authorshipdocx.docx

1、authorshipdocxauthorshipThis CHANGE OF CONTROL AGREEMENT (the Agreement), dated _,_,_(M,D,Y), is made by and between AAA, INC., a _(PLACENAME) corporation (the Company), and _ (the Executive).WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continuo

2、us employment of key management personnel;WHEREAS, the Board of Directors of the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a Change of Control (as defined herein) exists and that such possibility, and the uncertainty and questions that it may ra

3、ise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; andWHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of t

4、he Companys management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change of Control.NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Compan

5、y and the Executive agree as follows:1. Introduction; Purposes.(a) The purpose of this Agreement is to provide the Executive with protection of certain benefits in case of a termination of his or her employment with the Company in connection with a Change of Control of the Company.(b) The Company, b

6、y means of the Agreement, seeks to (i) secure and/or retain the services of the Executive and (ii) provide incentives for the Executive to exert maximum efforts for the success of the Company even in the face of a potential Change of Control of the Company.2. Definitions.(a) Accountants has the mean

7、ing given thereto in Section 4.(b) ADEA has the meaning given thereto in Section 5(c).(c) Agreement means this Change of Control Agreement.(d) Board means the Board of Directors of the Company.(e) Cause means the Executives: (i) willful and continued failure to substantially perform the Executives d

8、uties with the Company (other than as a result of physical or mental disability) after a written demand for substantial performance is deliver to the Executive by the Company, which demand specifically identifies the manner in which the Company believes that the Executive has not substantially perfo

9、rmed the Executives duties and that has not been cured within fifteen (15) days following receipt by the Executive of the written demand; (ii) commission of a felony (other than a traffic-related offense) that in the written determination of the Company is likely to cause or has caused material inju

10、ry to the Companys business; (iii) dishonesty with respect to a significant matter relating to the Companys business; or (iv) material breach of any agreement by and between the Executive and the Company, which material breach has not been cured within fifteen (15) days following receipt by the Exec

11、utive of written notice from the Company identifying such material breach.(f) Change of Control means: (i) a dissolution or liquidation of the Company; (ii) a sale of all or substantially all the assets of the Company; (iii) a merger or consolidation in which the Company is not the surviving corpora

12、tion and in which beneficial ownership of securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors has changed; (iv) a reverse merger in which the Company is the surviving corporation but the shares of the common s

13、tock of the Company outstanding immediately before the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and in which beneficial ownership of securities of the Company representing at least fifty percent (50%) of the combined voti

14、ng power entitled to vote in the election of directors has changed; (v) an acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintain

15、ed by the Company or subsidiary of the Company or other entity controlled by the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fifty percent (50%) of the comb

16、ined voting power entitled to vote in the election of directors; or, (vi) in the event that the individuals who are members of the Incumbent Board cease for any reason to constitute at least fifty percent (50%) of the Board.(g) Code means the Internal Revenue Code of 1986, as amended.(h) Committee m

17、eans the Finance Committee of the Board or such other committee as appointed by the Board to administer this Agreement.(i) Company means AAA, Inc., a _(PLACENAME) corporation.(j) Company-Paid Coverage has the meaning given thereto in Section 3(a).(k) Confidential Information, Secrecy and Invention A

18、greement has the meaning given thereto in Section 5(b).(l) Disability means the Executives physical or mental disability that prevents the Executive from satisfactorily performing the normal duties and responsibilities of the Executives office in the good faith determination of the Committee for a p

19、eriod of more than one hundred twenty (120) consecutive days.(m) Effective Date means the date first above written.(n) Employee Agreement and Release has the meaning given thereto in Section 5(c).(o) Exchange Act means the Securities Exchange Act of 1934, as amended.(p) Excise Tax has the meaning gi

20、ven thereto in Section 4.(q) Executive means the person identified in the introductory paragraph of this Agreement.(r) Good Reason means: (i) any material reduction of the Executives duties, authority or responsibilities relative to the Executives duties, authority, or responsibilities as in effect

21、immediately before such reduction, except if agreed to in writing by the Executive; (ii) a reduction by the Company in the base salary of the Executive, or of twenty-five percent (25%) or more in the Target Bonus opportunity of such Executive, as in effect immediately before such reduction, except i

22、f agreed to in writing by the Executive; (iii) the relocation of the Executive to a facility or a location more than thirty (30) miles from the Executives then present business location, except if agreed to in writing by the Executive; (iv) a material breach by the Company of any provision of this A

23、greement or (v) any failure of the Company to obtain the assumption of this Agreement by any successor or assign of the Company.(s) Incumbent Board means the individuals who, as of the Effective Date, are members of the Board. If the election, or nomination for election by the Companys stockholders,

24、 of any new director is approved by a vote of at least fifty percent (50%) of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board.(t) Section 16 Officer means an officer of the Company, as defined in Rule 16a-1(f) promulgated under the Exchange Act, designat

25、ed as such by action of the Board.(u) Target Bonus means the Executives target bonus for the then current fiscal year, as set by the Board or the appropriate committee thereof.3. Severance Benefits in the Event of a Change of Control.(a) If within eighteen (18) months following the date of a Change

26、of Control of the Company either (i) the Company terminates the Executives employment other than for Cause, death or Disability or (ii) the Executive terminates his or her employment with the Company voluntarily with Good Reason, then in each case, subject to Section 4 and Section 5: (i) the Executi

27、ve shall be entitled to receive a lump sum payment equal to two times the Executives yearly base salary in effect on the date of termination (without giving effect to any reduction in base salary subsequent to a Change of Control that constitutes Good Reason), (ii) each of the Executives outstanding

28、 stock options, all stock subject to repurchase, restricted stock awards and restricted stock purchases, and any options, stock subject to repurchase, awards or purchases held in the name of an estate planning vehicle for the benefit of the Executive or his or her immediate family, shall have their

29、vesting and exercisability schedule accelerate in full (or, as applicable, the corresponding repurchase right shall lapse in full) as of the date of termination; (iii) if on the date of termination the Executive is covered by any Company-paid health, disability, accident and/or life insurance plans

30、or programs, the Company shall provide to the Executive benefits substantially similar to those that the Executive was receiving immediately prior to the date of termination (the Company-Paid Coverage). If such coverage included the Executives spouse and/or dependents immediately prior to the date o

31、f termination, such spouse and/or dependents shall also be covered at Company expense. Company-Paid Coverage shall continue until the earlier of (x) two (2) years from the date of termination, or (y) the date that the Executive and his or her spouse and/or dependents become covered under another emp

32、loyers health, disability, accident and/or life insurance plans or programs that provides the Executive and his or her spouse and/or dependents with comparable benefits and levels of coverage.(b) If within eighteen (18) months following the date of a Change of Control of the Company the Executives employment with the Company is terminated as a result of death or Disability, then in each case, subject to Section 4 and Section 5: (i) each of the Executives outstanding stock options, all stock subject to repur