Executive Severance and Change in Control Agreement Sample Contracts

EXECUTIVE SEVERANCE CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • May 5th, 2022 • GLAUKOS Corp • Surgical & medical instruments & apparatus • California

THIS EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made by and between Glaukos Corporation (the “Company”), and Alex Thurman (“Executive”) as of April 1, 2022.

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DOCUSIGN, INC. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • May 16th, 2023 • Docusign, Inc. • Services-prepackaged software • California

This Executive Severance and Change in Control Agreement (the “Agreement”) by and between Blake Grayson (“Executive”) and DocuSign, Inc., a Delaware corporation (the “Company”) is effective as of the date set forth on the signature page hereto (the “Agreement Date”).

EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • July 28th, 2020 • Usa Truck Inc • Trucking (no local) • Delaware

This Executive Severance and Change in Control Agreement (this “Agreement”), dated as of April 21, 2020 is made by and between USA Truck, Inc., a Delaware corporation (as hereinafter defined, the “Company”), and Zachary King, Senior Vice President and Chief Financial Officer of the Company (as hereinafter defined, the “Executive”).

AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • April 27th, 2017 • Spok Holdings, Inc • Radiotelephone communications • Delaware

AMENDED AND RESTATED AGREEMENT (this “Agreement”) by and between Spok Holdings, Inc., a Delaware corporation (the “Company”) and ________ (the “Executive”) dated as of April ____, 2017 (the “Effective Date”). This Agreement amends and restates an agreement by and between the Company and Executive dated May 5, 2011 (the “Prior Agreement”) which is hereby superseded and replaced in its entirety with this Agreement.

AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE IN CONTROL LETTER AGREEMENT
Executive Severance and Change in Control Agreement • February 26th, 2015 • Channeladvisor Corp • Services-prepackaged software • North Carolina

This Amended and Restated Executive Severance and Change in Control Letter Agreement (the “Agreement”) is made and entered into effective as of December 17, 2014 by and between ChannelAdvisor Corporation (“ChannelAdvisor”) and John Baule (“You”) to set forth certain obligations if Your employment with ChannelAdvisor is terminated under different scenarios. This Agreement amends and restates in its entirety the Executive Severance and Change of Control Letter Agreement between You and ChannelAdvisor dated May 23, 2013, and is effective as of the date above.

EX-10.18 6 d593770dex1018.htm EX-10.18 EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • May 5th, 2020 • California

This Executive Severance and Change in Control Agreement (the “Agreement”) is made this day of , 20 , by and between Eventbrite, Inc., a Delaware corporation (the “Company”), and (the “Executive”).

MYREXIS, INC. Executive Severance and Change in Control Agreement
Executive Severance and Change in Control Agreement • September 28th, 2011 • Myrexis, Inc. • Pharmaceutical preparations • Utah

THIS EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT (this “Agreement”), by and between Myrexis, Inc., a Delaware corporation (the “Company”), and Andrea Kendell (the “Executive”), is made as of September 22, 2011 (the “Effective Date”).

Docusign, Inc. Executive Severance and Change in Control Agreement
Executive Severance and Change in Control Agreement • June 25th, 2024 • Docusign, Inc. • Services-prepackaged software • California

This Executive Severance and Change in Control Agreement (this “Agreement”) is entered into by and between Docusign, Inc., a Delaware corporation (the “Company”) and Paula Hansen (the “Executive”), an employee of the Company, effective as of Executive’s commencement of employment with the Company (the “Effective Date”). In exchange for the Executive’s execution of this Agreement, the Executive will be eligible to receive certain payments and benefits in the event of Executive’s qualifying termination of employment, subject to the terms and conditions of this Agreement. Capitalized terms used but not defined herein shall have the meaning ascribed to them in Exhibit A or Exhibit B, as applicable.

Second Amended and Restated Executive Severance and Change in Control Agreement
Executive Severance and Change in Control Agreement • November 18th, 2022 • Woodward, Inc. • Electrical industrial apparatus

CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made, entered into, and is effective this 18th day of October 2022, (hereinafter referred to as the "Effective Date"), by and between Woodward, Inc. (the "Company"), a Delaware corporation, and Roger A. Ross (the "Executive"). This Agreement replaces and supersedes the Amended and Restated Executive Severance and Change in Control Agreement dated November 16, 2021 between the Company and the Executive (the “Prior Agreement”).

SPS COMMERCE, INC. AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • February 18th, 2020 • SPS Commerce Inc • Services-prepackaged software • Minnesota

This Amended and Restated Executive Severance and Change in Control Agreement (the “Agreement”), dated effective as of February 13, 2020 (the “Effective Date”), is entered into by and between Archie C. Black (“Employee”), and SPS Commerce, Inc., a Delaware corporation, with offices at SPS Tower, 333 South Seventh Street, Suite 1000, Minneapolis, Minnesota 55402 (“Employer”).

EX-10.1 2 rrd78647_5923.htm FORM OF EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • May 5th, 2020 • Missouri

In this Executive Severance and Change in Control Agreement dated as of ________ __, 200_ (the "Agreement"), Centene Corporation, including its subsidiaries (collectively referred to as the "Company"), and __________________________ ("Executive"), intending to be legally bound and for good and valuable consideration, agree as follows:

FIRST AMENDMENT TO EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • May 4th, 2017 • Usa Truck Inc • Trucking (no local) • Delaware

This First Amendment to Executive Severance and Change in Control Agreement (this "Amendment"), dated as of January ___, 2017, is made by and between USA Truck, Inc., a Delaware corporation, and James Craig, Executive Vice President and Chief Commercial Officer. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement (as hereinafter defined).

EX-10.1 2 d493658dex101.htm EX-10.1 SPS COMMERCE, INC. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • May 5th, 2020 • Minnesota

This Executive Severance and Change in Control Agreement (the “Agreement”), dated effective as of November 14, 2017 (the “Effective Date”), is entered into by and between Archie C. Black (“Employee”), and SPS Commerce, Inc., a Delaware corporation, with offices at Accenture Tower, 333 South Seventh Street, Suite 1000, Minneapolis, Minnesota 55402 (“Employer”).

Contract
Executive Severance and Change in Control Agreement • May 8th, 2024 • Emcore Corp • Semiconductors & related devices • California
SPS COMMERCE, INC. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • July 6th, 2023 • SPS Commerce Inc • Services-prepackaged software • Minnesota

This Executive Severance and Change in Control Agreement (the “Agreement”), dated effective as of July 5, 2023 (the “Effective Date”), is entered into by and between Chadwick Collins (“Employee”), and SPS Commerce, Inc., a Delaware corporation, with offices at SPS Tower, 333 South Seventh Street, Suite 1000, Minneapolis, Minnesota 55402 (“Employer”).

AMENDMENT OF EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • April 28th, 2015 • Centene Corp • Hospital & medical service plans

This Amendment of Executive Severance and Change in Control Agreement is entered into as of February ____, 2015 by and between Centene Corporation, a Delaware corporation, together with its successors and assigns permitted under this Agreement (“Company”), and [Name of Executive] (the “Executive”).

CONTEXTLOGIC INC. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • November 20th, 2020 • ContextLogic Inc. • Retail-catalog & mail-order houses • California

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

SPS COMMERCE, INC. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • February 3rd, 2016 • SPS Commerce Inc • Services-prepackaged software • Minnesota

This Executive Severance and Change in Control Agreement (the “Agreement”), dated effective as of , 2016 (the “Effective Date”), is entered into by and between (“Employee”), and SPS Commerce, Inc., a Delaware corporation, with offices at Accenture Tower, 333 South Seventh Street, Suite 1000, Minneapolis, Minnesota 55402 (“Employer”).

Contract
Executive Severance and Change in Control Agreement • August 16th, 2023 • Spok Holdings, Inc • Radiotelephone communications • Delaware
EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • January 10th, 2020 • Casper Sleep Inc. • Household furniture • New York

This Executive Severance and Change in Control Agreement (this “Agreement”) is made by and between Casper Sleep Inc., a Delaware corporation (the “Company”) and (the “Executive”) dated as of [ ], 2020 (the “Effective Date”). For purposes of this Agreement, “Company” shall mean the Company and its subsidiaries.

FIRST AMENDMENT TO MYRIAD PHARMACEUTICALS, INC. Executive Severance and Change in Control Agreement
Executive Severance and Change in Control Agreement • June 9th, 2010 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations

This First Amendment to Myriad Pharmaceuticals, Inc. Executive Severance and Change in Control Agreement (this “Amendment”) is made and entered into this 3rd day of June, 2010, by and between Barbara Berry (the “Executive”) and Myriad Pharmaceuticals, Inc. (the “Company”).

DOCUSIGN, INC.
Executive Severance and Change in Control Agreement • June 22nd, 2022 • Docusign, Inc. • Services-prepackaged software

On behalf of the Board of Directors (the “Board”) of DocuSign, Inc. (the “Company”), I am pleased to offer you (“Executive” or “you”) the amended benefits under your Amended and Restated Executive Severance and Change in Control Agreement (the “Severance Agreement”) as set forth in this amendment letter (this “Amendment Letter”), which shall apply during the twelve-month period beginning June 21, 2022 and ending June 21, 2023 (such period, the “Enhanced Severance Period”). Defined terms used in this Amendment Letter, but not defined herein, shall have the meanings ascribed thereto in the Severance Agreement.

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FIRST AMENDMENT TO EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • August 8th, 2022 • Usa Truck Inc • Trucking (no local) • Delaware

This First Amendment to Executive Severance and Change in Control Agreement (this "Amendment"), dated as of June 13, 2022, is made by and between USA Truck, Inc., a Delaware corporation, and George Henry IV, Executive Vice President and Chief Operating Officer. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement (as hereinafter defined).

Contract
Executive Severance and Change in Control Agreement • May 5th, 2020 • Missouri

EX-10.3 4 exhibit103.htm FORM OF EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT Exhibit 10.3 EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT In this Executive Severance and Change in Control Agreement dated as of ________ __, 20__ (the “Agreement”), Centene Corporation, including its subsidiaries (collectively referred to as the “Company”), and ___________________ (“Executive”), intending to be legally bound and for good and valuable consideration, agree as follows: 1. Definitions. For purposes of this Agreement, the following terms shall have the definitions as set forth below: (a) “Accrued Obligations” shall mean, as of the date of termination, the sum of (A) Executive’s then-current base salary (disregarding any reduction constituting Good Reason) through the date of termination to the extent not theretofore paid, (B) any vacation pay, sick pay, and expense reimbursements earned and accrued by the Executive as of the date of termination to the extent not theretofore paid. F

EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • October 28th, 2008 • Centene Corp • Hospital & medical service plans • Missouri

In this Executive Severance and Change in Control Agreement dated as of ________ __, 20__ (the “Agreement”), Centene Corporation, including its subsidiaries (collectively referred to as the “Company”), and ___________________ (“Executive”), intending to be legally bound and for good and valuable consideration, agree as follows:

DOCUSIGN, INC. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • June 9th, 2022 • Docusign, Inc. • Services-prepackaged software • California

This Executive Severance and Change in Control Agreement (the “Agreement”) by and between Stephen Shute (“Executive”) and DocuSign, Inc., a Delaware corporation (the “Company”) is effective on May 9, 2022 (the “Agreement Date”).

Form of Executive Severance and Change in Control Agreement
Executive Severance and Change in Control Agreement • August 3rd, 2016 • Financial Engines, Inc. • Investment advice • California

By signing below, I expressly waive any benefits of Section 1542 of the Civil Code of the State of California, which provides as follows:

EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • March 10th, 2023 • Docusign, Inc. • Services-prepackaged software • California

This Executive Severance and Change in Control Agreement (the "Agreement") by and between Robert Chatwani ("Executive") and DocuSign, Inc., a Delaware corporation (the "Company ") is effective on February 23, 2023.

SPS COMMERCE, INC. AMENDMENT TO AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • March 2nd, 2023 • SPS Commerce Inc • Services-prepackaged software

This Amendment to Amended and Restated Executive Severance and Change in Control Agreement (the “Amendment”), dated effective as of March 1, 2023 (the “Effective Date”), is entered into by and between Archie C. Black (“Employee”), and SPS Commerce, Inc., a Delaware corporation, with offices at SPS Tower, 333 South Seventh Street, Suite 1000, Minneapolis, Minnesota 55402 (“Employer”).

MYREXIS, INC. First Amendment to Executive Severance and Change in Control Agreement
Executive Severance and Change in Control Agreement • September 12th, 2011 • Myrexis, Inc. • Pharmaceutical preparations

This First Amendment to the Executive Severance and Change in Control Agreement (this “Amendment”) is made and entered as of September 9, 2011, by and between Robert J. Lollini (the “Executive”) and Myrexis, Inc. (formerly, Myriad Pharmaceuticals, Inc.) (the “Company”).

BIODESIX, INC. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • April 23rd, 2024 • Biodesix Inc • Services-medical laboratories • Delaware

This Executive Severance and Change in Control Agreement (“Agreement”) is made and entered into as of this • day of •, • (the “Effective Date”), by and between Biodesix, Inc. (the “Company”) and • (the “Executive”).

AMENDMENT OF EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • October 23rd, 2012 • Centene Corp • Hospital & medical service plans

This Amendment of Executive Severance and Change in Control Agreement is entered into as of July 24, 2012 by and between Centene Corporation, a Delaware corporation, together with its successors and assigns permitted under this Agreement (“Company”), and __________________ (the “Executive”).

SPS COMMERCE, INC. AMENDMENT TO AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • March 2nd, 2023 • SPS Commerce Inc • Services-prepackaged software

This Amendment to Amended and Restated Executive Severance and Change in Control Agreement (the “Amendment”), dated effective as of March 1, 2023 (the “Effective Date”), is entered into by and between [_______________] (“Employee”), and SPS Commerce, Inc., a Delaware corporation, with offices at SPS Tower, 333 South Seventh Street, Suite 1000, Minneapolis, Minnesota 55402 (“Employer”).

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