Change of Control Severance Agreement Sample Contracts

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CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • April 7th, 2022 • Wd 40 Co • Miscellaneous chemical products • California

THIS AGREEMENT (“Agreement”) is made on this 13th day of December, 2021 (the “Effective Date”) between WD-40 COMPANY (hereinafter the “Company”) and Phenix Kiamilev (hereinafter the “Executive”).

CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • May 8th, 2014 • Astoria Financial Corp • Savings institution, federally chartered • New York

This CHANGE OF CONTROL SEVERANCE AGREEMENT (the “Agreement”) is made and entered into as of April 16, 2014 (the “Initial Effective Date”) by and among ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION, a savings and loan association organized and existing under the laws of the United States of America and having an office at One Astoria Federal Plaza, Lake Success, New York 11042 (the “Association”), ASTORIA FINANCIAL CORPORATION, a business corporation organized and existing under the laws of the State of Delaware and having an office at One Astoria Federal Plaza, Lake Success, New York 11042 (the “Company”) and JAVIER L. EVANS, an individual residing at 59 Cedar Ridge Lane, Dix Hills, New York 11746 (the “Officer”).

CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • March 28th, 2011 • BJS Wholesale Club Inc • Retail-variety stores • Massachusetts

THIS AGREEMENT between BJ’s Wholesale Club, Inc., a Delaware corporation (the “Company”), and Robert W. Eddy (“Executive”), dated as of January 30, 2011.

CH2M HILL COMPANIES, LTD. CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • October 24th, 2017 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • Colorado

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Matthew C. Sutton (“Executive”) and CH2M HILL Companies, Ltd. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).

EVERGREEN SOLAR, INC. AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • March 2nd, 2009 • Evergreen Solar Inc • Semiconductors & related devices • Massachusetts

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Richard M. Feldt (“Executive”) and Evergreen Solar, Inc. (the “Company”), effective as of June 14, 2007 (the “Effective Date”).

THRESHOLD PHARMACEUTICALS, INC. AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • April 12th, 2012 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • California

The Amended and Restated Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of __________ (the “Effective Date”), by and between ___________ (the “Employee”) and Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

PINNACLE SYSTEMS, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • May 10th, 2005 • Pinnacle Systems Inc • Photographic equipment & supplies • California

This Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of May 10, 2004 (the “Effective Date”), by and between Scott Martin (the “Employee”) and Pinnacle Systems, Inc., a California corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

FORTINET, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • February 24th, 2023 • Fortinet, Inc. • Computer peripheral equipment, nec • California

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Patrice Perche (“Executive”) and Fortinet, Inc. (the “Company”), effective as of February 21, 2023 (the “Effective Date”).

QUOTIENT TECHNOLOGY INC. AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • May 5th, 2022 • Quotient Technology Inc. • Services-advertising

This Amended and Restated Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Matthew Krepsik (“Executive”) and Quotient Technology Inc. (the “Company”), effective as of May 1, 2022 (the “Effective Date”). This Agreement supersedes and replaces the Change of Control Severance Agreement between Executive and Company effective as of April 26, 2021 (the “2021 Agreement”).

CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • March 9th, 2016 • XOMA Corp • Pharmaceutical preparations • California

This Change of Control Severance Agreement (the “Agreement”) dated this 3rd day of January, 2011 (the “Effective Date”), is between James R. Neal (the “Employee”) and XOMA Corporation, a Delaware corporation (the “Company”).

SECOND AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • February 25th, 2011 • Newfield Exploration Co /De/ • Crude petroleum & natural gas • Texas

This Second Amended and Restated Change of Control Severance Agreement (this “Agreement”) between Newfield Exploration Company, a Delaware corporation (the “Company”), and (“Executive”) is made and entered into effective as of January 1, 2009 (the “Effective Date”).

UNWIRED PLANET, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • November 8th, 2012 • Unwired Planet, Inc. • Services-prepackaged software • California

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Eric Vetter (the “Employee”) and Unwired Planet, Inc., a Delaware corporation (the “Company”), effective as of November 8, 2012 (the “Effective Date”).

CHANGE OF CONTROL/SEVERANCE AGREEMENT
Change of Control/Severance Agreement • May 8th, 2015 • Waters Corp /De/ • Laboratory analytical instruments • Massachusetts

This CHANGE OF CONTROL/SEVERANCE AGREEMENT, dated as of April 1, 2015, is made by and between Waters Corporation (together with all subsidiaries or affiliates hereinafter referred to as the “Company”) and Michael F. Silveira (the “Executive”).

AMENDMENT TO
Change of Control Severance Agreement • June 14th, 2006 • Indus International Inc • Services-prepackaged software
FORM OF SPECIFIED EXECUTIVE OFFICER AGREEMENT] AMENDED & RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • April 10th, 2008 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • California

This Change of Control Severance Agreement (the “Agreement”) is entered into this day of , 2008 (the “Effective Date”) between (“Executive”) and Agilent Technologies, Inc., a Delaware corporation (the “Company”). This Agreement supersedes and replaces all prior agreements and understandings on the matters set forth herein, including but not limited to the Change of Control Severance Agreement dated , 200 (as further amended on , 200 and on , 200 ) between Executive and the Company. This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events following a change of control of the ownership of the Company (defined as “Change of Control”).

UTSTARCOM, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • March 9th, 2004 • Utstarcom Inc • Communications equipment, nec • California

This Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of January 31, 2003 (the “Effective Date”), by and between Shao-Ning (“Johnny”) Chou (the “Employee”) and UTStarcom, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

AMENDED AND RESTATED CHANGE OF CONTROL/SEVERANCE AGREEMENT
Change of Control/Severance Agreement • March 13th, 2008 • Cascade Financial Corp • State commercial banks • Washington

THIS AMENDED AND RESTATED CHANGE OF CONTROL/SEVERANCE AGREEMENT (this “Agreement”) dated this 30th day of November, 2007 by and between CASCADE FINANCIAL CORPORATION and CASCADE BANK (hereinafter jointly referred to as “Cascade”) and Robert G. Disotell (“Executive”) amends and restates the Change of Control/Severance Agreement entered into between Cascade Bank and Robert G. Disotell on December 17, 2001. Upon execution of this Agreement, the Change of Control/Severance Agreement entered into in 2001 shall be null and void and of no further force and effect.

QUICKLOGIC CORPORATION CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • March 11th, 2008 • Quicklogic Corporation • Semiconductors & related devices • California

This Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of , 200 (the “Effective Date”), by and between [CEO] (the “Employee”) and QuickLogic Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

LOGICVISION, INC. AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • May 7th, 2009 • Logicvision Inc • Services-prepackaged software • California

This Amended and Restated Change of Control Severance Agreement (this “Agreement”), is made and entered into by and between James T. Healy (the “Executive”) and LogicVision, Inc., a Delaware corporation (the “Company”), subject to and conditioned upon the closing of the acquisition of the Company by Mentor Graphics Corporation (the “Mentor Graphics Acquisition”) pursuant to an agreement and plan of merger by and among the Company, Mentor Graphics Corporation and a wholly-owned subsidiary of Mentor Graphics Corporation (the “Mentor Agreement”). This Agreement amends and restates the Change of Control Agreement between the Executive and the Company previously made and entered into effective as of November 11, 2008 (the “Original Agreement”). This Agreement will become effective on the date of, but immediately prior to, the closing of the Mentor Graphics Acquisition (the “Effective Date”). If the Mentor Agreement is terminated in accordance with its terms such that the Mentor Graphics Acq

CENTILLIUM COMMUNICATIONS, INC. AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • May 10th, 2007 • Centillium Communications Inc • Telephone & telegraph apparatus • California

This Amended and Restated Change of Control Severance Agreement (the "Agreement") is made and entered into by and between Linda Reddick (the "Employee") and Centillium Communications, Inc., a Delaware corporation (the "Company"), effective as of February 16, 2007 (the "Effective Date").

AMENDMENT NO. 1 TO AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • April 22nd, 2010 • Astoria Financial Corp • Savings institution, federally chartered

This AMENDMENT NO. 1 TO AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT (the “Amendment”) is made and entered into as of April 21, 2010 by and among Astoria Financial Corporation, a business corporation organized and operating under the laws of the State of Delaware and having an office at One Astoria Federal Plaza, Lake Success, New York 11042-1085 (the “Company”), Astoria Federal Savings And Loan Association, a savings and loan association organized and existing under the laws of the United States of America and having an office at One Astoria Federal Plaza, Lake Success, New York 11042 (the "Association"), and William J. Mannix, Jr., an individual residing at 3 Sean Michael Court, Farmingdale, New York 11735 (the "Officer").

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ENVIVIO, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • January 30th, 2013 • Envivio Inc • Radio & tv broadcasting & communications equipment • California

This Change of Control Severance Agreement (this “Agreement”) is made and entered into effective as of January 28, 2013 (the “Effective Date”), by and between Ira Goldfarb (“Executive”) and Envivio, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • May 6th, 2021 • Cornerstone OnDemand Inc • Services-prepackaged software • California

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Mark Goldin (“Executive”) and Cornerstone OnDemand, Inc., a Delaware corporation(the “Company”), effective as of May 3, 2021 (the “Effective Date”). This Agreement amends and restates in its entirety any change of control severance agreement made and entered into by and between Executive and the Company (the “Prior Agreement”).

INFINERA CORPORATION AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • March 5th, 2013 • Infinera Corp • Telephone & telegraph apparatus • California

This Amended and Restated Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between [NAME] (“Executive”) and Infinera Corporation (the “Company”), effective as of December 19, 2012 (the “Effective Date”).

POLYCOM, INC. AMENDED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • August 1st, 2008 • Polycom Inc • Telephone & telegraph apparatus • California

This Amended Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between [NAME] (the “Employee”) and Polycom, Inc., a Delaware Corporation (the “Company”), effective as of [DATE] (the “Effective Date”) and amends and restates the Amended Change of Control Severance Agreement entered into as of [APPLICABLE DATE] by the Employee and the Company.

CHANGE-OF-CONTROL SEVERANCE AGREEMENT
Change-of-Control Severance Agreement • January 18th, 2008 • BCSB Bancorp Inc. • Savings institution, federally chartered • Maryland

THIS CHANGE -OF-CONTROL SEVERANCE AGREEMENT (the “Agreement”) made this 23rd day of October, 2002 (the “Effective Date”) by and between Baltimore County Savings Bank, F.S.B. (the “Bank”), and David M. Meadows (the “Executive”).

GENESIS MICROCHIP INC. CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • November 8th, 2007 • Genesis Microchip Inc /De • Semiconductors & related devices • California

This Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of November 5, 2007 (the “Effective Date”), by and between Rick Martig (“Executive”) and Genesis Microchip Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

CHANGE OF CONTROL/SEVERANCE AGREEMENT
Change of Control/Severance Agreement • August 22nd, 2013 • Parexel International Corp • Services-commercial physical & biological research • Massachusetts

This CHANGE OF CONTROL/SEVERANCE AGREEMENT, dated as of July 8, 2013 by and between PAREXEL International Corporation (together with all subsidiaries or affiliates hereinafter referred to as the “Company”) and Ingo Bank (the “Executive”).

LOGITECH CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • December 9th, 2008 • Logitech International Sa • Computer peripheral equipment, nec • California

This Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of December 3, 2008, by and between Gerald P. Quindlen (the “Employee”) and Logitech Inc., a California corporation (the “Company”), and Logitech International S.A., a Swiss corporation (the “Parent”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

ARTICLE 1 TERM AND NATURE OF AGREEMENT
Change of Control Severance Agreement • November 9th, 2006 • Amis Holdings Inc • Semiconductors & related devices • Delaware
ARGONAUT TECHNOLOGIES, INC. AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • April 21st, 2005 • Argonaut Technologies Inc • In vitro & in vivo diagnostic substances • California

This Amended and Restated Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of August 3, 2004 (the “Effective Date”), by and between Jeff Labadie (the “Employee”) and Argonaut Technologies, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • May 17th, 2019 • Plantronics Inc /Ca/ • Telephone & telegraph apparatus • California

This Change of Control Severance Agreement (this “COC Agreement”) is made and entered into by and between Chuck Boynton (“Executive”) and Plantronics, Inc., a Delaware corporation (the “Company”), as of the date indicated on the signature page hereto.

HARMONIC INC. CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • May 22nd, 2023 • Harmonic Inc • Radio & tv broadcasting & communications equipment • California

This Change of Control Severance Agreement (the "Agreement") is entered into by and between Walter Jankovic (the "Employee") and Harmonic Inc. (the "Company") as of May 22, 2023.

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