{"id":38632,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/change-of-control-severance-agreement-overture-services-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"change-of-control-severance-agreement-overture-services-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/change-of-control-severance-agreement-overture-services-inc.html","title":{"rendered":"Change of Control Severance Agreement – Overture Services Inc."},"content":{"rendered":" OVERTURE SERVICES, INC.\n\n CHANGE OF CONTROL SEVERANCE AGREEMENT\n\n This Change of Control Severance Agreement (the \"Agreement\") is made and\nentered into effective as of ___________, 2002 (the \"Effective Date\"), by and\nbetween ________________ (the \"Employee\") and Overture Services, Inc., a\nDelaware corporation (the \"Company). Certain capitalized terms used in this\nAgreement are defined in Section 1 below.\n\n RECITALS\n\n A. The Company from time to time may be presented with the possibility of\nengaging in a Change of Control transaction. The Board of Directors of the\nCompany (the \"Board\") recognizes that such consideration can be a distraction to\nthe Employee and can cause the Employee to consider alternative employment\nopportunities.\n\n B. The Board believes that it is in the best interests of the Company and\nits shareholders to provide the Employee with an incentive to continue his or\nher employment and to maximize the value of the Company upon a Change of Control\nfor the benefit of its shareholders.\n\n C. In order to provide the Employee with enhanced financial security and\nsufficient encouragement to remain with the Company notwithstanding the\npossibility of a Change of Control, the Board believes that it is imperative to\nprovide the Employee with certain severance benefits upon the Employee's\ntermination of employment (in certain circumstances) following a Change of\nControl.\n\n D. The Employee and the Company entered into a Change in Control Severance\nAgreement on ______________, ______ (the \"Original Agreement\") and Employee\nagrees to enter into this Agreement which will supersede the Original Agreement\nin its entirety.\n\n AGREEMENT\n\n In consideration of the mutual covenants herein contained and the\ncontinued employment of Employee by the Company, the parties agree as follows:\n\n Definition of Terms. The following terms referred to in this Agreement\nshall have the following meanings:\n\n Cause. \"Cause\" shall mean (i) any act of personal dishonesty taken by the\nEmployee in connection with his or her responsibilities as an employee which is\nintended to result in substantial personal enrichment of the Employee, (ii)\nEmployee's conviction of a felony which the Board reasonably believes has had or\nwill have a material detrimental effect on the Company's reputation or business,\n(iii) a willful act by the Employee which constitutes misconduct and is\ninjurious to the Company, and (iv) continued willful violations by the Employee\nof the Employee's obligations to the Company after there has been delivered to\nthe Employee a written demand for performance from the Company which describes\nthe basis for the Company's belief that the Employee has not substantially\nperformed his or her duties.\n\n Change of Control. \"Change of Control\" shall mean the occurrence of any of\nthe following events:\n\n the consummation of a merger or consolidation of the Company or a\nsubsidiary of the Company with any other entity, other than a merger or\nconsolidation which would result in the voting securities of the Company\noutstanding immediately prior thereto continuing to represent (either by\nremaining outstanding or by being converted or exchanged into other voting\nsecurities of another entity) more than fifty percent (50%) of the total voting\npower represented by the voting securities of the Company or such other entity\noutstanding immediately after such merger or consolidation;\n\n\n the approval by the shareholders of the Company of a plan of complete\nliquidation of the Company or the consummation of the sale or disposition by the\nCompany of all or substantially all of the Company's assets; or\n\n any \"person\" (as such term is used in Sections 13(d) and 14(d) of the\nSecurities Exchange Act of 1934, as amended) becoming the \"beneficial owner\" (as\ndefined in Rule 13d-3 under said Act), directly or indirectly, of securities of\nthe Company representing 50% or more of the total voting power represented by\nthe Company's then outstanding voting securities.\n\n Code. \"Code\" shall mean the Internal Revenue Code of 1986, as amended.\n\n Compensation Continuation Period. \"Compensation Continuation Period\" shall\nmean the period of time commencing with termination of the Employee's employment\nas a result of Involuntary Termination at anytime within eighteen (18) months\nafter a Change of Control and ending with the expiration of twelve (12) months\nfollowing the date of the Employee's termination.\n\n ISO. \"ISO\" shall mean an option intended to qualify as an incentive stock\noption within the meaning of Section 422 of the Code.\n\n Involuntary Termination. \"Involuntary Termination\" shall mean, without the\nEmployee's express written consent,: (i) a significant reduction of Employee's\nemployment responsibilities relative to Employee's employment responsibilities\nin effect immediately prior to a Change of Control; provided, however, that a\nreduction in responsibilities by virtue of the Company being acquired and made\npart of a larger entity (as, for example, when the Chief Financial Officer of\nthe Company remains as the senior financial officer of a division or subsidiary\nof the acquiror which division or subsidiary either contains substantially all\nof Overture Services, Inc.'s business or is of a comparable size) shall not\nconstitute an \"Involuntary Termination;\" (ii) a reduction by the Company of the\nEmployee's base salary and\/or target bonus as in effect immediately prior to\nsuch reduction; (iii) a substantial increase in the amount of Employee's\nbusiness travel which produces a constructive relocation of Employee, (iv) a\nmaterial reduction by the Company in the kind or level of employee benefits to\nwhich the Employee is entitled immediately prior to such reduction with the\nresult that the Employee's overall benefits package is significantly reduced;\n(v) the relocation of the Employee to a facility or a location more than fifty\n(50) miles from his or her then current location; or (vi) any purported\ntermination of the Employee by the Company which is not effected for Cause.\n\n Termination Date. \"Termination Date\" shall mean the effective date of any\nnotice of termination delivered by one party to the other hereunder.\n\n Term of Agreement. This Agreement shall continue until midnight on the\nthird anniversary of the Effective Date, unless the Company agrees to extend the\nAgreement beyond such date; provided, however, if a Change of Control occurs\nprior to the three (3) year anniversary of the Effective Date then this\nAgreement shall not terminate until the date that all obligations of the parties\nhereto under this Agreement have been satisfied.\n\n At-Will Employment. The Company and the Employee acknowledge that the\nEmployee's employment is and shall continue to be at-will, as defined under\napplicable law. If the Employee's employment terminates for any reason, the\nEmployee shall not be entitled to any payments, benefits, damages, awards or\ncompensation other than as provided by this Agreement, or as may otherwise be\nestablished under the Company's then existing employee benefit plans or policies\nat the time of termination.\n\n Severance Benefits.\n\n Termination Following A Change of Control.\n\n Involuntary Termination. Except as provided in subsection 4(a)(ii) of this\nAgreement and subject to Employee's compliance with Section 6, if Employee's\nemployment with the Company terminates as a result of an Involuntary\n\n\n -2-\n\nTermination at any time within eighteen (18) months after a Change of Control\nand Employee executes and does not revoke a release agreement (in the form\nprovided by the Company), then Employee shall be entitled to the following\nseverance benefits:\n\n twelve (12) months of Employee's base salary (as in effect immediately\nprior to the Change of Control), less applicable withholding, payable monthly in\naccordance with the Company's normal payroll practices during the Compensation\nContinuation Period;\n\n all stock options and shares of restricted stock held by the Employee\nprior to the Change of Control shall become fully vested and exercisable as of\nthe Termination Date, to the extent such stock options and shares of restricted\nstock are outstanding on such date;\n\n if Employee is eligible for and timely elects group health continuation\ncoverage pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as\namended (\"COBRA\"), the Company will reimburse Employee for his or her COBRA\npremiums until the earlier of (x) twelve (12) months from the Termination Date;\nor (y) the date Employee is no longer eligible to receive continuation coverage\npursuant to COBRA. Employee shall thereafter be responsible for the payment of\nCOBRA coverage at 102% of the actual premium cost for the remaining COBRA\nperiod; and\n\n each stock option held by the Employee on the date of the Company's\napproval of this Agreement and as set forth on Exhibit A to this Agreement, and\nany stock options granted thereafter shall, to the extent outstanding on the\nTermination Date, remain exercisable until the earlier of (x) the maximum term\nof the applicable stock option, as set forth on Exhibit A or in the applicable\nstock option agreement, or (y) twenty-four (24) months following the Termination\nDate.\n\n Reduction in Responsibilities. Notwithstanding anything to the contrary\ncontained in this Agreement, an Involuntary Termination shall not be deemed to\nhave occurred if Employee resigns at any time within six (6) months of a Change\nof Control as a result of a significant reduction of Employee's\nresponsibilities, as set forth in subsection 1(f)(i) of this Agreement.\n\n Other Termination. If the Employee's employment with the Company\nterminates other than as a result of an Involuntary Termination at any time\nwithin eighteen (18) months after a Change of Control, then the Employee shall\nnot be entitled to receive severance or other benefits hereunder, but may be\neligible for those benefits (if any) as may then be established under the\nCompany's then existing severance and benefits plans and policies at the\nTermination Date.\n\n Termination Apart from a Change of Control. If the Employee's employment\nwith the Company terminates for any or no reason other than within the eighteen\n(18) months following a Change of Control, then the Employee shall not be\nentitled to receive severance or other benefits hereunder, but may be eligible\nfor those benefits (if any) as may then be established under the Company's then\nexisting severance and benefits plans and policies at the time of such\ntermination.\n\n Accrued Wages and Vacation; Expenses. Without regard to the reason for, or\nthe timing of, Employee's termination of employment: (i) the Company shall pay\nthe Employee any unpaid base salary due for periods prior to the Termination\nDate; (ii) the Company shall pay the Employee all of the Employee's accrued and\nunused vacation through the Termination Date; and (iii) following submission of\nproper expense reports by the Employee, the Company shall reimburse the Employee\nfor all expenses reasonably and necessarily incurred by the Employee in\nconnection with the business of the Company prior to the Termination Date. These\npayments shall be made promptly upon termination and within the period of time\nmandated by law.\n\n Limitation on Payments. In the event that the severance and other benefits\nprovided for in this Agreement or otherwise payable to Employee (i) constitute\n\"parachute payments\" within the meaning of Section 280G of the Code, and (ii)\nwould be subject to the excise tax imposed by Section 4999 of the Code (the\n\"Excise Tax\"), then Employee's benefits under this Agreement shall be either\n\n\n -3-\n\ndelivered in full, or delivered as to such lesser extent which would result in\nno portion of such benefits being subject to the Excise Tax, whichever of the\nforegoing amounts, taking into account the applicable federal, state and local\nincome taxes and the Excise Tax, results in the receipt by Employee on an\nafter-tax basis, of the greatest amount of benefits, notwithstanding that all or\nsome portion of such benefits may be taxable under Section 4999 of the Code.\n\n Unless the Company and the Employee otherwise agree in writing, any\ndetermination required under this Section shall be made in writing by the\nCompany's independent public accountants (the \"Accountants\"), whose\ndetermination shall be conclusive and binding upon the Employee and the Company\nfor all purposes. For purposes of making the calculations required by this\nSection, the Accountants may make reasonable assumptions and approximations\nconcerning applicable taxes and may rely on reasonable, good faith\ninterpretations concerning the application of Section 280G and 4999 of the Code.\nThe Company and the Employee shall furnish to the Accountants such information\nand documents as the Accountants may reasonably request in order to make a\ndetermination under this Section. The Company shall bear all costs the\nAccountants may reasonably incur in connection with any calculations\ncontemplated by this Section.\n\n Post-Termination Non-Compete. Employee acknowledges that the nature of the\nCompany's business is such that if Employee were to become employed by, consult\nfor, or substantially involved in, the business of certain competitors of the\nCompany during the twelve (12) months following the termination of Employee's\nservice with the Company, it would be very difficult for Employee not to rely on\nor use the Company's trade secrets and confidential information. Thus, to avoid\nthe actual or threatened misappropriation of the Company's trade secrets and\nconfidential information, Employee agrees not to directly or indirectly engage\nin (whether as an employee, consultant, agent, proprietor, principal, partner,\nstockholder, corporate officer, director or otherwise), nor have any ownership\ninterest in or participate in the financing, operation, management or control\nof, any person, firm, corporation or business that is directly competitive with\nCompany (other than investments in professionally managed funds over which the\nEmployee does not have control or discretion in investment decisions and\ninvestments in publicly traded companies, so long as the Employee's beneficial\nownership does not exceed 2% of the public companies outstanding voting stock).\nFor the purposes of this paragraph, and to eliminate any uncertainty, the\nParties agree that for purposes of identifying companies or businesses that are\ndirectly competitive with Company, this paragraph shall only prevent Employee\nfrom working for the search divisions of the following companies: Google, Inc.\nand AOL Search (the Prohibited List). Employee acknowledges and agrees that the\nCompany retains the right to modify the Prohibited List from time to time (but\nthere may never be more than two (2) entities listed). In the event that the\nCompany elects to make such a modification, it will provide written notice to\nthe Employee of the change; provided, however, that the Company agrees that any\nsuch change shall not preclude the Employee from working for any newly added\ncompany where the Employee can represent that at the time of the notice of\nmodification, the Employee was already interviewing with the newly added\ncompany. Employee represents that he (i) is familiar with the foregoing covenant\nnot to compete, and (ii) is fully aware of his obligations hereunder, including,\nwithout limitation, the reasonableness of the length of time, scope and\ngeographic coverage of this covenant.\n\n Successors.\n\n Company's Successors. Any successor to the Company (whether direct or\nindirect and whether by purchase, lease, merger, consolidation, liquidation or\notherwise) to all or substantially all of the Company's business and\/or assets\nshall assume the Company's obligations under this Agreement and agree to perform\nthe Company's obligations under this Agreement in the same manner and to the\nsame extent as the Company would be required to perform such obligations in the\nabsence of a succession. For all purposes under this Agreement, the term\n\"Company\" shall include any successor to the Company's business and\/or assets\nwhich executes and delivers the assumption agreement described in this\nsubsection (a) or which becomes bound by the terms of this Agreement by\noperation of law.\n\n Employee's Successors. Without the written consent of the Company,\nEmployee shall not assign or transfer this Agreement or any right or obligation\nunder this Agreement to any other person or entity. Notwithstanding the\nforegoing, the terms of this Agreement and all rights of Employee hereunder\nshall inure to the benefit of, and be enforceable by, Employee's personal or\nlegal representatives, executors, administrators, successors, heirs,\ndistributees, devisees and legatees.\n\n\n -4-\n\n Notices.\n\n General. Notices and all other communications contemplated by this\nAgreement shall be in writing and shall be deemed to have been duly given when\npersonally delivered or when mailed by U.S. registered or certified mail, return\nreceipt requested and postage prepaid. In the case of the Employee, mailed\nnotices shall be addressed to him at the home address which he or she most\nrecently communicated to the Company in writing. In the case of the Company,\nmailed notices shall be addressed to its corporate headquarters, and all notices\nshall be directed to the attention of its Secretary.\n\n Notice of Termination. Any termination by the Company for Cause or by the\nEmployee as a result of a voluntary resignation or an Involuntary Termination\nshall be communicated by a notice of termination to the other party hereto given\nin accordance with this Section. Such notice shall indicate the specific\ntermination provision in this Agreement relied upon, shall set forth in\nreasonable detail the facts and circumstances claimed to provide a basis for\ntermination under the provision so indicated, and shall specify the Termination\nDate (which shall be not more than 30 days after the giving of such notice). The\nfailure by the Employee to include in the notice any fact or circumstance which\ncontributes to a showing of Involuntary Termination shall not waive any right of\nthe Employee hereunder or preclude the Employee from asserting such fact or\ncircumstance in enforcing his or her rights hereunder.\n\n Arbitration and Equitable Relief.\n\n Arbitration. In consideration of THIS AGREEMENT and my continued\nemployment with the Company, its promise to arbitrate all employment-related\ndisputes and my receipt of the compensation, pay raises and other benefits paid\nto me by the Company, at present and in the future, I agree that any and all\ncontroversies, claims, or disputes with anyone (including the Company and any\nemployee, officer, director, shareholder or benefit plan of the Company in their\ncapacity as such or otherwise) arising out of, relating to, or resulting from my\nemployment with the Company or the termination of my employment with the\nCompany, including any claims arising out of or relating to this Agreement,\nshall be subject to binding arbitration under the National rules for the\nResolution of employment disputes then in effect of the american arbitration\nassociation (the \"Rules\") and pursuant to California law, to be held in\npasadena, California. Disputes which I agree to arbitrate, and thereby agree to\nwaive any right to a trial by jury, include any statutory claims under state or\nfederal law, including, but not limited to, claims under Title VII of the Civil\nRights Act of 1964, the Americans with Disabilities Act of 1990, the Age\nDiscrimination in Employment Act of 1967, The fair credit reporting Act, the\nOlder Workers Benefit Protection Act, the California Fair Employment and Housing\nAct, the California Labor Code, claims of harassment, discrimination or wrongful\ntermination and any statutory claims. I further understand that this Agreement\nto arbitrate also applies to any disputes that the Company may have with me.\n\n Procedure. I agree that any arbitration will be administered by the\nAmerican Arbitration Association (\"AAA\") and that the neutral arbitrator will be\nselected in a manner consistent with its National Rules for the Resolution of\nEmployment Disputes. I agree that the arbitrator shall have the power to decide\nany motions brought by any party to the arbitration, including motions for\nsummary judgment and\/or adjudication and motions to dismiss and demurrers, prior\nto any arbitration hearing. I also agree that the arbitrator shall have the\npower to award any remedies, including attorneys' fees and costs, available\nunder applicable law. I understand the Company will pay for any administrative\nor hearing fees charged by the arbitrator or AAA with respect to any statutory\nclaims, except that I shall pay the first $200.00 of any filing fees associated\nwith any arbitration I initiate. I agree that any administrative or hearing fees\ncharged by the ARbitrator or AAA with REspect to non-statutory claims or\ncontract claims will be equally shared by the parties. I agree that the\narbitrator shall administer and conduct any arbitration in a manner consistent\nwith the Rules and that to the extent that the AAA's National Rules for the\nResolution of Employment Disputes conflict with the Rules, the Rules shall take\nprecedence. I agree that the decision of the arbitrator shall be in writing.\n\n Remedy. Except as provided by the Rules and THIS AGREEMENT, arbitration\nshall be the sole, exclusive and final remedy for any dispute between me and the\nCompany. Accordingly, except as provided for by the Rules and this agreement,\nneither I nor the Company will be permitted to pursue court action regarding\nclaims that are subject to arbitration. Notwithstanding, the arbitrator will not\nhave the authority to disregard or refuse to enforce any lawful Company policy,\nand the arbitrator shall not order or require the Company to adopt a policy not\notherwise required by\n\n\n -5-\n\nlaw which the Company has not adopted.\n\n Availability of Injunctive Relief. In addition to the right under the\nRules to petition the court for provisional relief, I agree that any party may\nalso petition the court for injunctive relief where either party alleges or\nclaims a violation of the Employment, Confidential Information, Invention\nAssignment Agreement between ME and the Company or any other agreement regarding\ntrade secrets, confidential information, nonsolicitation or Labor Code Section\n2870. I understand that any breach or threatened breach of such an agreement\nwill cause irreparable injury and that money damages will not provide an\nadequate remedy therefor and both parties hereby consent to the issuance of an\ninjunction. In the event either party seeks injunctive relief, the prevailing\nparty shall be entitled to recover reasonable costs and attorneys fees.\n\n Administrative Relief. I understand that this Agreement does not prohibit\nme from pursuing an administrative claim with a local, state or federal\nadministrative body such as the Department of Fair Employment and Housing, the\nEqual Employment Opportunity Commission or the workers' compensation board. This\nAgreement does, however, preclude me from pursuing court action regarding any\nsuch claim.\n\n Voluntary Nature of Agreement. I acknowledge and agree that I am executing\nthis Agreement voluntarily and without any duress or undue influence by the\nCompany or anyone else. I further acknowledge and agree that I have carefully\nread this Agreement and that I have asked any questions needed for me to\nunderstand the terms, consequences and binding effect of this Agreement and\nfully understand it, including that I am waiving my right to a jury trial.\nFinally, I agree that I have been provided an opportunity to seek the advice of\nan attorney of my choice before signing this Agreement.\n\n Miscellaneous Provisions.\n\n ISO Modification. The Employee hereby recognizes and agrees: (i) the\nseverance benefit described in Section 4(a)(i)(4), regardless of whether or not\nit is provided, will cause a \"modification\" of his or her unexercised ISOs, if\nany, within the meaning of Section 424(h) of the Code, and (ii) the modification\nwill cause the grant of a new option for tax purposes with respect to each ISO\nas of the Effective Date (please see Exhibit A for more information).\n\n No Duty to Mitigate. The Employee shall not be required to mitigate the\namount of any payment contemplated by this Agreement, nor shall any such payment\nbe reduced by any earnings that the Employee may receive from any other source.\n\n Waiver. No provision of this Agreement may be modified, waived or\ndischarged unless the modification, waiver or discharge is agreed to in writing\nand signed by the Employee and by an authorized officer of the Company (other\nthan the Employee). No waiver by either party of any breach of, or of compliance\nwith, any condition or provision of this Agreement by the other party shall be\nconsidered a waiver of any other condition or provision or of the same condition\nor provision at another time.\n\n Entire Agreement. This Agreement, the stock option agreements representing\nthe stock options and the restricted stock agreements representing the\nrestricted stock represent the entire agreement and understanding between the\nparties as to the subject matter herein and supersede all prior or\ncontemporaneous agreements, whether written or oral, including the Original\nAgreement.\n\n Non-Duplication. Employee agrees and acknowledges that any payments and\nbenefits that Employee is entitled to receive under the terms and conditions of\nthis Agreement shall be offset and reduced by any other severance payments\nreceived by Employee pursuant to any other agreement with the Company.\n\n Choice of Law. The validity, interpretation, construction and performance\nof this Agreement shall be governed by the internal substantive laws, but not\nthe conflicts of law rules, of the State of California.\n\n Severability. The invalidity or unenforceability of any provision or\nprovisions of this Agreement shall not affect\n\n\n -6-\n\nthe validity or enforceability of any other provision hereof, which shall remain\nin full force and effect.\n\n Employment Taxes. All payments made pursuant to this Agreement shall be\nsubject to withholding of applicable income and employment taxes.\n\n Counterparts. This Agreement may be executed in counterparts, each of\nwhich shall be deemed an original, but all of which together will constitute one\nand the same instrument.\n\n\n -7-\n\n\n IN WITNESS WHEREOF, each of the parties has executed this Agreement, in\nthe case of the Company by its duly authorized officer, as of the day and year\nfirst above written.\n\nCOMPANY: OVERTURE SERVICES, INC.\n\n By:\n\n Title:\n\n\nEMPLOYEE: By:\n\n Print Name:\n\n\n -8-\n\n EXHIBIT A\n\n\n<\/pre>\n
\n\n ORIGINAL NO. OF FORM OF OPTION
\n OPTION SHARES SUBJECT EXERCISE MAXIMUM AFTER EFFECTIVE DATE
\n GRANT DATE TO THE OPTION PRICE TERM (ISO* OR NSO)
\n ———- ————- ——– ——– ——————–
\n <\/p>\n————————————————————————————————————————<\/p>\n
————————————————————————————————————————<\/p>\n
————————————————————————————————————————<\/p>\n
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\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
*If an unexercised ISO had an exercise price equal to or greater than
\n$_____, the fair market value of the Company’s Common Stock on the Effective
\nDate of this Agreement, then the ISO will be considered a new ISO (“New ISO”)
\nand the date of grant of the New ISO shall be the Effective Date of this
\nAgreement. The holding periods for favorable tax treatment with respect to each
\nNew ISO will start on the Effective Date of this Agreement and the initial
\n$100,000 rule determination will be calculated with respect to all New ISOs that
\nare first exercisable in the calendar year in which the Effective Date of this
\nAgreement occurs.<\/p>\n
If an unexercised ISO had an exercise price that is less than $_____, the
\nfair market value of the Company’s Common Stock on the Effective Date of this
\nAgreement, then the ISO will be automatically converted into a “nonstatutory
\nstock option” (i.e., an option that does not qualify as an ISO) on the Effective
\nDate of this Agreement.<\/p>\n
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