Executive Protection Agreement Change in Control_Long Form

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

EXECUTIVE PROTECTION AGREEMENT

This Executive Protection Agreement (hereinafter referred to as "Agreement") is made and entered into as of this {{day}} day of {{month}}, {{year}}, by and between {{company_name}}, a company duly incorporated under the laws of {{jurisdiction}}, with its principal place of business at {{company_address}} (hereinafter referred to as "Company"), and {{executive_name}}, an individual residing at {{executive_address}} (hereinafter referred to as "Executive").

1. Purpose of Agreement

The purpose of this Agreement is to provide certain protections to the Executive in the event of a Change in Control (as defined herein) of the Company, recognizing the Executive's significant contributions to the Company and the potential disruption that a Change in Control may cause to the Executive's employment.

2. Term of Agreement

This Agreement shall commence on the Effective Date and shall continue until the termination of the Executive's employment with the Company, subject to the provisions herein, particularly those relating to a Change in Control.

3. Change in Control

A "Change in Control" shall be deemed to have occurred if:

(a) Any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing more than fifty percent (50%) of the total voting power of the then outstanding voting securities of the Company;

(b) The consummation of a merger, consolidation, reorganization, or similar transaction involving the Company, unless immediately following such transaction, the shareholders of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than fifty percent (50%) of the total voting power of the outstanding voting securities of the entity resulting from such transaction;

(c) The sale or other disposition of all or substantially all of the assets of the Company;

(d) A change in the majority of the Board of Directors of the Company within any two-year period without the approval of the incumbent Board.

4. Consequences of Termination Following a Change in Control

In the event that the Executive’s employment is terminated by the Company without Cause (as defined herein) or by the Executive for Good Reason (as defined herein) within {{number}} months following a Change in Control, the Executive shall be entitled to the following benefits:

(a) A lump sum severance payment equal to {{number}} times the Executive's then-current annual base salary and target annual bonus;

(b) Continued participation in the Company's health and welfare benefit plans for a period of {{number}} months following the termination date, or until the Executive commences new employment with equivalent benefits, whichever occurs first;

(c) Immediate vesting of all outstanding equity awards held by the Executive;

(d) Outplacement services for a period of {{number}} months, not to exceed {{amount}}.

5. Definitions

"Cause" shall mean (i) the Executive's willful and continued failure to substantially perform his/her duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness); (ii) the Executive's willful engagement in gross misconduct materially injurious to the Company; (iii) the Executive's conviction of, or plea of 'nolo contendere' to, a felony or any crime involving moral turpitude; or (iv) the Executive's material breach of any material term of this Agreement or any other agreement with the Company.

"Good Reason" shall mean (i) a material diminution in the Executive's base salary; (ii) a material diminution in the Executive's authority, duties, or responsibilities; (iii) a material change in the geographic location at which the Executive is required to perform services; or (iv) any material breach by the Company of any material term of this Agreement or any other agreement with the Executive.

6. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of {{jurisdiction}}, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{jurisdiction}}.

7. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and arrangements, whether oral or written, between the parties.

8. Amendments and Waivers

No amendment or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both parties. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

9. Confidentiality

The Executive agrees to maintain the confidentiality of all proprietary and confidential information of the Company both during and after the term of employment, as per the terms of any separate confidentiality agreement in place or the Company's standard policies.

Signature Block

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

_____________________________

{{company_name}}

By: _________________________

Name: {{authorized_signatory_name}}

Title: {{authorized_signatory_title}}

_____________________________

{{executive_name}}

Executive