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When a company undergoes a change of control, it can have significant implications for employees. A change of control often means a transfer of ownership or a merger with another company, and this can result in job loss or a change in job responsibilities. To ensure that employees are protected during a change of control, some companies offer a change of control severance agreement.

A change of control severance agreement is a contract between an employer and an employee that outlines the terms of compensation and benefits in the event of a change of control. This agreement can provide employees with financial security and peace of mind during a time of uncertainty.

If you’re an employer looking to create a change of control severance agreement, it’s important to have a sample agreement to refer to. Here’s a sample change of control severance agreement to help you get started:

[Company Name]

Change of Control Severance Agreement

This Change of Control Severance Agreement (“Agreement”) is made and entered into between [Company Name] (the “Company”) and [Employee Name] (the “Employee”) on [Date].

1. Purpose. The purpose of this Agreement is to provide the Employee with certain benefits and protections in the event of a change of control of the Company. This Agreement is intended to provide the Employee with financial security during a time of uncertainty and to ensure that the Employee is treated fairly.

2. Definitions. The following terms have the meanings given below:

a. “Change of Control” means any of the following:

i. A merger, consolidation, or reorganization of the Company with another entity, where the Company is not the surviving entity;

ii. The sale of all or substantially all of the Company’s assets;

iii. The acquisition of more than 50% of the Company’s outstanding voting stock by another entity; or

iv. A change in the majority of the Company’s Board of Directors.

b. “Effective Date” means the date on which a Change of Control occurs.

3. Severance Benefits. In the event of a Change of Control, the Employee will be entitled to the following severance benefits:

a. [Number] weeks of base salary;

b. [Number] weeks of bonus compensation, calculated based on the Employee’s average bonus over the past [Number] years;

c. [Number] months of continued health insurance coverage, at the same level of benefits as the Employee had immediately prior to the Effective Date; and

d. [Other benefits, such as outplacement services or stock options]

4. Release of Claims. The Employee must sign a release of claims in favor of the Company and its affiliates as a condition of receiving the severance benefits under this Agreement. The release of claims must be in a form acceptable to the Company.

5. No Mitigation. The Employee will not be required to mitigate the severance benefits provided under this Agreement by seeking other employment.

6. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of [State].

7. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and understandings between them.

8. Amendments. This Agreement may be amended or modified only in writing signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[Company Name]


[Authorized Representative]

[Employee Name]