This executive protection agreement change in control template has 7 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our executive protection agreement change in control template:
EXECUTIVE PROTECTION AGREEMENT (IN CASE OF CHANGE IN CONTROL) This Executive Protection Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR NAME] (the "Executive"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS [YOUR NAME], (the "Executive" hereinafter) is currently a member of senior management of [COMPANY NAME], (the "Company" hereinafter), serving in the capacity of [SPECIFY]. The Company desires to provide certain protection to Executive in the event of a change in control or potential change in control of the Company, in order to induce Executive to remain in the employ of the Company notwithstanding any risks and uncertainties created by a potential change in control of the Company, as set forth in this Agreement. AGREEMENT THEREFORE, in consideration of the mutual covenants contained herein, the parties hereby agree as follows: BENEFITS Upon a Change in Control. If (i) during the term of this Agreement and while Executive remains an employee of the Company, the Company shall be subject to a Change in Control and (ii) within [NUMBER] year following such Change in Control the Company terminates the employment of Executive involuntarily and without Business Reasons or a Constructive Termination occurs, then in such case Executive shall be entitled to receive the following: (A) Executive's base salary and vacation accrued through the Termination Date, (B) vesting of all outstanding stock options and other equity arrangements subject to vesting and held by Executive through the Termination Date, plus acceleration of an additional [NUMBER] months of vesting of such options and other equity arrangements, and (C) to the extent required by [SPECIFY] only, continuation of group health benefits pursuant to the Company's standard programs or in effect at the Termination Date, for a period of not less than [NUMBER] months (or such longer period as may be required by [SPECIFY]), provided that Executive makes the necessary conversion. EXCLUSIVITY The provisions of this Agreement are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive or the Company may otherwise be entitled, either at law, tort or contract, in equity, under Company policies in effect now or hereafter, or under this Agreement, in the event that (i) during the term of this Agreement and while Executive remains an employee of the Company, the Company shall be subject to a Change in Control and (ii) within [NUMBER] year following such Change in Control the Company terminates the employment of Executive involuntarily and without Business Reasons or a Constructive Termination occurs. In such circumstances, Executive shall be entitled to no benefits, compensation or other payments or rights upon termination of employment other than those benefits expressly set forth in Section 1. The provisions of this Agreement shall not affect the terms of employment between the Company and Executive or the rights and obligations of the parties under such relationship except as expressly provided herein, it being understood however that Executive's employment is and shall continue to be at-will, as defined under applicable law. Either the Company or Executive may terminate this agreement and Executive's employment at any time, with or without Business Reasons (as defined in subsection 3(a) below), in its or his/her sole discretion, upon [NUMBER] days' prior written notice of termination. If Executive's employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement (in circumstances to which this Agreement applies, as set forth in Section 1), or (in circumstances to which this Agreement does not apply) as may otherwise be available in accordance with the Company's established employee plans and policies at the time of termination. DEFINITION OF TERMS The following terms referred to in this Agreement shall have the following meanings: "Business Reasons" shall mean (i) any act of personal dishonesty taken by Executive in connection with his/her responsibilities as an employee and intended to result in substantial personal enrichment of Executive, (ii) commission of a felony or other offense which involves moral turpitude or is otherwise injurious to the Company or its reputation, (iii) a willful act by Executive which constitutes gross misconduct and which is injurious to the Company or its reputation, (iv) material breach of this Agreement by Executive, including any material breach of the provisions of Section 4 or 5 hereof, or (v) continued violation by Executive of Executive's obligations and duties as an Executive of the Company that are demonstrably willful and deliberate on Executive's part after there has been delivered to Executive a written demand for performance from the Company which describes the basis for the Company's belief that Executive has not substantially performed his/her duties. "Constructive Termination" shall be deemed to occur if (A) without the consent of Executive, (i) there is a significant reduction in Executive's overall scope of duties, authorities and responsibilities (it being understood that a new position within a larger combined company is not a constructive termination if it is in the same area of operations and involves similar scope of management responsibility notwithstanding that the individual may not retain as senior a position overall within the larger combined corporation as Executive's prior position within the Company), (ii) Executive is required to relocate his/her place of employment, other than a relocation within [NUMBER] miles of Executive's current business location, or (iii) there is a reduction of more than [%] of Executive's base salary or target bonus (other than any such reduction consistent with a general reduction of pay across the Executive staff as a group, as an economic or strategic measure due to poor financial performance by the Company) and (B) within the [NUMBER] day period immediately following such material adverse change or reduction Executive elects to terminate his/her employment voluntarily. "Change in Control" shall mean any merger, consolidation, sale of assets or other similar transaction or series of transactions involving the Company, other than any such transaction or transactions following which the Company or its stockholders continue to own a majority of the combined voting power of the outstanding securities of the corporation or other entity surviving or succeeding to the business of the Company. CONFIDENTIAL INFORMATION Executive acknowledges that the Confidential Information (as defined below) relating to the business of the Company and its subsidiaries which Executive has obtained or will obtain during the course of his/her association with the Company and subsidiaries and his/her performance under this Agreement are the property of the Company and its subsidiaries. Executive agrees that he/she will not disclose or use at any time, either during or after the Employment period, any Confidential Information without the written consent of the Board of Directors of the Company
