[{"data":1,"prerenderedAt":520},["ShallowReactive",2],{"document-executive-protection-agreement-change-in-control-D5192":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":171,"customdescription":6,"mdFm":172,"mdProseHtml":519},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"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",null,"Executive Protection Agreement Change in Control","7",60,"doc","https://templates.business-in-a-box.com/imgs/1000px/executive-protection-agreement_change-in-control-D5192.png","https://templates.business-in-a-box.com/imgs/250px/5192.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5192.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"executive protection agreement change in control","Executive Protection Agreement Change in Control Template","https://templates.business-in-a-box.com/imgs/400px/5192.png","https://templates.business-in-a-box.com/imgs/600px/5192.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":17,"url":18},{"label":32,"url":33},"Equity & Mergers","/templates/equity-and-mergers/",[35,39,43,47,51,55,59,63,67,71,75,79,83,98,113,130,143,156],{"label":36,"url":37,"thumb":38,"extension":10},"Executive Protection Agreement Change in Control_Long Form","/template/executive-protection-agreement-change-in-control-long-form-D5193","https://templates.business-in-a-box.com/imgs/250px/5193.png",{"label":40,"url":41,"thumb":42,"extension":10},"Data Protection Agreement","/template/data-protection-agreement-D13652","https://templates.business-in-a-box.com/imgs/250px/13652.png",{"label":44,"url":45,"thumb":46,"extension":10},"Change Management Policy","/template/change-management-policy-D13822","https://templates.business-in-a-box.com/imgs/250px/13822.png",{"label":48,"url":49,"thumb":50,"extension":10},"Employment Agreement Executive","/template/employment-agreement-executive-D543","https://templates.business-in-a-box.com/imgs/250px/543.png",{"label":52,"url":53,"thumb":54,"extension":10},"Agreement for Work Change","/template/agreement-for-work-change-D144","https://templates.business-in-a-box.com/imgs/250px/144.png",{"label":56,"url":57,"thumb":58,"extension":10},"Income Continuation Protection Agreement","/template/income-continuation-protection-agreement-D548","https://templates.business-in-a-box.com/imgs/250px/548.png",{"label":60,"url":61,"thumb":62,"extension":10},"Sales Agency Agreement With Trademarks protection","/template/sales-agency-agreement-with-trademarks-protection-D1255","https://templates.business-in-a-box.com/imgs/250px/1255.png",{"label":64,"url":65,"thumb":66,"extension":10},"Internal Control Policy","/template/internal-control-policy-D13356","https://templates.business-in-a-box.com/imgs/250px/13356.png",{"label":68,"url":69,"thumb":70,"extension":10},"Export Control Policy","/template/export-control-policy-D13838","https://templates.business-in-a-box.com/imgs/250px/13838.png",{"label":72,"url":73,"thumb":74,"extension":10},"Employment Agreement Executive with Car Allowance","/template/employment-agreement-executive-with-car-allowance-D542","https://templates.business-in-a-box.com/imgs/250px/542.png",{"label":76,"url":77,"thumb":78,"extension":10},"Information Protection Policy","/template/information-protection-policy-D13715","https://templates.business-in-a-box.com/imgs/250px/13715.png",{"label":80,"url":81,"thumb":82,"extension":10},"Change Management Procedure","/template/change-management-procedure-D12881","https://templates.business-in-a-box.com/imgs/250px/12881.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":93,"keywords":92,"url":97},"SEPARATION AGREEMENT This Separation Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [PARTNER A FULL NAME], (\"Partner A\") an individual with their main address located at: [YOUR COMPLETE ADDRESS] AND: [PARTNER B FULL NAME], (\"Partner B\") an individual with their main address located at: [YOUR COMPLETE ADDRESS] Collectively, Partner A and Partner B shall be referred to as the \"Parties.\" WHEREAS, the Parties are partners in a partnership for the purpose of [SPECIFY THE PURPOSE OF BUSINESS] and entered into a written agreement dated [DATE]. WHEREAS, Partner A (the \"SEPARATING PARTNER\") desires and has agreed upon a separation from the partnership and is entering into this Separation Agreement with Partner B in order to effectuate the same. WHEREAS, Partner B shall manage the affairs of the Business solely after the effective date of this Agreement. NOW, THEREFORE, the Parties hereby agree as follows: SEPARATION Partner A shall separate himself from the partnership, effective on [DATE] and thereafter promptly halt involvement in the affairs of the Business, and incur no further obligations on behalf of the Business after the effective date of this Agreement. Partner B shall manage the affairs of the Business solely after the effective date of this Agreement. The Parties shall mutually determine the extent and whereabouts of all partnership assets, inventory, liabilities, debts and tax obligations. Accounting. A statement of account shall be prepared which will include a list of all the inventories, assets, liabilities and debts, and such statement of account shall be treated as a matter of record and the Parties may access the said statement when necessary or desired. On completion of the accounting, the Separating Partner shall pay his share of liabilities, debts, taxes and other pending expenditures, if any. After the obligation of the Separating Partner to pay the liabilities is fulfilled, the remaining amount shall be distributed in the proportion of the contribution of the Separating Partner towards the capital of the Business. In such division, any amounts paid earlier or due to the Separating Partner according to the books of the partnership shall be taken into account. RELEASE AND INDEMNIFICATION Partner B releases Partner A from any and all known claims, actions and demands arising as a result of the Business. This release does not prevent a Party from bringing suit under this Separation Agreement, should this Agreement not be fulfilled according to the rules set forth. The Parties agree to indemnify the other Party from claims, damages, or obligations of any kind with regard to their duties in distribution of assets and liabilities, unless the claims or losses come as a result of a Party's breach of contract, unethical behavior, and/or grossly negligent actions. CONFIDENTIALITY The Separating Partner agrees to hold the provisions of this Agreement in strictest confidence and agrees not to publicize or disclose any confidential or proprietary information of the other Party or the Business, its subsidiaries or affiliated entities and not to solicit the Business's employees, and, to the extent permitted by applicable law, not to solicit the Business's customers. NON-DISPARAGEMENT ","Separation Agreement","4",513,"https://templates.business-in-a-box.com/imgs/1000px/separation-agreement-D13184.png","https://templates.business-in-a-box.com/imgs/250px/13184.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13184.xml",{"title":92,"description":6},"separation agreement",[94,96],{"label":17,"url":95},"business-legal-agreements",{"label":17,"url":95},"/template/separation-agreement-D13184",{"description":99,"descriptionCustom":6,"label":100,"pages":101,"size":87,"extension":10,"preview":102,"thumb":103,"svgFrame":104,"seoMetadata":105,"parents":107,"keywords":106,"url":112},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":106,"description":6},"non disclosure agreement nda",[108,109],{"label":17,"url":95},{"label":110,"url":111},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":114,"descriptionCustom":6,"label":115,"pages":8,"size":87,"extension":10,"preview":116,"thumb":117,"svgFrame":118,"seoMetadata":119,"parents":121,"keywords":120,"url":129},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":120,"description":6},"employment agreement_at will employee",[122,125,128],{"label":123,"url":124},"Human Resources","human-resources",{"label":126,"url":127},"Hire an Employee","hire-employee",{"label":17,"url":95},"/template/employment-agreement_at-will-employee-D541",{"description":131,"descriptionCustom":6,"label":132,"pages":133,"size":87,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":139,"keywords":138,"url":142},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: JOB OFFER FOR [DESCRIBE] Dear [CANDIDATE NAME]: Congratulations! [Company name] is excited to offer you the position of [job title] with an expected start date of [day, month, year] at a starting salary of [dollar amount] per [hour, year, etc.]. You can expect to receive payment [weekly, biweekly, monthly, etc.], starting on [date of first pay period]. We must wrap up a few more formalities, including the successful completion of your [background check, drug screening, reference check, etc.]. As the [job title], you will report to [manager/supervisor name and title] at [workplace location] from [hours of day, days of week]","Job Offer Letter Long","1","https://templates.business-in-a-box.com/imgs/1000px/job-offer-letter-long-D12769.png","https://templates.business-in-a-box.com/imgs/250px/12769.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12769.xml",{"title":138,"description":6},"job offer letter long",[140,141],{"label":123,"url":124},{"label":126,"url":127},"/template/job-offer-letter-long-D12769",{"description":144,"descriptionCustom":6,"label":145,"pages":146,"size":87,"extension":10,"preview":147,"thumb":148,"svgFrame":149,"seoMetadata":150,"parents":152,"keywords":151,"url":155},"FIXED-TERM AGREEMENT This Fixed-Term Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [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: [YOUR COMPLETE ADDRESS] AND: [EMPLOYEE NAME], (the \"Employee\") an individual with his main address located at: [YOUR COMPLETE ADDRESS] Collectively, the Company and Employee shall be referred to as the \"Parties.\" WHEREAS, the Company has offered employment to the Employee in the capacity of [SPECIFY CAPACITY OF EMPLOYEE] in the Company; WHEREAS, the Employee is desirous of and is willing to be employed by the Company in such capacity; NOW, THEREFORE, the Parties agree as follows: DEFINITIONS \"Agreement\" and \"this Agreement\" shall mean this Fixed-Term Agreement and all attached annexures and instruments supplemental to or amending, modifying or confirming this Agreement, in accordance with the provisions of this Agreement. \"Company\" shall have the meaning given to such expression in paragraph 1 of the introduction of the Parties. \"Confidential Information\" includes any trade/business secret, technical knowledge or know-how, financial information, plans, customer lists, pricing policies and procedures, marketing data, research and development data, product data, any formula pattern or compilation of information used in the business of the Company or any clients thereof or their affairs. \"Intellectual Property\" means all intellectual and industrial property and all rights therein, including, without limiting the generality of the foregoing, all inventions (whether patentable or not, and whether or not patent protection has been applied for or granted), improvements, developments, discoveries, proprietary information, trademarks, trademark applications, trade names, websites, Internet domain names, logos, slogans, know-how, trade secrets, processes, designs (whether or not registerable and whether or not design rights subsist in them), works in which copyright may subsist (including computer software and preparatory and design materials therefor). \"Month\" means a calendar month. \"Working Day\" means any day excluding Saturdays, Sundays, and statutory holidays. \"Customer(s)\"/\"Clients\" shall mean any individual, corporation, partnership, business, or other entity, whether for-profit or not-for-profit, whose existence and business is known to the Employee as a result of the Employee's access to the Company's business information, Confidential Information, customer lists, customer account information or any other source of information the Employee has access to during its employment. TERM This is a Fixed-Term Agreement. This Agreement will commence on [SPECIFY DATE] and will end on [SPECIFY DATE]. FIXED-TERM APPOINTMENT The Company hereby offers appointment to the Employee for a Fixed Term to serve the Company in the capacity of [CAPACITY OF EMPLOYEE], with effect from [SPECIFY DATE] (the \"Effective Date\") until [SPECIFY DATE]. The Company may conduct a background and a medical check on the Employee, who hereby agrees and assents to the aforesaid offer being made subject to the satisfactory completion of the same. The Employee shall perform their duties at [SPECIFY ADDRESS]. The Employee warrants that, by entering into this Agreement and performing obligations hereunder, the Employee will not be in breach of any terms or obligations under any subsisting agreement, written or oral, with any third party. Notice Period. The Employee will be required to give [NUMBER OF MONTHS] months' notice or salary thereof in case the Employee decides to leave the Company's services. In the event of the Employee having any incomplete assignment, the Company will have the discretion to relieve the Employee only at the end of the [NUMBER OF MONTHS] months' notice period. Similarly, the Company can terminate the Employee's services by giving the Employee [NUMBER OF MONTHS] months' notice or salary thereof. The Company may terminate the Employee's services immediately on disciplinary grounds. Standard Office Hours. The Company's core hours of operation are from [OFFICE HOURS]. DUTIES AND POWERS The Employee's job description and general responsibilities shall be as set forth in \"Annexure A\" and shall include such further duties and responsibilities as the Company may delegate from time to time. The roles and duties of the Employee are not limited to the ones listed in Annexure A, and the same can be modified or altered as per the decision of the Company. The Employee shall perform all such duties as may be delegated by the Company and comply with all such directions as the Officers of the Company and/or his/her nominated deputies may from time to time assign or give to the Employee. The Employee shall, during the Term of this Agreement (unless prevented by ill health or accident or as otherwise agreed by the Company in writing), devote his time and attention and abilities to the employment with the Company and shall use best endeavours to promote and protect the Company's general interests and welfare. The Parties shall fulfill all their obligations by being compliant with the applicable laws. REMUNERATION The Employee shall be paid [SPECIFY MONTHLY SALARY] on a monthly basis. The said salary shall be paid on [DAY] day of each month to the Employee by the Company. The Employee's salary shall be paid through [MODE OF TRANSFER]. The Employee's salary and other benefits shall be subject to compulsory statutory and other deductions, including tax and other contributions that are to be held by the Employee in STATE/PROVINCE]. LEAVE AND HOLIDAYS The Employee shall be entitled to leave in a year as per the leave policy of the Company, which is annexed as Annexure B to the present Agreement. NON-DISCLOSURE, NON-SOLICITATION AND CONFIDENTIALITY As Confidential Information will from time to time become known to the Employee, the Company considers and the Employee agrees that the restraints set forth in this Agreement (on which the Employee has had the opportunity to take independent legal advice) are necessary for the reasonable protection by the Company of its business or the business of the Group, the clients thereof or their respective affairs. The Employee shall not at any time, either during the continuance of or after the termination of employment with the Company, use, disclose or communicate to any person whatsoever any Confidential Information which the Employee has or of which he may have become possessed during the Employee's employment with the Company, nor shall he supply the names or addresses of any clients, customers, vendors or agents of the Company to any person except as authorised by the Company or as ordered by a court of competent jurisdiction. The Employee consents to the Company holding and processing, both electronically and manually, the data it collects in the course of his employment, for the purpose of the Company's administration and management of its employees, its business, and to comply with applicable procedures, laws and regulations. The Employee agrees that he will not at any time during the continuance of employment or on expiry or on termination/cessation of employment with the Company or thereafter, issue any statements to the press (whether oral or written) which have not directly been authorised by the Company. The obligations under this clause shall survive the termination or expiration of this Agreement, and any disclosure of the Confidential Information by the Employee intentionally or unintentionally shall constitute a material breach of the present Agreement, thereby making the Employee liable for the legal action that may be taken by the Company in this regard.","Fixed Term Contract","9","https://templates.business-in-a-box.com/imgs/1000px/fixed-term-contract-D13225.png","https://templates.business-in-a-box.com/imgs/250px/13225.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13225.xml",{"title":151,"description":6},"fixed term contract",[153,154],{"label":17,"url":95},{"label":17,"url":95},"/template/fixed-term-contract-D13225",{"description":157,"descriptionCustom":6,"label":158,"pages":159,"size":160,"extension":10,"preview":161,"thumb":162,"svgFrame":163,"seoMetadata":164,"parents":165,"keywords":169,"url":170},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR 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: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[166],{"label":167,"url":168},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":173,"reviewer":185,"quick_facts":189,"at_a_glance":192,"personas":196,"variants":221,"glossary":250,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":449,"diy_vs_lawyer":460,"jurisdictions":473,"related_template_ids_curated":494,"schema":506,"classification":507},{"meta_title":174,"meta_description":175,"primary_keyword":20,"secondary_keywords":176},"Executive Protection Agreement Change In Control Template (Free Word)","Free executive protection agreement template for change-in-control events. Covers severance, golden parachute, equity acceleration, and non-compete terms. Free Word and PDF download.",[177,178,179,180,181,182,183,184],"change in control agreement template","executive severance agreement change in control","golden parachute agreement template","change in control severance agreement","executive protection agreement template word","cic agreement template","double trigger change in control agreement","executive employment protection template",{"name":186,"credential":187,"reviewed_date":188},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":190,"legal_review_recommended":191,"signature_required":191},"advanced",true,{"what_it_is":193,"when_you_need_it":194,"whats_inside":195},"An Executive Protection Agreement — Change in Control is a legally binding contract between a company and a senior executive that defines the compensation, benefits, and obligations triggered when the company undergoes a qualifying change of ownership or control — such as a merger, acquisition, or asset sale. This free Word download gives you a structured starting point covering severance multiples, equity acceleration, benefit continuation, non-compete restrictions, and release requirements, which you can edit online and export as PDF for execution.\n","Use it when hiring or retaining a senior executive whose continued leadership through a potential transaction is critical to business value, or when a board wants to align executive incentives with shareholder interests before entering an M&A process. It should be in place well before any transaction is announced — retroactive agreements raise tax and enforceability concerns.\n","Triggering event definitions, single- and double-trigger provisions, severance cash payments, equity award acceleration, benefit continuation, tax gross-up or cut-back provisions, non-compete and non-solicit restrictions, release of claims requirements, and governing law.\n",[197,201,205,209,213,217],{"title":198,"use_case":199,"icon_asset_id":200},"Public company boards and compensation committees","Protecting executive retention value ahead of a sale process or merger","persona-board-director",{"title":202,"use_case":203,"icon_asset_id":204},"Private equity-backed companies","Structuring CIC protections that align management with a liquidity event","persona-private-equity",{"title":206,"use_case":207,"icon_asset_id":208},"Startup founders and CEOs","Negotiating personal downside protection before an acquisition closes","persona-startup-founder",{"title":210,"use_case":211,"icon_asset_id":212},"CFOs and senior executives","Formalizing severance and equity rights triggered by a change of control","persona-cfo",{"title":214,"use_case":215,"icon_asset_id":216},"M&A counsel and corporate attorneys","Reviewing or drafting CIC agreements as part of pre-transaction diligence","persona-corporate-attorney",{"title":218,"use_case":219,"icon_asset_id":220},"HR executives and chief people officers","Standardizing executive protection terms across the senior leadership team","persona-hr-manager",[222,226,230,234,238,242,246],{"situation":223,"recommended_template":224,"slug":225},"Protecting a single C-suite executive in a privately held company","Executive Protection Agreement — Change in Control","executive-protection-agreement-change-in-control-D5192",{"situation":227,"recommended_template":228,"slug":229},"Broad senior management retention ahead of a known sale process","Management Retention Bonus Agreement","records-management-and-retention-policy-D13761",{"situation":231,"recommended_template":232,"slug":233},"Executive employment terms with embedded CIC protection","Executive Employment Agreement","employment-agreement-executive-D543",{"situation":235,"recommended_template":236,"slug":237},"Standalone severance terms not linked to a change of control","Executive Severance Agreement","severance-agreement-D525",{"situation":239,"recommended_template":240,"slug":241},"Equity award vesting acceleration only, without cash severance","Equity Acceleration Agreement","shared-equity-agreement-D12875",{"situation":243,"recommended_template":244,"slug":245},"Non-compete and non-solicit obligations only, post-transaction","Non-Competition Agreement","general-non-compete-agreement-D882",{"situation":247,"recommended_template":248,"slug":249},"Full separation package following completed termination event","Separation Agreement and General Release","separation-and-release-agreement-D524",[251,254,257,260,263,266,269,272,275,278,281,284],{"term":252,"definition":253},"Change in Control (CIC)","A defined triggering event — typically a merger, acquisition, asset sale, or change in board majority — that activates the protective provisions of the agreement.",{"term":255,"definition":256},"Single Trigger","A structure in which benefits are paid automatically upon the change-in-control event alone, regardless of whether the executive is terminated.",{"term":258,"definition":259},"Double Trigger","A structure that requires both a qualifying change-in-control event AND a subsequent qualifying termination — typically without cause or for good reason — before benefits are paid.",{"term":261,"definition":262},"Good Reason","A defined set of circumstances — such as a material reduction in duties, pay, or location — that entitle the executive to resign and still collect CIC benefits as if terminated without cause.",{"term":264,"definition":265},"Cause","Specific, enumerated grounds — such as fraud, gross negligence, or willful misconduct — that allow the company to terminate the executive without triggering CIC severance obligations.",{"term":267,"definition":268},"Severance Multiple","The number of times the executive's base salary and/or target bonus that is paid as a lump-sum or continued salary upon a qualifying termination — commonly 1×, 1.5×, or 2× for senior roles.",{"term":270,"definition":271},"Equity Acceleration","The accelerated vesting of unvested stock options, restricted stock units, or other equity awards upon a triggering event, allowing the executive to realize value that would otherwise vest over time.",{"term":273,"definition":274},"Section 280G / 4999 (Golden Parachute Rules)","US Internal Revenue Code provisions that impose a 20% excise tax on the executive and deny the company a deduction for 'excess parachute payments' exceeding three times the executive's average annual W-2 compensation.",{"term":276,"definition":277},"Gross-Up Payment","An additional payment by the company to cover the executive's Section 4999 excise tax liability, making the executive whole on an after-tax basis — increasingly replaced by cut-back provisions.",{"term":279,"definition":280},"Cut-Back Provision","A contractual mechanism that reduces CIC payments to just below the Section 280G safe harbor (2.99× base amount) to avoid triggering the excise tax, used instead of a gross-up.",{"term":282,"definition":283},"COBRA Continuation","The executive's right to continue group health coverage under the Consolidated Omnibus Budget Reconciliation Act, often paid for by the company for a defined period as part of the CIC benefit package.",{"term":285,"definition":286},"General Release of Claims","A condition precedent to receiving CIC severance — the executive must sign a release waiving all claims against the company arising from employment or termination.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Definitions and triggering events","Precisely defines what constitutes a 'Change in Control' — which transaction types qualify — and sets the measurement thresholds that activate the agreement.","'Change in Control' means (a) any acquisition by a person or group of beneficial ownership of more than [50]% of the total voting power of [COMPANY NAME]; (b) consummation of a merger or consolidation in which [COMPANY NAME]'s shareholders hold less than [50]% of the surviving entity; or (c) a sale of all or substantially all of the Company's assets to an unrelated third party.","Setting the ownership threshold too low — a 20% acquisition trigger can activate protections during routine strategic investments, creating unintended liability well before a true change of ownership.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Single- vs. double-trigger structure","Specifies whether benefits are paid on the CIC alone (single trigger) or only upon both a CIC event and a qualifying subsequent termination (double trigger).","Benefits under this Agreement are payable only upon a 'Double Trigger' — a qualifying Change in Control followed, within [24] months, by (i) termination of Executive's employment without Cause, or (ii) Executive's resignation for Good Reason.","Using single-trigger acceleration for all equity awards. Institutional shareholders and proxy advisory firms (ISS, Glass Lewis) routinely vote against single-trigger equity plans — double trigger is now the market standard for public companies.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Definition of 'good reason' and 'cause'","Lists the specific circumstances that qualify as good reason for executive resignation (triggering benefits) and the specific grounds for termination for cause (forfeiting benefits).","'Good Reason' means, without Executive's written consent: (a) a material reduction of [10]% or more in base salary; (b) a material diminution in title, authority, or duties; (c) a required relocation of more than [50] miles; or (d) a material breach of this Agreement by the Company. Executive must provide written notice within [30] days of the triggering event and the Company has [30] days to cure.","Omitting a notice-and-cure period from the good reason definition. Without it, courts in several jurisdictions have found that an executive who fails to give the company an opportunity to remedy a breach waives the good reason claim entirely.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Cash severance payment","States the cash severance formula — typically a multiple of base salary plus target bonus — and whether it is paid as a lump sum or in salary-continuation installments.","Upon a qualifying Double Trigger termination, the Company shall pay Executive a lump-sum cash payment equal to [1.5×] the sum of (i) Executive's annualized base salary in effect immediately prior to the Change in Control, and (ii) Executive's target annual bonus for the year of termination, payable within [60] days of the separation date, subject to execution and non-revocation of the Release.","Paying severance in salary-continuation installments rather than a lump sum. Installment payments are forfeited if the executive starts new employment in some agreements, defeating the protective purpose and creating disputes.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Equity award acceleration","Specifies which equity awards vest upon the qualifying trigger — all unvested awards, a pro-rata portion, or only performance awards deemed earned — and the timeline for exercise.","Upon a qualifying termination within [24] months following the Change in Control, all unvested time-based RSUs and stock options held by Executive shall immediately accelerate and vest in full. Performance-based awards shall vest at [target / actual achievement / greater of target or trailing-12-month achievement] as of the termination date.","Failing to address what happens to performance awards. Accelerating performance shares at maximum creates excessive cost; vesting at zero is too punitive. 'At target' or 'at actual achievement' is the most defensible approach.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Benefit continuation","Covers continuation of health, dental, vision, and life insurance coverage — typically COBRA-equivalent benefits paid by the company for a defined period after termination.","For [18] months following the qualifying termination date, the Company shall pay the employer-equivalent cost of COBRA premiums for Executive and eligible dependents, provided Executive timely elects COBRA continuation coverage. This obligation ends if Executive becomes covered by a subsequent employer's group plan.","Promising to maintain Executive on the company's active health plan post-termination rather than funding COBRA. Most group health plans prohibit coverage of former employees — the company promise becomes undeliverable and creates exposure.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Section 280G tax treatment (gross-up or cut-back)","Addresses the US excise tax on excess parachute payments — either by promising a gross-up payment to make the executive whole, or by cutting back payments to stay within the safe harbor.","If any payment or benefit hereunder constitutes an 'excess parachute payment' under IRC §280G, all payments shall be reduced to the Safe Harbor Amount ($[2.99×] Base Amount) if such reduction results in a greater net after-tax benefit to Executive than the unreduced payments less the excise tax imposed by IRC §4999. No gross-up shall be provided.","Including a gross-up provision without modeling the cost. A full gross-up can multiply the actual severance cost by 1.4× or more — boards that approve agreements without a 280G analysis regularly face shareholder criticism and litigation.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Non-compete and non-solicitation restrictions","Post-termination restrictions on the executive's ability to join competitors or solicit customers and employees, which must be reasonable in scope to be enforceable.","For [12] months following the termination date, Executive shall not (a) engage in a Competing Business within [GEOGRAPHIC AREA / any market in which the Company operated in the prior 12 months], or (b) directly or indirectly solicit any customer, client, or employee of the Company with whom Executive had material contact during the [24] months prior to termination.","Using the same non-compete duration and geography in a CIC agreement as in a standard employment contract. A departing executive in a post-acquisition context may have an entirely different competitive footprint — tailor scope to the actual risk, or a court will narrow it for you.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Release of claims as condition precedent","Makes the executive's receipt of all CIC benefits contingent on signing — and not revoking — a general release of employment claims within a prescribed window.","As a condition to receiving any payment or benefit under this Agreement, Executive shall execute and deliver to the Company a Release of Claims in substantially the form attached as Exhibit A within [21] days ([45] days if group layoff rules apply) of the separation date, and shall not revoke such Release during the [7]-day revocation period.","Setting a release deadline that conflicts with ADEA (Age Discrimination in Employment Act) requirements. Executives age 40 or older must receive at least 21 days to consider the release and 7 days to revoke — a shorter window voids the age-discrimination waiver.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Governing law, dispute resolution, and amendment","Specifies which jurisdiction's law governs the agreement, how disputes are resolved, and what is required to amend the agreement.","This Agreement shall be governed by and construed in accordance with the laws of the State of [DELAWARE / STATE OF INCORPORATION], without regard to conflict-of-laws principles. Any dispute arising hereunder shall be resolved by binding arbitration under [AAA] rules in [CITY, STATE]. This Agreement may only be amended by a written instrument signed by both parties.","Omitting an arbitration clause and defaulting to litigation. Post-acquisition disputes over CIC benefits are expensive and public — arbitration keeps costs manageable and proceedings confidential.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify the parties and effective date","Insert the company's full legal name and state of incorporation, the executive's full legal name and title, and the agreement's effective date. Confirm the entity name matches the corporate registry — the acquiring entity in a transaction will assume this agreement.","If the company is a subsidiary, decide whether the ultimate parent or the subsidiary is the contracting party — obligations follow the signing entity, not its affiliates, unless explicitly stated.",{"step":345,"title":346,"description":347,"tip":348},2,"Define the change-in-control triggers","Set the ownership-percentage thresholds (commonly 50% for voting control), specify whether asset sales and board-composition changes qualify, and state any minimum transaction-value floor.","Review your existing shareholder agreement and equity plan documents — your CIC definition should match, or you will have executives with inconsistent benefit triggers across instruments.",{"step":350,"title":351,"description":352,"tip":353},3,"Choose single-trigger or double-trigger structure","For most privately held and public companies, double-trigger is the current market standard. Select the qualifying termination events and the post-CIC window during which a termination must occur — typically 12 to 24 months.","A 24-month double-trigger window is now standard for S&P 500 companies; 12 months may be more appropriate for early-stage companies with shorter integration timelines.",{"step":355,"title":356,"description":357,"tip":358},4,"Set the severance multiple and payment mechanics","Enter the cash severance formula — base salary multiple, bonus inclusion, and whether paid as a lump sum or installments. For public companies, confirm the payment timing complies with Section 409A deferred-compensation rules.","Lump-sum payment within 60 days of separation is cleanest from a Section 409A compliance standpoint and reduces dispute risk over installment forfeiture.",{"step":360,"title":361,"description":362,"tip":363},5,"Address equity acceleration and performance award treatment","Specify whether all unvested time-based awards accelerate, and separately define performance-award vesting — at target, at actual achievement, or at the greater of the two. Confirm this matches the language in the executive's individual award agreements.","Cross-reference every outstanding grant agreement before execution — inconsistent acceleration language between the CIC agreement and the award agreement creates a hierarchy-of-documents dispute.",{"step":365,"title":366,"description":367,"tip":368},6,"Complete the 280G analysis and choose gross-up or cut-back","Work with a compensation consultant or tax advisor to model the parachute payment value. Based on that analysis, insert either a cut-back provision (pay only up to 2.99× base amount) or, if the business case supports it, a gross-up clause.","Cut-back provisions are now used in over 80% of new CIC agreements at public companies — gross-ups are increasingly rare and face significant shareholder opposition.",{"step":370,"title":371,"description":372,"tip":373},7,"Draft the release of claims exhibit","Attach a general release of claims as Exhibit A, setting the review period (21 days for individuals, 45 days for group reductions) and the 7-day ADEA revocation period for executives age 40 or older.","Do not condition 100% of the severance on the release — ADEA best practices suggest paying at least a nominal amount unconditionally to reinforce that the release is voluntary.",{"step":375,"title":376,"description":377,"tip":378},8,"Have both parties sign before any transaction process begins","Execute the agreement well before any M&A process launches. Agreements signed after a transaction is announced may be challenged as lacking independent consideration or as violating a no-shop obligation.","Board or compensation committee approval should be documented in a board resolution adopted at the same meeting the agreement is approved — this protects directors under the business judgment rule.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Signing after a transaction is announced","A CIC agreement executed after an acquisition announcement may be challenged as lacking independent consideration, and could violate merger agreement covenants restricting material compensation changes without buyer consent.","Adopt CIC agreements as part of regular compensation planning — annually reviewed by the compensation committee — well before any strategic process begins.",{"mistake":385,"why_it_matters":386,"fix":387},"Mismatched CIC definitions across documents","If the CIC agreement defines a qualifying event differently from the equity plan or existing employment contract, the executive may have equity that accelerates without cash severance, or vice versa — creating both financial and legal disputes at closing.","Audit all compensation instruments — equity plans, grant agreements, employment contracts — and align CIC definitions before executing the protection agreement.",{"mistake":389,"why_it_matters":390,"fix":391},"Including a full gross-up without a 280G cost model","An unmodeled gross-up can expose the company to a tax gross-up payment of 40–60 cents for every dollar of excess parachute payment — costs that become the acquirer's liability and can reduce transaction proceeds.","Commission a 280G model from a compensation consultant before the board approves any gross-up provision. In most cases, a cut-back provision achieves the protective goal at a fraction of the cost.",{"mistake":393,"why_it_matters":394,"fix":395},"Omitting the notice-and-cure requirement from the good reason definition","Without a cure period, executives can immediately claim good reason for minor administrative changes — salary processing delays, reporting line adjustments — forcing the company to pay severance or litigate.","Include a 30-day written-notice requirement after the triggering condition arises and a 30-day company cure period. Payments are only owed if the condition remains uncured.",{"mistake":397,"why_it_matters":398,"fix":399},"Using a single-trigger structure for equity acceleration","Single-trigger acceleration vests equity at closing regardless of whether the executive stays, removing the retention incentive the buyer is paying for and creating immediate dilution and cash drain.","Default to double-trigger acceleration for all equity awards. Reserve single-trigger treatment only for situations where the executive's role is being eliminated as a direct and immediate consequence of the transaction structure.",{"mistake":401,"why_it_matters":402,"fix":403},"Setting a COBRA continuation promise instead of a premium-subsidy","Promising to keep the executive on the active group health plan post-termination is impossible under most plan documents — the company cannot deliver and is in breach from day one.","Draft the benefit continuation clause as an obligation to pay the employer-equivalent COBRA premium for a defined period, ending if the executive obtains new group coverage.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is an executive protection agreement — change in control?","An executive protection agreement — change in control is a contract between a company and a senior executive that specifies the compensation, equity, and benefits the executive receives if the company is sold, merged, or otherwise changes ownership and the executive's employment is affected. It protects the executive from losing deferred compensation and equity value in a transaction, and it incentivizes the executive to support a value-maximizing sale rather than resist it out of personal financial concern.\n",{"question":409,"answer":410},"What is the difference between a single-trigger and double-trigger CIC agreement?","A single-trigger agreement pays benefits upon the change-in-control event alone, regardless of whether the executive is terminated. A double-trigger agreement requires both a qualifying CIC event and a subsequent qualifying termination — typically without cause or for good reason — within a defined window (usually 12 to 24 months). Double-trigger is now the market standard for public companies because it preserves retention value for the acquiring company and avoids immediate cash drain at closing.\n",{"question":412,"answer":413},"What is 'good reason' in a change-in-control agreement?","Good reason is a defined set of employer-initiated adverse changes that allow the executive to resign and still collect CIC benefits as though terminated without cause. Typical good reason events include a material salary reduction (often defined as 10% or more), a significant reduction in duties or title, a required relocation beyond a defined mileage threshold, or a material breach of the agreement by the company. Most well-drafted agreements also require the executive to give written notice and allow the company a 30-day cure period before the resignation takes effect.\n",{"question":415,"answer":416},"How does Section 280G affect change-in-control agreements?","Section 280G of the US Internal Revenue Code imposes a 20% excise tax on the executive and denies the company a deduction for any payment that qualifies as an 'excess parachute payment' — generally any CIC-contingent payment exceeding three times the executive's average five-year W-2 compensation. The practical effect is that total CIC payments above that threshold become significantly more expensive. Companies address this either through a gross-up provision (the company covers the excise tax) or a cut-back provision (payments are capped just below the threshold). Cut-back provisions are now more common and are strongly preferred by institutional shareholders.\n",{"question":418,"answer":419},"Should I use a gross-up or a cut-back provision?","Cut-back provisions are the current market standard for new agreements. They cap total CIC payments at 2.99 times the executive's base amount — just below the Section 280G safe harbor — avoiding the excise tax entirely and with no additional cost to the company. Gross-up provisions, which were common in the 1990s and 2000s, have largely fallen out of favor because they can multiply the company's actual payment obligation by 1.4× or more, face strong opposition from proxy advisory firms, and are typically negotiated out by sophisticated acquirers. Consider a gross-up only for C-suite executives where the retention argument is unusually strong and the board has a current 280G cost model.\n",{"question":421,"answer":422},"When should a company put change-in-control agreements in place?","CIC agreements should be adopted as part of routine executive compensation planning — ideally reviewed annually by the compensation committee — well before any strategic transaction process begins. Agreements signed after a transaction is announced raise consideration issues, may violate merger agreement covenants, and can be challenged by acquirers or shareholders. Private companies should consider putting them in place before hiring executives who receive material equity, not after a buyer appears.\n",{"question":424,"answer":425},"What happens to unvested equity in a change-in-control transaction?","Typically, one of three things: the awards are assumed or substituted by the acquirer (the most common outcome), the awards are cashed out at the deal price, or the awards are terminated. A CIC protection agreement with a double-trigger acceleration clause ensures that if the executive is subsequently terminated without cause or resigns for good reason, any assumed or substituted awards vest immediately. Without such a clause, executives who are laid off post-acquisition may lose unvested equity they contributed significant time and performance to earn.\n",{"question":427,"answer":428},"Do change-in-control agreements need board approval?","Yes, in almost all cases. For public companies, CIC agreements for named executive officers typically require compensation committee approval, and material agreements must be disclosed in SEC filings. For private companies, board authorization is typically required under the company's governance documents, and the approving directors should ensure the agreement is reviewed under applicable fiduciary duty standards — particularly if the executive is also a board member or significant shareholder. Document approval in a formal board or committee resolution at the time of execution.\n",{"question":430,"answer":431},"Is a change-in-control agreement the same as an employment contract?","Not exactly. An employment contract governs the full ongoing employment relationship — duties, compensation, benefits, IP, and termination — while a CIC agreement is a standalone instrument that specifically addresses rights and obligations in a transaction context. Some companies embed CIC protections within the executive employment agreement; others maintain them as separate documents. The standalone structure is generally preferable because it can be updated independently as market terms evolve without reopening the full employment agreement.\n",[433,437,441,445],{"industry":434,"icon_asset_id":435,"specifics":436},"Technology / SaaS","industry-saas","Equity-heavy compensation packages make CIC acceleration provisions particularly valuable; acquirers routinely negotiate double-trigger structures to retain key engineering and product leadership post-close.",{"industry":438,"icon_asset_id":439,"specifics":440},"Financial Services","industry-fintech","Regulatory approval timelines in banking and insurance M&A extend the post-CIC window to 36 months in some agreements, and change-in-control payments may require regulatory non-objection from supervisory authorities.",{"industry":442,"icon_asset_id":443,"specifics":444},"Healthcare and Life Sciences","industry-healthtech","FDA approval milestones and long development cycles make retention through a transaction critical; performance equity vesting at actual achievement rather than target is common given binary clinical outcomes.",{"industry":446,"icon_asset_id":447,"specifics":448},"Manufacturing and Industrials","industry-manufacturing","Asset-sale transactions are common and must be explicitly included in the CIC definition; operational continuity of plant management is a key acquirer concern driving double-trigger retention structures.",[450,452,455,458],{"vs":232,"vs_template_id":233,"summary":451},"An executive employment agreement governs the full ongoing employment relationship — duties, salary, benefits, IP, and day-to-day termination rights — while an executive protection agreement is specifically triggered by a change-in-control event. Some companies embed CIC terms in the employment agreement, but standalone CIC agreements can be updated independently as market standards evolve without reopening every employment term. For executives with significant equity, a standalone CIC agreement is the cleaner approach.",{"vs":248,"vs_template_id":453,"summary":454},"separation-agreement-D13285","A separation agreement is executed at the time of termination to document the specific severance package and release of claims for a departing employee. A CIC agreement is put in place proactively — before any transaction — to pre-define the terms that will govern a future transaction-related separation. When a CIC-protected termination occurs, the executive typically signs the general release required by the CIC agreement, which may take the form of a standalone separation agreement.",{"vs":244,"vs_template_id":456,"summary":457},"","A non-competition agreement is a standalone post-employment restriction that can exist independent of any transaction event. A CIC agreement includes non-compete and non-solicit provisions as one component of a broader package that also covers severance, equity, and benefits. When significant transaction-linked severance is being paid, courts tend to be more willing to enforce reasonable non-compete restrictions because the executive is receiving substantial compensation in exchange.",{"vs":228,"vs_template_id":456,"summary":459},"A retention bonus agreement pays a defined cash amount to an executive who remains employed through a specific date or event — typically a transaction close or a defined post-close period. A CIC protection agreement is broader, covering not only a retention incentive but also severance, equity acceleration, and benefit continuation if the executive is terminated. Retention bonuses are often used alongside CIC agreements to provide an additional stay incentive for the integration period.",{"use_template":461,"template_plus_review":465,"custom_drafted":469},{"best_for":462,"cost":463,"time":464},"Private company founders and small business owners establishing basic CIC protections for one or two senior executives","Free","1–2 hours",{"best_for":466,"cost":467,"time":468},"Growth-stage companies with multiple executives, existing equity plans, or an active M&A pipeline where 280G analysis is required","$1,500–$4,000 for attorney review and 280G modeling","3–7 days",{"best_for":470,"cost":471,"time":472},"Public companies, PE-backed companies preparing for a sale process, or executives negotiating bespoke terms with material equity and tax exposure","$5,000–$25,000+","2–6 weeks",[474,479,484,489],{"code":475,"name":476,"flag_asset_id":477,"note":478},"us","United States","flag-us","Section 280G and 4999 of the Internal Revenue Code are the dominant compliance concerns — CIC payments exceeding the safe harbor threshold trigger a 20% excise tax on the executive and loss of deduction for the company. Section 409A governs the timing of deferred-compensation payments, requiring lump-sum payments to specified employees of public companies to be delayed six months post-separation. Non-compete enforceability varies sharply by state — California, Minnesota, and a growing number of states prohibit most post-employment restrictions.",{"code":480,"name":481,"flag_asset_id":482,"note":483},"ca","Canada","flag-ca","Canada has no direct equivalent of Section 280G, but CIC payments may be subject to provincial employment standards minimums that cannot be contracted out of. Ontario courts apply a common-law reasonable notice analysis unless the agreement explicitly addresses termination entitlements. Non-compete clauses for executives are enforceable if reasonable in scope and duration, but courts apply a more protective standard in Ontario and Quebec. French-language requirements apply to provincially regulated Quebec employers.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"uk","United Kingdom","flag-uk","TUPE (Transfer of Undertakings — Protection of Employment) regulations may restrict or void contractual variations connected to a business transfer, including attempts to introduce new CIC terms in anticipation of a transaction. Payments in lieu of notice (PILON) above £30,000 are subject to income tax and employer NICs as of 2023. Post-employment restrictive covenants must be supported by adequate consideration and be reasonable in duration and scope to be enforceable by UK courts.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"eu","European Union","flag-eu","Works council information and consultation requirements in Germany, France, the Netherlands, and other member states may require employee representative notification before CIC agreements are finalized. Post-employment non-competes typically require financial compensation — generally 25–50% of prior remuneration — to be enforceable, and the obligation must be stated expressly in the agreement. The EU Transparent and Predictable Working Conditions Directive imposes disclosure obligations for material employment terms that may extend to CIC arrangements.",[233,495,496,497,498,499,500,501,502,503,504,505],"separation-agreement-D13184","non-disclosure-agreement-nda-D12692","employment-agreement_at-will-employee-D541","job-offer-letter-long-D12769","fixed-term-contract-D13225","independent-contractor-agreement-D160","employee-dismissal-letter-D508","employee-handbook-D712","temporary-employment-contract-D12734","remote-work-agreement-D13282","mutual-non-disclosure-agreement-D955",{"emit_how_to":191,"emit_defined_term":191},{"primary_folder":95,"secondary_folder":508,"document_type":509,"industry":510,"business_stage":511,"tags":512,"confidence":518},"equity-and-mergers","agreement","general","exit",[513,514,515,516,517],"m-and-a","executive-protection","change-in-control","severance","equity-acceleration",0.95,"\u003Ch2>What is an Executive Protection Agreement — Change in Control?\u003C/h2>\n\u003Cp>An \u003Cstrong>Executive Protection Agreement — Change in Control\u003C/strong> is a legally binding contract between a company and a senior executive that defines the specific compensation, equity, and benefits the executive is entitled to receive if the company undergoes a qualifying change of ownership — such as a merger, acquisition, consolidation, or asset sale — and the executive's employment is subsequently affected. Unlike a standard employment contract, which governs the day-to-day employment relationship, a CIC agreement is a forward-looking instrument designed to protect the executive from losing deferred compensation, unvested equity, and benefit entitlements earned over years of service in a transaction where they have no control over the outcome. It also serves the company's interests by aligning executive incentives with shareholder value maximization — an executive with adequate downside protection is far more likely to support a value-creating transaction than to resist it out of personal financial concern.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a CIC agreement in place, a senior executive facing an acquisition has every rational incentive to slow-walk a deal, resist integration, or negotiate personal terms on an ad hoc basis at the worst possible moment in a transaction timeline. The absence of documented protections also exposes the company to unlimited common-law claims in Canada and the UK, where courts fill contractual gaps with implied notice obligations that routinely reach 12 to 24 months of total compensation. For US companies, unaddressed equity treatment in a transaction can trigger immediate tax issues for executives and unexpected cash obligations for acquirers — materially affecting deal pricing. A well-structured CIC agreement, adopted proactively and reviewed by the compensation committee before any transaction process begins, eliminates these risks at a fraction of the cost of resolving them mid-deal. This template gives you the structural foundation for that protection, with the clarity that both executives and acquirers require.\u003C/p>\n",1781186022535]