Change of Control and Severance Agreement Sample Contracts

CAREDX, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • November 4th, 2024 • CareDx, Inc. • Services-medical laboratories • California

This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Jessica Meng (“Executive”) and CareDx, Inc., a Delaware corporation (the “Company”), effective as of August 30, 2024 (the “Effective Date”).

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ARTICLE I DUTIES AND TERM
Change of Control and Severance Agreement • December 22nd, 2009 • Deckers Outdoor Corp • Rubber & plastics footwear • California
RECITALS:
Change of Control and Severance Agreement • March 16th, 2006 • Nashua Corp • Converted paper & paperboard prods (no contaners/boxes) • Massachusetts
SOLTA MEDICAL, INC. AMENDED AND RESTATED CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • August 7th, 2013 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus • California

This Amended and Restated Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between JOHN “JACK” GLENN (“Executive”) and Solta Medical, Inc. (the “Company”), effective as of April 1, 2013 (the “Effective Date”).

EX-10.21 2 a18-1035_1ex10d21.htm EX-10.21 AVINGER, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • May 5th, 2020 • California

This Change of Control and Severance Agreement (the “Agreement”) is entered into as of March 29, 2018 (the “Effective Date”) by and between Avinger, Inc. (the “Company”), and Jeff Soinski (“Executive”).

ANACOR PHARMACEUTICALS, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • September 10th, 2010 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • California

This Change of Control and Severance Agreement (the "Agreement") is dated as of August 21, 2007, by and between David P. Perry ("Employee") and Anacor Pharmaceuticals, Inc., a Delaware corporation (the "Company" or "Anacor"). This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events.

TALEND, INC. [AMENDED AND RESTATED] CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • March 1st, 2021 • Talend S.A. • Services-prepackaged software • California

This [Amended and Restated] Change of Control and Severance Agreement (the “Agreement”) is made between Talend, Inc. (the “Company”) and [ ] (the “Executive”), effective on the date of the last signature below (the “Effective Date”).

CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • September 4th, 2008 • TherOx, Inc.

This Change of Control and Severance Agreement (the “Agreement”) is entered into between TherOx, Inc., a Delaware corporation (the “Company,” which term shall include any successor by merger, consolidation, sale of substantially all of the Company’s assets or otherwise), and Shelley B. Thunen (“Executive”) effective as of the 28th day of August, 2008 (“Effective Date”).

NUANCE COMMUNICATIONS, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • November 20th, 2018 • Nuance Communications, Inc. • Services-prepackaged software • California

This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Daniel Tempesta (“Executive”) and Nuance Communications, Inc., a Delaware corporation (the “Company”), effective as of the later date on the signature page of this Agreement (the “Effective Date”).

COMSCORE, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • February 28th, 2020 • Comscore, Inc. • Services-business services, nec • Virginia

This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between William Livek (“Executive”) and comScore, Inc., a Delaware corporation (the “Company”), effective as of the date of closing of the Company’s acquisition of Rentrak Corporation (the “Effective Date”).

CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • March 1st, 2010 • Deckers Outdoor Corp • Rubber & plastics footwear • California

THIS CHANGE OF CONTROL AND SEVERANCE AGREEMENT (the “Agreement”) is made as of , by and between DECKERS OUTDOOR CORPORATION, a Delaware corporation (the “Company”), and THOMAS GEORGE (the “Executive”) and is effective as of January 1, 2010 (the “Effective Date”).

CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • March 27th, 2006 • Fidelity D & D Bancorp Inc • National commercial banks • Pennsylvania

THIS AGREEMENT is made as of the 21st day of March, 2006, between Fidelity D& D Bancorp, Inc. (“Corporation”), The Fidelity Deposit and Discount Bank (“Bank”), and Salvatore R. DeFrancesco (“Executive”), an individual residing in Moosic, Pennsylvania (collectively the “Parties” and, individually, sometimes a “Party”).

PROCEPT BioRobotics Corporation Amended and Restated Change Of Control And Severance Agreement
Change of Control and Severance Agreement • May 4th, 2023 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus • California

This Amended and Restated Change of Control and Severance Agreement (this “Agreement”) is entered into effective as of September 17, 2021 (the “Effective Date”) by and between Alaleh Nouri (“Executive”) and PROCEPT BioRobotics Corporation, a Delaware corporation (the “Company”).

CUTERA, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • August 1st, 2016 • Cutera Inc • Electromedical & electrotherapeutic apparatus • California

This Change of Control And Severance Agreement (the “Agreement”) is made and entered into by and between Kevin P. Connors (“Executive”) and Cutera, Inc., a Delaware corporation (the “Company”), effective as of August 3, 2015 (the “Effective Date”).

NUANCE COMMUNICATIONS, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • August 21st, 2019 • Cerence LLC • Services-prepackaged software • Massachusetts

This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Mark Gallenberger (“Executive”) and Nuance Communications, Inc., a Delaware corporation (“Nuance”), effective as of the later of (i) the latest date on the signature page of this Agreement or (ii) the date Executive’s employment with the Company commences (the “Effective Date”).

WORLD HEART CORPORATION CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • November 16th, 2009 • World Heart Corp • Electromedical & electrotherapeutic apparatus • California

This Change of Control and Severance Agreement (the “Agreement”) is dated as of September 8, 2009, by and between Jal S. Jassawalla (“Employee”) and World Heart Corporation (the “Company”). This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events.

VIOLIN MEMORY, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • March 28th, 2016 • Violin Memory Inc • Computer storage devices • California

This Change of Control Severance Agreement (this “Agreement”), is made and entered into effective as of the Effective Date (as defined below) by and between Ebrahim Abassi (the “Executive”) and Violin Memory, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

CUTERA, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • May 25th, 2021 • Cutera Inc • Electromedical & electrotherapeutic apparatus • California

This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between J. Daniel Plants (“Employee”) and Cutera, Inc., a Delaware corporation (the “Company”), effective as of date that Employee commences employment with the Company (the “Effective Date”).

EX-10.2 3 d314445dex102.htm CHANGE OF CONTROL AND SEVERANCE AGREEMENT - STEFAN B. SCHULZ CHANGE OF CONTROL AND SEVERANCE AGREEMENT STEFAN B. SCHULZ
Change of Control and Severance Agreement • May 5th, 2020 • Minnesota

This Agreement is made effective as of April 1, 2012 between Digital River, Inc., a Delaware corporation (the “Company”), with its principal administrative office at 10380 Bren Road West, Minnetonka, MN 55343, and Stefan B. Schulz (the “Executive”).

CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • May 10th, 2024 • Cerence Inc. • Services-prepackaged software • Delaware

This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Daniel Tempesta (“Executive”) and Cerence Inc., a Delaware corporation (the “Company”), effective as of the later of (1) the latest date on the signature page of this Agreement and (ii) the date Executive’s employment with the Company commences (the “Effective Date”).

CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • August 7th, 2018 • Vivus Inc • Pharmaceutical preparations • California

This Third Amended and Restated Change of Control and Severance Agreement (the “Agreement”) is made and entered into effective as of _________, 2018, by and between _________ (the “Employee”) and VIVUS, Inc., a Delaware corporation (the “Company”). The Agreement amends, restates and replaces the Second Amended and Restated Change in Control and Severance Agreement previously entered into between Employee and the Company, which was dated _________, _____ (the “Prior Agreement”).

CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • February 22nd, 2024 • Block, Inc. • Services-prepackaged software • California

This Change of Control and Severance Agreement (the “Agreement”) is made between Block, Inc. (the “Company”) and [______] (the “Executive”), effective as of __________ (the “Effective Date”).

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INVITAE CORPORATION CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • November 8th, 2022 • Invitae Corp • Services-medical laboratories • California

This Change of Control Severance Agreement (this “Agreement”) is made and entered into effective as of July 18, 2022 (the “Effective Date”), by and between Kenneth D. Knight (“Executive”) and Invitae Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • July 1st, 2021 • Carrols Restaurant Group, Inc. • Retail-eating places • New York

This Change of Control and Severance Agreement (the “Agreement”) is made and entered into as of this ____ day of June, 2021 by and among CARROLS RESTAURANT GROUP, INC., a Delaware corporation (the “Parent”), CARROLS HOLDCO INC., a Delaware corporation and a wholly-owned subsidiary of the Parent (“Holdco”), CARROLS CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Holdco (“Carrols”) and CARROLS LLC, a Delaware limited liability company and a wholly-owned subsidiary of Carrols (the “Employer”), and [______________] having an address at [___________________] (the “Executive”).

NETGEAR, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • February 24th, 2017 • Netgear, Inc • Telephone & telegraph apparatus • California
CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • November 16th, 2016 • Amtech Systems Inc • Special industry machinery, nec • Arizona

THIS CHANGE OF CONTROL AND SEVERANCE AGREEMENT (this “Agreement”), is entered into as of this 10th day of November, 2016, between Amtech Systems, Inc., an Arizona corporation (the “Company”), with offices at 131 South Clark Drive, Tempe, Arizona, and Robert T. Hass (the “Executive”).

CHANGE OF CONTROL AND SEVERANCE AGREEMENT KEVIN L. CRUDDEN
Change of Control and Severance Agreement • March 10th, 2008 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • Minnesota

This Agreement is made effective as of March 4, 2008 between Digital River, Inc., a Delaware corporation (the “Company”), with its principal administrative office at 9625 W. 76th Street, Eden Prairie, MN 55344, and Kevin L. Crudden (the “Executive”).

EX-10.6.1 7 dex1061.htm FORM OF CHANGE OF CONTROL AND SEVERANCE AGREEMENT - CEO, CFO AND CTO AMBARELLA, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • May 5th, 2020 • California

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between [NAME] (“Executive”) and Ambarella, Inc. (the “Company”), effective as of [DATE], 2009 (the “Effective Date”).

CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • September 16th, 2019 • Pixelworks, Inc • Semiconductors & related devices • Oregon

This Change of Control and Severance Agreement (the “Agreement”) is made and entered into, by and between Elias Nader (the “Executive”) and Pixelworks, Inc., an Oregon corporation (the “Company”) effective as of the Executive’s commencement of employment by the Company (the “Effective Date”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

SITIME CORPORATION FORM OF CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • November 7th, 2019 • SITIME Corp • Semiconductors & related devices • California

This Change of Control Severance Agreement (this “Agreement”) is made and entered into effective as of (the “Effective Date”), by and between [name] (“Executive”) and SiTime Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

NETGEAR, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • May 7th, 2013 • Netgear, Inc • Telephone & telegraph apparatus • California

This Agreement is entered into as of January 25, 2012 (the "Effective Date") by and between NETGEAR, Inc. (the "Company"), and Michael Clegg ("Executive").

AMENDMENT TO CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • August 9th, 2024 • BioCardia, Inc. • Biological products, (no disgnostic substances)

This Amendment to the Change in Control and Severance Agreement (the “Amendment”) is entered into by and between BioCardia, Inc. (the “Company”) and Peter Altman (“Executive”) (together, the “Parties,” or individually, a “Party”).

AMBARELLA, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • June 8th, 2022 • Ambarella Inc • Semiconductors & related devices • California

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Brian White (“Executive”) and Ambarella, Inc. (the “Company”), effective as of March 28, 2022 (the “Effective Date”).

IMMERSION CORPORATION CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • May 30th, 2023 • Immersion Corp • Computer peripheral equipment, nec • California

This Change of Control and Severance Agreement (this “Agreement”) is made and entered into effective as of May 26, 2023 (the “Effective Date”), by and between J. Michael Dodson (“Executive”) and Immersion Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

AMENDMENT TO CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • August 13th, 2024 • BioCardia, Inc. • Biological products, (no disgnostic substances)

This Amendment to the Change in Control and Severance Agreement (the “Amendment”) is entered into by and between BioCardia, Inc. (the “Company”) and Peter Altman (“Executive”) (together, the “Parties,” or individually, a “Party”).

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