Change Control Agreement

Change of Control Payments means any amounts (including severance, termination, golden parachute, Tax gross-up, transaction bonus or other similar payments) which become payable as a result of, based upon or in connection with the consummation of the transactions contemplated by this Agreement (either alone or in

Change-in-Control agreements, sometimes referred to as "golden parachutes," compensate executives for loss of job due to mergers or sale. Executives are fiduciaries, charged with taking action in the best interest of the company and the shareholders.

Change of control happens when a company merges with another company. It doesn't matter if the target company ends up surviving the merger or not. Other events. This can include events such as consolidations, reorganizations, or other transactions where more than half of the board members change.

Simply put, a change of control provision is a clause in a contract which gives the counterparty a specific right or entitlement (and sometimes a get-out-of-jail-free card) with respect to the contract with TargetCo, in the event that there is a change in the ownership of TargetCo.

Mergers. The definition of a change of control usually includes any merger of the target company with another company, regardless of whether the target company survives the merger of not.

A change in control often occurs in a corporate context. The precise definition varies by jurisdiction and entity. Typically, it refers to a transfer of ownership in which a new person or entity obtains a fifty percent or greater ownership interest.

Notwithstanding the foregoing, for purposes of the Plan, the occurrence of the Registration Date or any change in the composition of the Board within one year following the Registration Date shall not be considered a Change in Control.

Also known as change of control. A provision in an agreement giving a party certain rights (such as consent, payment or termination) in connection with a change in ownership or management of the other party to the agreement. Not all change of control provisions are triggered by the same action.