Change in Control and Severance Agreement Sample Contracts

OUTSET MEDICAL, Inc. AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • February 21st, 2024 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • California

This Amended and Restated Change in Control and Severance Agreement (the “Agreement”) is made between Outset Medical, Inc. (the “Company”) and [ ] (the “Executive”), effective as of [_______], 2024 (the “Effective Date”).

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ATHIRA PHARMA, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • August 9th, 2024 • Athira Pharma, Inc. • Biological products, (no disgnostic substances) • Washington

This Change in Control and Severance Agreement (the “Agreement”) is made by and between Athira Pharma, Inc., a Delaware corporation (the “Company”), and Javier San Martin (“Executive”), effective as of April 15, 2024 (the “Effective Date”).

CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • November 5th, 2020 • Orthofix Medical Inc. • Surgical & medical instruments & apparatus • Texas

This AGREEMENT (the “Agreement”) is made and entered into as of September 11, 2020 (the “Effective Date”), by and between Orthofix Medical Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and Paul Gonsalves (the “Executive”).

CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • May 3rd, 2023 • Upwork, Inc • Services-computer processing & data preparation • California

This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between Erica Gessert (the “Executive”) and Upwork Inc., a Delaware corporation (the “Company”), on April 25, 2023 (the “Effective Date”).

CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • October 26th, 2021 • Inseego Corp. • Communications equipment, nec • California

This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Robert G. Barbieri (“Executive”) and Inseego Corp., a Delaware corporation (the “Company”), this 25th day of October, 2021 (the “Effective Date”).

ORTHOFIX MEDICAL INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • November 7th, 2024 • Orthofix Medical Inc. • Surgical & medical instruments & apparatus

This AGREEMENT (the “Agreement”) is made and entered into as of June 10, 2024 (the “Effective Date”), by and between Orthofix Medical Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and Max Reinhardt (the “Executive”).

AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • February 2nd, 2016 • Church & Dwight Co Inc /De/ • Soap, detergents, cleang preparations, perfumes, cosmetics • New Jersey

THIS AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT, dated as of , 201X (this “Agreement”), is made by and between Church & Dwight Co., Inc, a Delaware corporation (the “Company”), and Matthew T. Farrell (the “Executive”).

ADVERUM BIOTECHNOLOGIES, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • August 10th, 2023 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • California

This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between ______________ (“Executive”) and Adverum Biotechnologies, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).

AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • November 18th, 2008 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • April 29th, 2015 • BioMed Realty L P • Real estate • California

THIS CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this “Agreement”), effective as of August 28, 2013 (the “Effective Date”), is entered into by and among BioMed Realty Trust, Inc., a Maryland corporation (the “REIT”), BioMed Realty, L.P., a Maryland limited partnership (the “Operating Partnership,” and together with the REIT, the “Company”), and Jonathan P. Klassen (the “Executive”).

NETGEAR, Inc. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • May 3rd, 2024 • Netgear, Inc. • Telephone & telegraph apparatus • California

This Change in Control and Severance Agreement (the “Agreement”) is made between NETGEAR, Inc. (the “Company”) and Charles Prober (the “Executive”), effective as of January 31, 2024 (the “Effective Date”).

AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • May 1st, 2019 • Terex Corp • Industrial trucks, tractors, trailors & stackers • Connecticut

THIS AGREEMENT dated as of _________, is made by and between Terex Corporation, a Delaware corporation (the “Company”), and __________ (the “Executive”).

4D MOLECULAR THERAPEUTICS, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • February 29th, 2024 • 4D Molecular Therapeutics, Inc. • Biological products, (no disgnostic substances) • California

This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between (“Executive”) and 4D Molecular Therapeutics, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).

NAUTILUS SUBSIDIARY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • August 2nd, 2023 • Nautilus Biotechnology, Inc. • Laboratory analytical instruments • California

This Change in Control and Severance Agreement (the “Agreement”) is made by and between Nautilus Subsidiary Inc., a Delaware corporation (the “Company”), Nautilus Biotechnology, Inc., a Delaware corporation (“Nautilus”), and Subra Sankar (“Executive”), effective as of the date this Agreement is executed by both the Company and Executive (the “Effective Date”). Certain capitalized terms used in this Agreement are defined in Section 7 below.

CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • October 15th, 2012 • Ceradyne Inc • Miscellaneous manufacturing industries • California

This Change in Control and Severance Agreement (“Agreement”) is entered into as of September 28, 2012 (the “Effective Date”), by and between Ceradyne, Inc., a Delaware corporation (the “Company”) and Jeffrey J. Waldal (“Executive”)

CHANGE IN CONTROL AND SEVERANCE AGREEMENT – CFO
Change in Control and Severance Agreement • September 2nd, 2021 • Anaplan, Inc. • Services-prepackaged software • California

This Change In Control and Severance Agreement (the “Agreement”) is made by and between Anaplan, Inc. (the “Company”) and Vikas Mehta (the “Executive”), effective on the date of the Company’s signature below (the “Effective Date”).

FIBROGEN, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • October 24th, 2014 • Fibrogen Inc • Pharmaceutical preparations • California

This Change in Control and Severance Agreement (this “Agreement”) is dated as of [ ], 2014, by and between [ ] (“Executive”) and Fibrogen, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Executive with certain benefits described herein upon the occurrence of specific events.

EX-10.18 3 a17-1074_1ex10d18.htm EX-10.18 CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • May 5th, 2020 • Connecticut

This Change in Control and Severance Agreement (this “Agreement”) is entered into by and between [·] (the “Executive”) and Loxo Oncology, Inc., a Delaware corporation (the “Company”), on March 6, 2017 (the “Effective Date”).

MAXLINEAR, INC. AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • December 19th, 2018 • Maxlinear Inc • Semiconductors & related devices • California

This Amended and Restated Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between ____________ (“Executive”) and MaxLinear, Inc. (the “Company” and, together with the “Executive,” the “Parties”), effective as of __________________ (the “Effective Date”), and amends and restates in its entirety the Change in Control and Severance Agreement made and entered into by and between the Parties, effective as of [DATE] (such agreement, the “Prior Agreement”).

CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • August 6th, 2019 • Silk Road Medical Inc • Surgical & medical instruments & apparatus • California

This Change in Control and Severance Agreement (the "Agreement") is made between Silk Road Medical, Inc. (the "Company") and Lucas Buchanan (the "Executive"), effective as of March 21, 2019 (the "Effective Date").

ADVERUM BIOTECHNOLOGIES, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • June 13th, 2016 • Adverum Biotechnologies, Inc. • Biological products, (no disgnostic substances) • California

This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Leone Patterson (“Executive”) and Adverum Biotechnologies, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).

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ATHIRA PHARMA, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • May 22nd, 2023 • Athira Pharma, Inc. • Biological products, (no disgnostic substances) • Washington

This Change in Control and Severance Agreement (the “Agreement”) is made by and between Athira Pharma, Inc., a Delaware corporation (the “Company”), and Andrew Gengos (“Executive”), effective as of May 18, 2023 (the “Effective Date”).

MICREL, INCORPORATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • March 6th, 2014 • Micrel Inc • Semiconductors & related devices • California

This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Raymond D. Zinn (the “Executive”) and Micrel, Incorporated (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).

INTUITY MEDICAL, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • September 17th, 2021 • Intuity Medical, Inc. • In vitro & in vivo diagnostic substances • California

This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Timothy Buskey (“Executive”) and Intuity Medical, Inc. (the “Company”), effective as of immediately prior to the time the Company’s registration statement relating to the initial public offering of the Company’s common stock (the “IPO”) becomes effective (the “Effective Date”). This Agreement amends and restates and supersedes in its entirety that certain Change of Control Severance Agreement between Executive and the Company dated as of October 5, 2018 and supersedes the offer letter agreement between Executive and the Company dated as of January 21, 2018 (together, the “Prior Agreements”).

PACIFIC BIOSCIENCES OF CALIFORNIA, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • January 24th, 2023 • Pacific Biosciences of California, Inc. • Laboratory analytical instruments • California

This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Susan Kim (“Executive”) and Pacific Biosciences of California, Inc., a Delaware corporation (the “Company”), effective as of February 3, 2021 (the “Effective Date”).

HIMS, INC. FORM OF CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • February 27th, 2023 • Hims & Hers Health, Inc. • Services-offices & clinics of doctors of medicine • California

This Change in Control Severance Agreement (the “Agreement”) is made and entered into by and between [NAME OF EMPLOYEE OR DIRECTOR] (the “Executive”) and Hims, Inc., a Delaware corporation (the “Company”), effective as of the date specified in Section 1 below.

REALNETWORKS, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • May 2nd, 2011 • Realnetworks Inc • Services-computer programming services • Washington

This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Tracy Daw (“Executive”) and RealNetworks, Inc., a Washington corporation (the “Company”), effective as of September 9, 2010 (the “Effective Date”).

RenovoRX, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • June 7th, 2024 • RenovoRx, Inc. • Pharmaceutical preparations • California

This Change in Control and Severance Agreement (the “Agreement”) is made by and between RenovoRx, Inc., a Delaware corporation (the “Company”), and Ron Kocak (“Executive”), effective as of the Effective Date, as defined in Section 7 below.

CHANGE-IN-CONTROL AND SEVERANCE AGREEMENT
Change-in-Control and Severance Agreement • August 8th, 2023 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • New Jersey

THIS CHANGE-IN-CONTROL AND SEVERANCE AGREEMENT (this “Agreement”), initially entered into by and between Tabula Rasa HealthCare, Inc., a Delaware corporation (the “Company”) and [___] (the “Executive” and collectively with the Company referred to herein as the “Parties)” on [__] (the “Effective Date”).

CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • August 4th, 2023 • XPO, Inc. • Transportation services • Delaware

This CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this “Agreement”) is made and entered into by and between XPO, INC., a Delaware corporation (the “Company”), and Kyle Wismans (“Employee”). Certain capitalized terms used in this Agreement are defined in Section 7 below.

Change in Control and Severance Agreement
Change in Control and Severance Agreement • April 29th, 2021 • Morphic Holding, Inc. • Pharmaceutical preparations • Massachusetts

This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between Peter Linde (the “Executive”) and Morphic Holding, Inc., a Delaware corporation (the “Company”) 1, and is effective as of the Effective Date.

Alfred C. Giammarino c/o FairPoint Communications, Inc. Suite 500 Charlotte, North Carolina 28202 Re: Change in Control and Severance Agreement Dear Al:
Change in Control and Severance Agreement • November 7th, 2008 • Fairpoint Communications Inc • Telephone communications (no radiotelephone)

This letter agreement (the “Agreement”) between you and FairPoint Communications, Inc. (the “Company”) sets forth certain rights and obligations with respect to the payment of severance and receipt of certain benefits (the “Severance Benefits”) in the event of the termination of your employment for any of the circumstances described in Paragraph 1, below. This Agreement shall supersede any prior agreements or other arrangements between you and the Company or its affiliates concerning the receipt of payment or benefits upon your employment termination or in accordance with the Company’s published or unpublished policies.

CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • May 12th, 2022 • Archer Aviation Inc. • Aircraft • California

This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between [ ] (the “Executive”) and Archer Aviation Inc., a Delaware corporation (the “Company”), on [ ], 2022, and is effective as of [ ], 2022 (the “Effective Date”).

CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • March 18th, 2019 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices • California

This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between [____] (the “Executive”) and Adesto Technologies., a Delaware corporation (the “Company”), and is effective as of [], 201[__] (the “Effective Date”).

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