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Change of Control Agreement
Free change of control agreement template — protects a key executive's compensation if the company is acquired or merges.
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This free change of control agreement covers 1. Definition of Change of Control, 2. Trigger Event, 3. Good Reason, 4. Benefits Upon Trigger, 5. Excise Tax (if applicable, US) with 6 clearly marked [placeholder] fields to fill in — built for founders, freelancers, and small business owners formalizing a business decision or agreement without paying a lawyer to draft it from scratch. Copy it into your own word processor, fill in the placeholders, and review it — or adapt it — before use. It's part of docstoc's free document template library, alongside business, legal, real estate, finance, and HR templates. Every template here is free to copy with no signup required, and each one carries a plain disclaimer: this is a starting point for informational purposes, not a substitute for advice from a licensed professional in your jurisdiction.
Change of Control Agreement
Company: [Company Name] Executive: [Name] Effective Date: [Date]
1. Definition of Change of Control
A "Change of Control" occurs if: [Define — e.g. "a merger or sale of substantially all assets, or acquisition by a party of more than 50% of voting stock"].
2. Trigger Event
Benefits under this Agreement are triggered if, within [Period, e.g. "12 months"] after a Change of Control, Executive is terminated without cause or resigns for "good reason" (defined below).
3. Good Reason
"Good reason" includes: [e.g. material reduction in title/responsibilities, relocation beyond a specified distance, material reduction in compensation].
4. Benefits Upon Trigger
If triggered, Executive receives: [e.g. "[X] months' salary continuation, accelerated vesting of [%] of unvested equity, and continued health benefits for [Duration]"].
5. Excise Tax (if applicable, US)
[Note any provision addressing IRC Section 280G "golden parachute" excise tax treatment — cutback vs. gross-up — a significant negotiated term in real agreements.]
6. No Duty to Mitigate
[State whether Executive must seek other employment to reduce the benefit owed, or not.]
Company: ______________________ Date: ____________ Executive: ______________________ Date: ____________
*This document is provided for informational and educational purposes only and does not constitute legal, tax, or securities advice. Section 280G excise tax treatment specifically requires careful drafting and modeling — use a licensed executive compensation attorney for an actual agreement of this kind.*
Edit directly in the box above. Download PDF anytime — the docstoc.io footer is always included and cannot be removed.
What's included
- Edit online — click the document, fill in placeholders, download a PDF
- 6 standard sections: 1. Definition of Change of Control, 2. Trigger Event, 3. Good Reason, 4. Benefits Upon Trigger, 5. Excise Tax (if applicable, US), 6. No Duty to Mitigate
- 6 clearly marked [placeholder] fields for quick personalizing
- Free to use — no account or signup required
- Fully editable — adjust any clause to match your actual situation
- Includes a signature block, ready to print or sign digitally
- Fixed docstoc.io footer on every PDF (not removable)
Who this template is for
Freelancers & solo founders
Handling routine business paperwork without commissioning custom legal drafting for every document.
Small businesses
Standardizing recurring documents — leases, agreements, notices — across a growing operation.
Anyone reviewing before signing
Using a clear starting structure to understand what a document should cover, even if a lawyer finalizes it.
Early-stage businesses
Getting the basics documented before things get more complex.
FAQ
Is this change of control agreement template really free?
Yes, completely free — view, edit, and download this change of control agreement as a PDF without creating an account.
What does this change of control agreement cover?
This business template includes 1. Definition of Change of Control, 2. Trigger Event, 3. Good Reason, 4. Benefits Upon Trigger. Fill in the [bracketed] placeholders, edit any clause online, then download a PDF — the docstoc.io footer stays on every export.
Is this legal advice?
No. This is a general-purpose starting structure, not advice for your specific situation. Business agreements can hinge on details — state of formation, industry-specific regulation, how a dispute would actually play out — that a template can't account for. Have a business attorney review anything that involves real money or real risk before you rely on it.
Can I edit the wording?
Yes — edit directly on the page, adjust any section or clause, and re-fill the 6 placeholder fields to match your situation before downloading a PDF. It's a starting structure, not a rigid script.
Where can I find more free templates like this?
Browse more free business and related document templates in the docstoc library at /document-templates/.
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