[{"data":1,"prerenderedAt":484},["ShallowReactive",2],{"document-executive-protection-agreement-change-in-control-long-form-D5193":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":174,"customdescription":6,"mdFm":175,"mdProseHtml":483},{"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 - CHANGE IN CONTROL LONG FORM This Executive Protection Agreement - Change in Control Long Form (the \"Agreement\") is effective [DATE], BETWEEN: [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] AND: [EXECUTIVE 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: [COMPLETE ADDRESS] The Initial Term of this agreement automatically shall be extended for [NUMBER] additional year on the [NUMBER] anniversary of the Effective Date, and then again on each anniversary thereafter (each such [NUMBER]-year period following the Initial Term a \"Successive Period\"). In the event that a \"Change of Control\" of the Company occurs (as such term is hereinafter defined) during the Initial Term or any Successive Period, upon the effective date of such Change of Control, the term of this agreement shall automatically and irrevocably be renewed for a period of [NUMBER] full calendar months from the effective date of such Change of Control. This agreement shall thereafter automatically terminate following the [NUMBER] month Change-of-Control renewal period. Further, this agreement shall be assigned to, and shall be assumed by the purchaser in such Change of Control, as further provided herein in paragraph [SPECIFY] of the section titled \"Agreements.\" RECITALS The Board of Directors of the Company has approved the Company entering into severance agreements with such executives of the Company and its subsidiaries as is determined by the Chairman and Chief Executive Officer. Should the Company receive or learn of any proposal by a third person about a possible business combination with the Company or the acquisition of its equity securities, the Board considers it imperative that the Company be able to rely upon the Executive to continue in his or her position. This to the end that the Company be able to receive and rely upon the Executive's advice concerning the best interests of the Company and its stockholders, without concern that person might be distracted by the personal uncertainties and risks created by such a proposal. Should the Company receive any such proposals, in addition to the Executive's regular duties, he or she may be called upon to assist in the assessment of such proposals, advise management and the Board as to whether such proposals would be in the best interests of the Company and its stockholders, and to take such other actions as the Board might determine to be appropriate. AGREEMENT NOW, THEREFORE, to assure the [YOUR COMPANY NAME], (the \"Company\", hereinafter) that it will have the continued dedication of the [EXECUTIVE NAME], (the \"Executive\", hereinafter) and the availability of that person's advice and counsel notwithstanding the possibility, threat or occurrence of a bid to take over control of the Company, and to induce the Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company and the Executive agree that the Executive Severance Agreement described above be amended and restated in its entirety as follows: Should a third person, in order to effect a change of control (as defined), begin a tender or exchange offer, circulate a proxy to stockholders or take other steps, the Executive agrees that he or she will not voluntarily leave the employ of the Company, and will render the services contemplated in the recitals to this agreement, until the third person has abandoned or terminated his efforts to effect a change of control or until a change of control has occurred. Should the Executive's employment with the Company or its subsidiaries terminate for any reason (either voluntary or involuntary), other than because of death, disability, Cause, or Normal Retirement within [NUMBER] years after a change of control of the Company, or in the event a successor company refuses to accept its obligations under this agreement as required by paragraph [SPECIFY] herein, the following will be provided: LUMP SUM CASH PAYMENT On or before the Executive's last day of employment with the Company or its subsidiaries, or as soon thereafter as possible, the Company will pay to the Executive as compensation for services rendered, a lump sum cash amount (subject to the usual withholding taxes) equal to (A) [NUMBER] times the sum of (1) the Executive's annual salary at the rate in effect immediately prior to the change of control and (2) the then-current maximum cash bonus opportunity established under the annual incentive plan for the bonus plan year in which termination occurs (but in no event shall such maximum cash bonus be less than that in effect for the period immediately prior to the change of control) plus (B) an amount equal to the compensation (at the Executive's rate of pay in effect immediately prior to the change of control) payable for any period for which the Executive could have, immediately prior to the date of his termination of employment, been on vacation and received such compensation, for unused and accrued vacation benefits determined under the Company's vacation pay plan or program covering the Executive immediately prior to the change of control. SALARIED AND SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS The Executive shall be paid a monthly retirement benefit, in addition to any benefits received under the Salaried Retirement Plans maintained by the Company or its subsidiaries, including the Company Salaried Retirement Plan and any Supplemental Executive Retirement Plan, such benefit to commence on the first to occur of (a) the commencement of payment of benefits under the Company Salaried Retirement Plan or (b) attainment of age [AGE], but not prior to [NUMBER] years following the date of termination of employment or age [AGE], whichever first occurs, such benefit to be an amount equal to the excess of (i) the aggregate benefits under such Salaried Retirement Plans to which the Executive would be entitled if he or she remained employed by the Company or its subsidiaries, for an additional period of [NUMBER] years, at the rate of annual compensation specified herein; over (ii) the benefits to which the Executive is actually entitled under such Salaried Retirement Plans. The source of payment of these benefits shall be the general assets of the Company unless the payment of such amounts is otherwise permissible from the corresponding qualified plan trust without violating any governmental regulations or statutes. LIFE, DENTAL, VISION, HEALTH AND LONG-TERM DISABILITY COVERAGE The Executive's participation in, and entitlement to, benefits under: the life insurance plan of the Company; all the health insurance plan or plans of the Company or its subsidiaries, including but not limited to those providing major medical and hospitalization benefits, dental benefits and vision benefits; and the Company's long-term disability plan or plans; as all such plans existed immediately prior to the change of control shall continue as though he or she remained employed by the Corporation or its subsidiaries for an additional period of [NUMBER] years. The applicable [SPECIFY] health insurance benefit continuation period shall begin at the end of this [NUMBER] year period. To the extent such participation or entitlement is not possible for any reason whatsoever, equivalent benefits shall be provided.",null,"Executive Protection Agreement Change in Control_Long Form","10",77,"doc","https://templates.business-in-a-box.com/imgs/1000px/executive-protection-agreement_change-in-control_long-form-D5193.png","https://templates.business-in-a-box.com/imgs/250px/5193.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5193.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 long form","Executive Protection Agreement Change in Control_Long Form Template","https://templates.business-in-a-box.com/imgs/400px/5193.png","https://templates.business-in-a-box.com/imgs/600px/5193.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/",[35,39,43,47,51,55,59,63,67,71,75,79,83,103,118,133,146,161],{"label":36,"url":37,"thumb":38,"extension":10},"Executive Protection Agreement Change in Control","/template/executive-protection-agreement-change-in-control-D5192","https://templates.business-in-a-box.com/imgs/250px/5192.png",{"label":40,"url":41,"thumb":42,"extension":10},"License Agreement Long Form","/template/license-agreement-long-form-D1020","https://templates.business-in-a-box.com/imgs/250px/1020.png",{"label":44,"url":45,"thumb":46,"extension":10},"Subordination Agreement Long Form","/template/subordination-agreement-long-form-D424","https://templates.business-in-a-box.com/imgs/250px/424.png",{"label":48,"url":49,"thumb":50,"extension":10},"Limited Partnership Agreement Long Form","/template/limited-partnership-agreement-long-form-D1011","https://templates.business-in-a-box.com/imgs/250px/1011.png",{"label":52,"url":53,"thumb":54,"extension":10},"Exchange of Shares Agreement Long Form","/template/exchange-of-shares-agreement-long-form-D331","https://templates.business-in-a-box.com/imgs/250px/331.png",{"label":56,"url":57,"thumb":58,"extension":10},"Software Distribution Agreement  Long Form","/template/software-distribution-agreement-long-form-D803","https://templates.business-in-a-box.com/imgs/250px/803.png",{"label":60,"url":61,"thumb":62,"extension":10},"Articles of Association Long Form","/template/articles-of-association-long-form-D997","https://templates.business-in-a-box.com/imgs/250px/997.png",{"label":64,"url":65,"thumb":66,"extension":10},"Movable Hypothec Long Form","/template/movable-hypothec-long-form-D284","https://templates.business-in-a-box.com/imgs/250px/284.png",{"label":68,"url":69,"thumb":70,"extension":10},"Consulting Agreement Long","/template/consulting-agreement---long-D12543","https://templates.business-in-a-box.com/imgs/250px/12543.png",{"label":72,"url":73,"thumb":74,"extension":10},"Data Protection Agreement","/template/data-protection-agreement-D13652","https://templates.business-in-a-box.com/imgs/250px/13652.png",{"label":76,"url":77,"thumb":78,"extension":10},"Change Management Policy","/template/change-management-policy-D13822","https://templates.business-in-a-box.com/imgs/250px/13822.png",{"label":80,"url":81,"thumb":82,"extension":10},"Employment Agreement Executive","/template/employment-agreement-executive-D543","https://templates.business-in-a-box.com/imgs/250px/543.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":102},"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","7",513,"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":92,"description":6},"employment agreement_at will employee",[94,97,100],{"label":95,"url":96},"Human Resources","human-resources",{"label":98,"url":99},"Hire an Employee","hire-employee",{"label":17,"url":101},"business-legal-agreements","/template/employment-agreement_at-will-employee-D541",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":112,"keywords":116,"url":117},"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},[113],{"label":114,"url":115},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":87,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":127,"keywords":126,"url":132},"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":126,"description":6},"non disclosure agreement nda",[128,129],{"label":17,"url":101},{"label":130,"url":131},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":87,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":142,"keywords":141,"url":145},"[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":141,"description":6},"job offer letter long",[143,144],{"label":95,"url":96},{"label":98,"url":99},"/template/job-offer-letter-long-D12769",{"description":147,"descriptionCustom":6,"label":148,"pages":149,"size":87,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":155,"keywords":154,"url":160},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: Termination of your employment Dear [Contact name], We regret to inform you that your employment with [YOUR COMPANY NAME] is terminated effective upon receipt of this letter for the following reason(s): [DETAIL REASONS] [DETAIL REASONS] [DETAIL REASONS] Please vacate the premises immediately with your personal possessions. We will forward your salary earned to date in due course together with any vacation pay to which you are entitled. Within [NUMBER] days of termination we shall issue you a statement of accrued benefits. Any insurance benefits shall continue in accordance with applicable law and/or provisions of our personnel policy. Please contact [Name], at your earliest convenience, who will explain each of these items and arrange with you for the return of any company property. Sincerely, [YOUR NAME] [YOUR TITLE] [YOUR PHONE NUMBER] [YOUREMAIL@YOURCOMPANY.COM] [IF SENT BY EMAIL YOU MAY INCLUDE THIS NOTICE]","Employee Dismissal Letter","2","https://templates.business-in-a-box.com/imgs/1000px/employee-dismissal-letter-D508.png","https://templates.business-in-a-box.com/imgs/250px/508.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#508.xml",{"title":154,"description":6},"employee dismissal letter",[156,157],{"label":95,"url":96},{"label":158,"url":159},"Employee Termination","employee-termination","/template/employee-dismissal-letter-D508",{"description":162,"descriptionCustom":6,"label":163,"pages":164,"size":87,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":170,"keywords":169,"url":173},"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":169,"description":6},"fixed term contract",[171,172],{"label":17,"url":101},{"label":17,"url":101},"/template/fixed-term-contract-D13225",false,{"seo":176,"reviewer":188,"quick_facts":192,"at_a_glance":194,"personas":198,"variants":223,"glossary":251,"fields":282,"how_to_fill":333,"common_mistakes":374,"faqs":391,"industries":416,"comparisons":433,"diy_vs_pro":444,"related_template_ids_curated":457,"schema":469,"classification":471},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Executive Protection Agreement Change In Control Long Template (Free Word)","Free executive protection agreement template for change-in-control scenarios. Covers severance, benefits, equity, and non-compete terms. Used in 190+ countries. Free Word and PDF download.","executive protection agreement change in control template",[181,182,183,184,185,186,187],"change in control agreement template","executive severance agreement template","change in control severance template","executive protection agreement word","golden parachute agreement template","change in control executive compensation template","executive employment change in control form",{"name":189,"credential":190,"reviewed_date":191},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":193,"legal_review_recommended":174,"signature_required":174},"easy",{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"An Executive Protection Agreement Change In Control Long Form is a structured document that records and formalizes the compensation, severance, and benefit protections owed to a senior executive in the event the company undergoes a qualifying change of ownership or control — such as a merger, acquisition, or majority stock transfer. This free Word download provides a ready-to-complete form covering all material protection terms in a single, organized document.\n","Use it when onboarding a new C-suite or VP-level executive who requires documented change-in-control protections, or when updating existing executive compensation arrangements ahead of a potential sale, merger, or IPO process.\n","The form captures party identification, triggering event definitions, cash severance formulas, equity acceleration schedules, continued benefit terms, non-compete and non-solicit restrictions, gross-up provisions for excise taxes, and release-of-claims conditions — all in a single structured record.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"CFOs and finance executives","Documenting personal protection terms before a company sale or merger","persona-cfo",{"title":204,"use_case":205,"icon_asset_id":206},"HR directors","Standardizing change-in-control form language across the executive team","persona-hr-manager",{"title":208,"use_case":209,"icon_asset_id":210},"Corporate counsel","Capturing agreed executive protection terms in a structured form for file retention","persona-corporate-counsel",{"title":212,"use_case":213,"icon_asset_id":214},"Private equity portfolio operators","Recording protection commitments made to retained management during a buyout","persona-operations-director",{"title":216,"use_case":217,"icon_asset_id":218},"CEOs and C-suite executives","Confirming severance and equity acceleration entitlements before signing an employment agreement","persona-ceo",{"title":220,"use_case":221,"icon_asset_id":222},"M&A advisors","Auditing existing executive protection terms during pre-transaction due diligence","persona-startup-founder",[224,228,232,235,239,243,247],{"situation":225,"recommended_template":226,"slug":227},"Single-trigger severance on change of control alone","Executive Protection Agreement Change In Control (Single Trigger)","executive-protection-agreement-change-in-control-D5192",{"situation":229,"recommended_template":230,"slug":231},"Double-trigger requiring both a change of control and termination or resignation for good reason","Executive Protection Agreement Change In Control Long Form","executive-protection-agreement-change-in-control-long-form-D5193",{"situation":233,"recommended_template":234,"slug":227},"Short-form summary of key protection terms for board presentation","Executive Protection Agreement Change In Control Short Form",{"situation":236,"recommended_template":237,"slug":238},"Full executive employment agreement with embedded change-in-control provisions","Executive Employment Agreement","employment-agreement-executive-D543",{"situation":240,"recommended_template":241,"slug":242},"Equity acceleration schedule attached to a stock option plan","Stock Option Agreement","employee-stock-option-agreement-D12613",{"situation":244,"recommended_template":245,"slug":246},"General severance arrangement not tied to a change of control","Executive Severance Agreement","severance-agreement-D525",{"situation":248,"recommended_template":249,"slug":250},"Retention bonus commitment to keep key executives through a transition","Retention Bonus Agreement","bonus-agreement-D13815",[252,255,258,261,264,267,270,273,276,279],{"term":253,"definition":254},"Change in Control","A defined triggering event — typically a merger, acquisition, asset sale, or majority stock transfer — that activates the executive's contractual protections.",{"term":256,"definition":257},"Single Trigger","A structure in which benefits become payable immediately upon a change-in-control event, regardless of whether the executive is terminated.",{"term":259,"definition":260},"Double Trigger","A structure requiring two conditions — a change of control plus a qualifying termination or resignation for good reason — before benefits are paid.",{"term":262,"definition":263},"Good Reason","A defined set of employer-initiated adverse changes — such as a pay cut, demotion, or relocation — that allow the executive to resign and still collect severance.",{"term":265,"definition":266},"Gross-Up Payment","An additional cash payment made to the executive to cover any excise taxes triggered under IRC Section 4999 on excess parachute payments.",{"term":268,"definition":269},"Equity Acceleration","Vesting of unvested stock options or restricted shares ahead of their normal schedule upon a qualifying change-in-control event.",{"term":271,"definition":272},"Parachute Payment","Compensation paid to an executive upon a change of control; payments exceeding three times the executive's base amount trigger a 20% excise tax under IRC Section 4999.",{"term":274,"definition":275},"Release of Claims","A condition requiring the executive to sign a waiver of employment-related legal claims against the company before receiving severance or other protection benefits.",{"term":277,"definition":278},"Cause","Specific documented grounds — misconduct, fraud, or material policy violation — that allow the company to terminate the executive without triggering protection payments.",{"term":280,"definition":281},"Best-of-Net Provision","An alternative to a gross-up in which the executive receives either the full parachute payment (and pays excise tax personally) or a reduced amount that avoids excise tax — whichever leaves the executive with more after-tax cash.",[283,288,293,298,303,308,313,318,323,328],{"name":284,"plain_english":285,"sample_language":286,"common_mistake":287},"Parties and effective date","Identifies the company (by legal name and state of formation) and the executive (by full name and title), and records the date the form was completed.","Company: [COMPANY LEGAL NAME], a [STATE] [ENTITY TYPE]. Executive: [EXECUTIVE FULL NAME], [TITLE]. Effective Date: [DATE].","Using a trade name instead of the registered legal entity name — the form becomes difficult to enforce if the company name on the document does not match corporate records.",{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Change-in-control trigger definition","Specifies the exact events that constitute a change of control — percentage of stock acquired, board composition change, asset sale threshold, or merger completion.","A 'Change in Control' occurs if: (a) any person acquires more than [50]% of the Company's voting stock; (b) the composition of the Board changes such that Incumbent Directors no longer constitute a majority; or (c) the Company completes a sale of all or substantially all of its assets.","Leaving the threshold percentage blank or using 'majority' without specifying whether that means 50% or a higher supermajority — this creates disputes over whether a triggering event has occurred.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Termination trigger conditions","For double-trigger forms, records the qualifying termination events — termination without cause or resignation for good reason — that must occur in addition to a change of control.","Benefits are payable only if, within [24] months following a Change in Control, the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason.","Omitting the look-back window, so that a termination occurring three years after a change of control triggers the same payments as one occurring the next day.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Cash severance formula","States the cash severance amount — typically expressed as a multiple of base salary plus target bonus — payable upon a qualifying termination.","Cash Severance: [2.0x] × (Annual Base Salary of $[AMOUNT] + Target Annual Bonus of $[AMOUNT]) = $[TOTAL]. Payable in a lump sum within [60] days of the separation date.","Referencing the target bonus percentage without recording the dollar value of the current base salary — the form becomes ambiguous if compensation changes before a qualifying event.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Equity acceleration schedule","Records which equity awards are subject to acceleration, the acceleration method (full vs. pro-rata), and the timeline for settlement after the triggering event.","Upon a qualifying termination, [100]% of the Executive's then-outstanding and unvested stock options and RSUs shall immediately vest. Shares shall be delivered or options exercisable within [30] days of vesting.","Failing to specify whether acceleration applies to all outstanding equity grants or only those issued after a certain date — executives often hold grants under multiple plan documents.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Continued benefits period","Records the duration for which the company will continue to provide (or reimburse the cost of) health, dental, vision, and life insurance coverage after termination.","The Company shall continue or reimburse the Executive's COBRA premiums for health, dental, and vision coverage for [18] months following the separation date, provided the Executive timely elects continuation coverage.","Promising to 'continue benefits' without specifying that this is achieved through COBRA reimbursement — the company cannot legally maintain a former employee on its active group plan.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Gross-up or best-of-net election","Records whether the executive receives a gross-up payment to cover IRC Section 4999 excise taxes, or whether a best-of-net cap applies.","If any payment under this Agreement constitutes an 'excess parachute payment' under IRC §280G, the Executive shall receive: [  ] a full gross-up payment covering all excise taxes and income taxes on the gross-up, OR [  ] a best-of-net reduction to the Safe Harbor Amount, whichever is greater after tax.","Selecting the gross-up option without modeling the actual excise tax exposure — gross-ups can cost the company 40–60 cents on the dollar in additional cash outlay and are increasingly disfavored by institutional shareholders.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Non-compete and non-solicitation restrictions","Records the post-termination restrictions on the executive's ability to join competitors or solicit customers and employees, including duration and geographic scope.","For [12] months following separation, Executive shall not (a) engage in a Competing Business within [GEOGRAPHIC AREA], or (b) solicit any customer, client, or employee of the Company.","Using the same restriction period regardless of whether the executive was terminated without cause or resigned voluntarily — courts are less likely to enforce long restrictions against executives who were involuntarily separated.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Release of claims condition and deadline","Records the requirement that the executive execute a release of claims within a specified window (typically 21 or 45 days) as a condition to receiving any protection benefits.","Payment of all benefits under this Agreement is conditioned on the Executive executing and not revoking a general release of claims in a form acceptable to the Company within [21] days of separation.","Setting a release deadline shorter than 21 days for executives over 40 — ADEA/OWBPA requires a minimum 21-day consideration period and 7-day revocation window for age discrimination waivers.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Governing law and dispute resolution","Records the jurisdiction whose law governs the agreement and the mechanism for resolving disputes — arbitration, mediation, or court.","This Agreement is governed by the laws of [STATE]. Disputes shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY], except claims for injunctive relief.","Choosing a governing law state with no connection to the executive's work location — some states, including California, apply local law regardless of what the form specifies.",[334,339,344,349,354,359,364,369],{"step":335,"title":336,"description":337,"tip":338},1,"Enter legal party names and the effective date","Record the company's full registered legal name (not a trade name), the executive's legal name and current title, and the date the form is being completed.","Cross-check the company name against your state corporate registry before finalizing — mismatches create enforcement problems.",{"step":340,"title":341,"description":342,"tip":343},2,"Define the change-in-control trigger precisely","Select and complete the applicable trigger definitions — stock acquisition threshold, board composition change, and/or asset sale threshold. Enter the exact percentage for each applicable trigger.","A 50% stock acquisition threshold is standard for most agreements; boards sometimes use 30% for earlier activation.",{"step":345,"title":346,"description":347,"tip":348},3,"Select single- or double-trigger structure","Mark whether benefits activate on a change of control alone (single trigger) or only if followed by a qualifying termination or resignation for good reason (double trigger). Record the look-back window in months.","Double-trigger structures with a 24-month window are the current market standard for most public and private companies.",{"step":350,"title":351,"description":352,"tip":353},4,"Record the cash severance formula","Enter the base salary and target bonus dollar amounts, the applicable multiple (typically 1x–3x), and the total lump-sum figure. Confirm the payment timing in days from the separation date.","Record both the percentage and the dollar value of the target bonus — compensation changes between now and the triggering event can otherwise create ambiguity.",{"step":355,"title":356,"description":357,"tip":358},5,"Document equity acceleration terms","List all outstanding equity grant types subject to acceleration, specify full vs. pro-rata vesting, and enter the settlement timeline. Reference specific plan documents by name if multiple grants are covered.","If the executive holds grants under more than one equity plan, attach a schedule listing each grant by date, award type, and unvested balance.",{"step":360,"title":361,"description":362,"tip":363},6,"Record the continued benefits period and gross-up election","Enter the COBRA continuation period in months and the monthly reimbursement cap. Then check the gross-up or best-of-net box and confirm the IRC §280G treatment with the compensation figures already entered.","Run a preliminary §280G calculation before electing the gross-up option — the company's cost can exceed the executive's benefit significantly at higher severance multiples.",{"step":365,"title":366,"description":367,"tip":368},7,"Complete the release conditions and governing law fields","Enter the release deadline (21 days minimum for executives over 40), the revocation period (7 days), and the governing state. Select the dispute resolution mechanism.","Use the state where the executive primarily works as the governing law jurisdiction unless legal counsel advises otherwise.",{"step":370,"title":371,"description":372,"tip":373},8,"File the completed form and distribute copies","Save the completed form in the executive's compensation file and in the company's corporate records. Provide a copy to the executive for their personal records.","Version-control the form with a date stamp in the filename — executive compensation terms are frequently updated and having a clear version history prevents disputes.",[375,379,383,387],{"mistake":376,"why_it_matters":377,"fix":378},"Leaving the trigger percentage threshold blank","Without a specific ownership percentage, the parties will dispute whether a qualifying change of control has occurred, potentially delaying or voiding payment.","Enter a specific percentage — 50% is the most common standard — and confirm it aligns with the definition used in the company's equity plan documents.",{"mistake":380,"why_it_matters":381,"fix":382},"Omitting the look-back window for double-trigger activation","Without a defined window (typically 24 months), a termination occurring years after a change of control could still theoretically trigger benefits, creating open-ended liability.","Specify the exact number of months following the change of control during which a qualifying termination must occur to activate benefits.",{"mistake":384,"why_it_matters":385,"fix":386},"Setting the release deadline below 21 days for executives over 40","The Older Workers Benefit Protection Act requires a minimum 21-day consideration period and 7-day revocation window for any age discrimination waiver — a shorter deadline voids the release.","Always use a 21-day consideration period and a 7-day revocation window for any executive who is 40 or older at the time of separation.",{"mistake":388,"why_it_matters":389,"fix":390},"Electing a gross-up without modeling the Section 4999 excise tax exposure","A gross-up commitment can cost the company 40–60% more in total cash outlay than the executive's net benefit — at high severance multiples this can reach seven figures of unmodeled liability.","Run a preliminary §280G calculation using current compensation figures before electing the gross-up option; consider the best-of-net alternative for cost control.",[392,395,398,401,404,407,410,413],{"question":393,"answer":394},"What is an executive protection agreement change in control?","An executive protection agreement change in control is a document that records the specific compensation, severance, equity, and benefit protections a company commits to provide a senior executive if the company is acquired, merged, or undergoes another qualifying ownership change. It protects the executive from losing compensation mid-tenure due to a transaction and helps the company retain key management through an uncertain transition period.\n",{"question":396,"answer":397},"What is the difference between a single-trigger and double-trigger change-in-control agreement?","A single-trigger agreement pays benefits immediately upon a qualifying change of control, regardless of whether the executive is terminated. A double-trigger agreement requires both a change of control and a subsequent qualifying termination or resignation for good reason before benefits are paid. Double-trigger structures are more common today because institutional shareholders view single-trigger arrangements as windfalls that reward executives for transactions rather than outcomes.\n",{"question":399,"answer":400},"What is typically included in a change-in-control severance package?","A standard package includes a cash severance payment (typically 1x–3x annual base salary plus target bonus), acceleration of unvested equity awards, continuation of health and benefits coverage for 12–24 months, and sometimes a gross-up or best-of-net provision to address Section 4999 excise taxes. The exact terms depend on the executive's seniority, the company's size, and prevailing market practice for comparable roles.\n",{"question":402,"answer":403},"What is a Section 4999 excise tax and how does it affect this form?","Under IRC Section 4999, an executive who receives parachute payments exceeding three times their average annual compensation owes a 20% excise tax on the excess amount. The gross-up or best-of-net fields on this form record how the company and executive have agreed to handle that tax exposure. A gross-up commits the company to covering the excise tax; a best-of-net provision reduces the payout to stay below the threshold.\n",{"question":405,"answer":406},"Does this form replace an employment contract?","No. This form supplements an existing employment agreement by recording the specific change-in-control protections that apply to the executive. It does not replace provisions governing day-to-day duties, base compensation, non-competition terms, or IP assignment that belong in a full employment agreement. Both documents should be in the executive's file and should cross-reference each other.\n",{"question":408,"answer":409},"What is 'good reason' in a double-trigger agreement?","Good reason is a defined list of employer-initiated adverse changes — typically a material reduction in base salary or target bonus, a significant demotion, a forced relocation of more than a specified number of miles, or a material reduction in duties — that allow the executive to resign and still collect change-in-control benefits as if they were terminated without cause. The definition should be specific and narrow enough to prevent abuse but broad enough to cover genuine constructive dismissal scenarios.\n",{"question":411,"answer":412},"How long should the continued benefits period be?","Market practice for senior executives ranges from 12 to 24 months of COBRA reimbursement following a qualifying termination. The period typically mirrors the cash severance multiple — a 2x severance executive commonly receives 24 months of benefits continuation. The form should specify that continuation is achieved through COBRA reimbursement rather than active plan participation, since a former employee cannot legally remain on the company's active group plan.\n",{"question":414,"answer":415},"When should this form be completed?","Complete and file the form before the executive's employment begins, or when updating compensation terms in anticipation of a transaction. Completing it after a change of control has been announced significantly weakens its enforceability — courts scrutinize agreements entered into when a triggering event is already foreseeable. Completing it as part of standard executive onboarding is the cleanest approach.\n",[417,421,425,429],{"industry":418,"icon_asset_id":419,"specifics":420},"Private equity and M&A","industry-fintech","Portfolio companies use this form to lock in management retention terms before a planned exit, ensuring key executives remain through closing and transition.",{"industry":422,"icon_asset_id":423,"specifics":424},"Technology / SaaS","industry-saas","High-value equity packages make the equity acceleration and Section 4999 gross-up fields particularly material for software executives.",{"industry":426,"icon_asset_id":427,"specifics":428},"Financial services","industry-professional-services","Regulatory requirements and bonus-heavy compensation structures require precise cash severance formulas and clawback-compatible release conditions.",{"industry":430,"icon_asset_id":431,"specifics":432},"Healthcare and life sciences","industry-healthtech","Frequent M&A activity in this sector means change-in-control forms are standard for C-suite and divisional VP roles at both large health systems and growth-stage biotech companies.",[434,436,439,441],{"vs":237,"vs_template_id":238,"summary":435},"An executive employment agreement governs the full scope of the employment relationship — duties, compensation, IP, confidentiality, and termination. This protection form is a focused supplement that records only the change-in-control terms in detail. Both documents belong in the executive's file and should cross-reference each other.",{"vs":234,"vs_template_id":437,"summary":438},"","The short form summarizes key protection terms in two to three pages for board approval or disclosure purposes. This long form captures every material term — trigger definitions, severance formulas, equity acceleration, gross-up elections, and release conditions — in full detail suitable for legal file retention and enforcement.",{"vs":249,"vs_template_id":437,"summary":440},"A retention bonus agreement pays a defined cash bonus if the executive remains through a specified date or transaction close, regardless of whether they are terminated. This protection agreement, by contrast, pays benefits only if the executive is terminated or resigns for good reason — it rewards involuntary separation, not continued service.",{"vs":442,"vs_template_id":437,"summary":443},"General Severance Agreement","A general severance agreement documents the payment terms for any qualifying termination, not just those tied to a change of control. This form applies exclusively to the heightened protections activated by an ownership-change event, which typically carry higher multiples and additional equity terms than standard severance.",{"use_template":445,"template_plus_review":449,"custom_drafted":453},{"best_for":446,"cost":447,"time":448},"HR teams and corporate counsel recording agreed executive protection terms in a standardized format","Free","15–30 minutes per executive",{"best_for":450,"cost":451,"time":452},"Companies entering an active M&A process or updating terms for a C-suite hire with complex equity","$300–$800 for a compensation attorney review","1–3 days",{"best_for":454,"cost":455,"time":456},"Public companies, heavily regulated industries, or executives with material Section 4999 exposure requiring a full §280G analysis","$2,000–$8,000+","1–3 weeks",[238,458,459,460,461,462,463,464,465,466,467,468],"employment-agreement_at-will-employee-D541","independent-contractor-agreement-D160","non-disclosure-agreement-nda-D12692","job-offer-letter-long-D12769","employee-dismissal-letter-D508","fixed-term-contract-D13225","remote-work-agreement-D13282","temporary-employment-contract-D12734","purchase-order-D1411","small-business-expense-report-D13396","strategic-planning-template-D13857",{"emit_how_to":470,"emit_defined_term":470},true,{"primary_folder":101,"secondary_folder":472,"document_type":473,"industry":474,"business_stage":475,"tags":476,"confidence":482},"equity-and-mergers","agreement","general","exit",[477,478,479,480,481],"m-and-a","equity","executive-protection","change-in-control","severance",0.92,"\u003Ch2>What is an Executive Protection Agreement Change In Control Long Form?\u003C/h2>\n\u003Cp>An \u003Cstrong>Executive Protection Agreement Change In Control Long Form\u003C/strong> is a structured document that records the specific severance, equity acceleration, and benefit protections a company commits to provide a senior executive if the company undergoes a qualifying change of ownership — such as a merger, acquisition, or majority stock transfer. It captures every material protection term in a single, organized form: the trigger event definitions, the cash severance formula, the equity vesting schedule, the continued benefits period, the Section 4999 gross-up or best-of-net election, and the release-of-claims conditions. Unlike a brief summary or short-form record, this long form is designed for legal file retention and enforcement, providing enough detail that both parties can determine precisely what is owed and when.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a completed protection agreement on file, an executive facing termination after a company sale must rely on verbal assurances or general employment contract language that rarely addresses the specifics of a change-in-control scenario — severance multiples, equity acceleration timing, COBRA reimbursement periods, and excise tax treatment all require explicit documentation to be enforceable. For the company, an undocumented or inconsistently structured set of executive protections creates legal exposure, increases transaction friction during M&A due diligence, and makes it harder to retain key management through a critical transition. This template gives HR teams, corporate counsel, and executives a consistent, complete record of agreed terms — reducing disputes, accelerating due diligence, and ensuring that protection commitments made at hire are honored at the moment they matter most.\u003C/p>\n",1781186022550]