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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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”).

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”).

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”).

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”).

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”).

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”).

ENLIVEN THERAPEUTICS, Inc. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • May 11th, 2023 • Enliven Therapeutics, Inc. • Pharmaceutical preparations • Colorado

This Change in Control and Severance Agreement (the “Agreement”) is made between Enliven Therapeutics, Inc. (the “Company”) and Anish Patel (the “Executive”), effective as of February 23, 2023 (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.

IBOTTA, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • March 22nd, 2024 • Ibotta, Inc. • Services-advertising • Colorado

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

ORTHOFIX MEDICAL INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • January 17th, 2024 • Orthofix Medical Inc. • Surgical & medical instruments & apparatus

This AGREEMENT (the “Agreement”) is made and entered into as of January 15, 2024 (the “Effective Date”), by and between Orthofix Medical Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and Julie Andrews (the “Executive”).

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”)

ARTERIS INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • October 18th, 2021 • Arteris, Inc. • Semiconductors & related devices • California

This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between [____________] (“Executive”) and Arteris Inc. (the “Company”), effective as of [the latest date set forth by the signatures of the parties hereto below]/[the date Executive commences employment with the Company] (the “Effective Date”).

ENPHASE ENERGY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • November 13th, 2012 • Enphase Energy, Inc. • Semiconductors & related devices • California

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

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”).

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”).

AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • March 14th, 2024 • Enliven Therapeutics, Inc. • Pharmaceutical preparations • California

This Amended and Restated Change in Control and Severance Agreement (the “Agreement”) is made between Enliven Therapeutics, Inc. (the “Company”) and Anish Patel (the “Executive”).

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”).

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
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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.

RenovoRX, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • September 19th, 2022 • 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 Angela Gill Nelms (“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 • 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 • July 20th, 2021 • Khosla Ventures Acquisition Co. II • Blank checks • California

This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between [_____] (the “Executive”) and Nextdoor, Inc., a Delaware corporation (the “Company”), effective as of [_____], 2021 (the “Effective Date”).

HIMS, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • January 26th, 2021 • 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 Melissa Baird (the “Executive”) and Hims, Inc., a Delaware corporation (the “Company”), effective as of the date specified in Section 1 below.

CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • February 26th, 2007 • Church & Dwight Co Inc /De/ • Soap, detergents, cleang preparations, perfumes, cosmetics • New Jersey

THIS CHANGE IN CONTROL AND SEVERANCE AGREEMENT, dated as of September 19, 2006 (this “Agreement”), is made by and between Church & Dwight Co., Inc, a Delaware corporation (the “Company”), and [ ] (the “Executive”).

PAYMENTUS HOLDINGS, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • May 8th, 2023 • Paymentus Holdings, Inc. • Services-business services, nec • Delaware

This Change in Control and Severance Agreement (the “Agreement”) is made by and between Paymentus Holdings, Inc., a Delaware corporation (the “Company”), and Andrew A. Gerber (“Executive”), effective as of February 7, 2022 (the “Effective Date”).

CHANGE-IN-CONTROL AND SEVERANCE AGREEMENT
Change-in-Control and Severance Agreement • May 9th, 2022 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • New Jersey

THIS CHANGE-IN-CONTROL AND SEVERANCE AGREEMENT (this “Agreement”) is entered into on February 24, 2022, (the “Effective Date”) by and between Tabula Rasa HealthCare, Inc., a Delaware corporation (the “Company”) and Thomas Cancro (the “Executive”), collectively referred to herein as the “Parties.”

NCI, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • March 12th, 2012 • NCI, Inc. • Services-computer integrated systems design • Virginia

THIS EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this “Agreement”) is effective as of this 9th day of March, 2012 by and between Lucas J. Narel (“you”) and NCI, Inc. (the “Company”).

CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • August 10th, 2022 • Remitly Global, Inc. • Services-business services, nec • Washington

This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between (the “Executive”) and Remitly Global, Inc., a Delaware corporation (the

CHANGE IN CONTROL AND SEVERANCE AGREEMENT BETWEEN RUDDICK CORPORATION and FRED A. JACKSON
Change in Control and Severance Agreement • September 21st, 2007 • Ruddick Corp • Retail-grocery stores • North Carolina

This Change in Control and Severance Agreement ("Agreement") is made and entered into as of this 19th day of September, 2007, by and between Fred A. Jackson, an individual ("Executive"), and Ruddick Corporation, a North Carolina corporation in Charlotte, North Carolina ("Company"). As used herein, the term "Company" shall include the Company and any and all of its subsidiaries, unless the context otherwise requires, and shall specifically include any subsidiary that directly employs the Executive without further action by the subsidiary.

ATTACHMENT B CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • March 31st, 2020 • Bloom Energy Corp • Electrical industrial apparatus • California

This Change in Control and Severance Agreement (the “Agreement”) is entered into by Hari Pillai (the “Executive”) and Bloom Energy Corporation, a Delaware corporation (the “Company”), on December 3, 2018, and is effective as of January 1, 2019 (the “Effective Date”).

ENDOCYTE, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • September 28th, 2010 • Endocyte Inc • Pharmaceutical preparations • Indiana

This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Michael A. Sherman (“Executive”) and Endocyte, Inc., a Delaware corporation (the “Company”), effective as of August 25, 2010 (the “Effective Date”).

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