| name | change-in-control-agreement |
| title | Change in Control Agreement |
| description | Drafts U.S. executive Change in Control Agreements with double-trigger severance, equity acceleration, and 280G/409A compliance. Use when drafting or negotiating CIC agreements, change in control protections, executive severance in M&A, or golden parachute provisions. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/change-in-control-agreement |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | employee-benefits |
| language | en |
Change in Control Agreement
Drafts a tax-compliant U.S. executive CIC agreement with double-trigger structure, precise statutory definitions, severance benefits, and parachute payment protections.
Quick Start
Gather before drafting:
- Executive — name, title, base salary, target bonus, outstanding equity (type, vesting, performance metrics)
- Company — legal name, state of incorporation, entity type, public/private status
- Existing agreements — employment agreement, equity plan docs, prior CIC/severance agreements
- Deal terms — severance multiple, protection period, 280G treatment, benefits continuation period
- Benchmarking (if available) — peer agreements, proxy disclosures, comp committee guidelines
Core Workflow
- [ ] Collect executive profile, company info, and existing agreements
- [ ] Define key terms (Change in Control, Cause, Good Reason, Qualifying Termination)
- [ ] Set severance benefits (cash, equity acceleration, COBRA, pro-rated bonus)
- [ ] Configure 280G approach (No Gross-Up / Best Net / Full Gross-Up)
- [ ] Add 409A compliance provisions (separation from service, specified employee delay)
- [ ] Draft release conditions (OWBPA-compliant consideration + revocation periods)
- [ ] Include general provisions (governing law, dispute resolution, successor assignment)
- [ ] Verify all placeholders resolved and cross-references consistent
Article Specifications
Article I — Definitions
- Change in Control: define ownership threshold, merger/consolidation test, and all-or-substantially-all-assets sale test. Include board-turnover test only if needed by the deal context.
- Cause: include felony/plea trigger, willful failure after written notice plus cure period, materially injurious conduct, fiduciary-duty breach, and material policy violation with cure where applicable.
- Good Reason: include material duty diminution, compensation reduction not broadly applied, and relocation threshold. Include notice/cure/election windows.
- Qualifying Termination: without Cause or for Good Reason during the protection period.
- Protection Period: usually 12-24 months post-CIC; include pre-CIC tail only if requested.
Article II — Severance Benefits
- Cash severance: set multiple against base salary plus target annual bonus.
- Pro-rated bonus: specify target vs actual metric and payment timing.
- Equity acceleration: define covered award types and performance-award vesting level.
