[Type A: 2 year w/window CIC]
CHANGE IN CONTROL AGREEMENT
The undersigned employee ("Employee") and Sunrise Medical Inc., a
Delaware corporation (the "Company"), desire to enter into this Agreement (the
"Agreement") as of the date set forth below for the purpose of providing for
certain rights and obligations following a Change in Control. In consideration
of the foregoing and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and Employee hereby agree
as follows:
SECTION 1. TERMS AND CONDITIONS. The Terms and Conditions
attached hereto are incorporated herein by this reference and shall be part of
the Agreement and binding on the Company and Employee. Neither the Agreement
nor any of the Terms and Conditions incorporated in the Agreement may be waived
or modified except in a written waiver or amendment signed by the Company and
the Employee. Capitalized terms used in the Agreement shall have the meanings
set forth herein or in the Terms and Conditions.
SECTION 2. SEVERANCE PAYMENT. The term "Severance Payment" when
used in the Agreement shall mean an amount equal to the following:
Two times the sum of (i) Employee's annual salary in effect as of the Date
of Termination or immediately prior to the Change in Control, whichever
salary is greater, and (ii) the amount of the Employee's target bonus under
the Company's Management Incentive Bonus Plan (and any successor and
supplemental bonus plan or plans) in effect for the fiscal year during
which the Date of Termination occurs or during the fiscal year during which
the Change of Control occurs, whichever bonus is greater.
SECTION 3. TERMINATION OF EMPLOYMENT FOR ANY OR NO REASON.
Notwithstanding any other provision set forth in the Agreement to the contrary,
Employee shall be entitled to terminate his employment for any or no reason
during the 30-day period commencing on the first anniversary of the date of a
Change in Control and such termination of employment shall be deemed
automatically to be a termination of employment for Good Reason for purposes of
the Agreement, entitling Employee to payment of the severance payment referenced
above and the benefits, bonuses and other payments referenced in the attached
Terms and Conditions.
IN WITNESS WHEREOF, Employee and the Company have entered into this
Agreement, effective as of the date set forth below.
Date: June 27, 1997
SUNRISE MEDICAL INC.
Signed: Signed:
---------------------------- --------------------------------
Address: 0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
[Type B: 2 year CIC]
CHANGE IN CONTROL AGREEMENT
The undersigned employee ("Employee") and Sunrise Medical Inc., a
Delaware corporation (the "Company"), desire to enter into this Agreement (the
"Agreement") as of the date set forth below for the purpose of providing for
certain rights and obligations following a Change in Control. In consideration
of the foregoing and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and Employee hereby agree
as follows:
SECTION 4. TERMS AND CONDITIONS. The Terms and Conditions
attached hereto are incorporated herein by this reference and shall be part of
the Agreement and binding on the Company and Employee. Neither the Agreement
nor any of the Terms and Conditions incorporated in the Agreement may be waived
or modified except in a written waiver or amendment signed by the Company and
the Employee. Capitalized terms used in the Agreement shall have the meanings
set forth herein or in the Terms and Conditions.
SECTION 5. SEVERANCE PAYMENT. The term "Severance Payment" when
used in the Agreement shall mean an amount equal to the following:
Two times the sum of (i) Employee's annual salary in effect as of the Date
of Termination or immediately prior to the Change in Control, whichever
salary is greater, and (ii) the amount of the Employee's target bonus under
the Company's Management Incentive Bonus Plan (and any successor and
supplemental bonus plan or plans) in effect for the fiscal year during
which the Date of Termination occurs or during the fiscal year during which
the Change of Control occurs, whichever bonus is greater.
IN WITNESS WHEREOF, Employee and the Company have entered into this
Agreement, effective as of the date set forth below.
Date: June 27, 1997
SUNRISE MEDICAL INC.
Signed: Signed:
---------------------------- --------------------------------
Address: 0000 Xxxxxxx Xxxxxx,Xxxxx 000
Xxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
1
[Type C: 2 year declining: 1 year minimum CIC]
CHANGE IN CONTROL AGREEMENT
The undersigned employee ("Employee") and Sunrise Medical Inc., a
Delaware corporation (the "Company"), desire to enter into this Agreement (the
"Agreement") as of the date set forth below for the purpose of providing for
certain rights and obligations following a Change in Control. In consideration
of the foregoing and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and Employee hereby agree
as follows:
SECTION 6. TERMS AND CONDITIONS. The Terms and Conditions
attached hereto are incorporated herein by this reference and shall be part of
the Agreement and binding on the Company and Employee. Neither the Agreement
nor any of the Terms and Conditions incorporated in the Agreement may be waived
or modified except in a written waiver or amendment signed by the Company and
the Employee. Capitalized terms used in the Agreement shall have the meanings
set forth herein or in the Terms and Conditions.
SECTION 7. SEVERANCE PAYMENT. The term "Severance Payment" when
used in the Agreement shall mean an amount equal to the following:
IF THE DATE OF TERMINATION OCCURS AT ANY TIME DURING THE FIRST YEAR
following the Change in Control, the Severance Payment shall be an amount
equal to the sum of (i) the Employee's annual salary in effect as of the
Date of Termination or immediately prior to the Change in Control,
whichever salary is greater, and (ii) the amount of the Employee's target
bonus under the Company's Management Incentive Bonus Plan (and any
successor and supplemental bonus plan or plans) in effect for the fiscal
year during which the Date of Termination occurs or during the fiscal year
during which the Change in Control occurs, whichever bonus is greater (the
sum of (i) and (ii) being referred to herein as the "Annual Compensation
Amount"), and (iii) an amount determined by multiplying the Annual
Compensation Amount by a fraction, the numerator of which shall be the
number of days in the period which commences on the Date of Termination and
ends on the last day of the first year following the Change in Control, and
the denominator of which shall be 365.
IF THE DATE OF TERMINATION OCCURS AT ANY TIME DURING THE SECOND YEAR
following the Change in Control, the Severance Payment shall be an amount
equal to the Annual Compensation Amount.
IN WITNESS WHEREOF, Employee and the Company have entered into this
Agreement, effective as of the date set forth below.
Date: June 27, 1997
SUNRISE MEDICAL INC.
Signed: Signed:
---------------------------- --------------------------------
Address: 0000 Xxxxxxx Xxxxxx,Xxxxx 000
Xxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
2
