Executive Protection Agreement Change in Control_Long Form

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{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Executive Protection Agreement Change in Control_Long Form

Executive Protection Agreement Change in Control_Long Form

{{company_name}} {{company_address}} {{phone}} {{email}} {{website}}

EXECUTIVE PROTECTION AGREEMENT

This Executive Protection Agreement (the “Agreement”) is made and entered into as of {{effective_date}}, by and between {{company_name}} (the “Company”), a company duly organized and existing under the laws of [South Africa], with its principal place of business at {{company_address}}, and {{executive_name}} (the “Executive”), residing at {{executive_address}}.

1. PURPOSE

The Board of Directors of the Company (the “Board”) recognizes that the possibility of a Change in Control (as defined herein) of the Company exists and that such possibility can result in the distraction of Executive from his/her duties through no fault of Executive and without providing Executive the benefits commensurate with his/her contribution to the success of the Company. The Board has determined that it is in the best interests of the Company and its shareholders to provide Executive with certain severance benefits and protections in the event of a Change in Control.

2. DEFINITIONS

2.1 “Change in Control” shall mean (a) the acquisition of more than fifty percent (50%) of the voting shares of the Company by any person or group, (b) a merger or consolidation of the Company with or into another entity where the Company’s shareholders immediately prior to such merger or consolidation own less than fifty percent (50%) of the voting shares of the surviving entity, or (c) the sale of all or substantially all of the assets of the Company.

2.2 “Good Reason” shall mean (a) a material diminution in Executive’s base salary, (b) a material diminution in Executive’s authority, duties, or responsibilities, (c) a material change in the geographic location at which Executive must perform services, or (d) any other action or inaction that constitutes a material breach by the Company of this Agreement.

2.3 “Cause” shall mean (a) Executive’s willful misconduct or gross negligence in the performance of his/her duties, (b) Executive’s conviction of a felony or a crime involving moral turpitude, (c) Executive’s material breach of any term of this Agreement or any other agreement with the Company, (d) Executive’s chronic absenteeism, or (e) Executive’s failure to follow the lawful directives of the Board or Chief Executive Officer.

3. TERM

This Agreement shall commence on the Effective Date and shall continue in full force and effect until the earlier of (a) the third anniversary of the Effective Date, or (b) the date Executive’s employment with the Company is terminated in accordance with Section 5 hereof.

4. SEVERANCE BENEFITS UPON CHANGE IN CONTROL

4.1 In the event of a Change in Control, and provided Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within {{number_of_months}} months following such Change in Control, Executive shall be entitled to receive the following severance benefits:

(a) A lump sum cash payment equal to {{number_of_times}} times Executive’s annual base salary as of the date of termination, payable within {{number_of_days}} days following the termination date.

(b) A lump sum cash payment equal to {{number_of_times}} times Executive’s target annual bonus for the year of termination, payable within {{number_of_days}} days following the termination date.

(c) Continuation of medical, dental, and vision benefits for Executive and Executive’s eligible dependents for a period of {{number_of_months}} months following the termination date, at the Company’s sole expense. In the event COBRA coverage is not available, the Company shall pay for equivalent private health insurance.

(d) Outplacement services for a period of up to {{number_of_months}} months, at a cost not to exceed {{currency}}{{amount}}.

(e) Pro-rata vesting of all outstanding equity awards that are subject to time-based vesting, effective as of the termination date. All performance-based equity awards shall be treated in accordance with the terms of the applicable award agreements.

5. TERMINATION OF EMPLOYMENT

5.1 Termination by Company for Cause. In the event Executive’s employment is terminated by the Company for Cause, Executive shall not be entitled to any severance benefits under this Agreement.

5.2 Termination by Company Without Cause. In the event Executive’s employment is terminated by the Company without Cause (and not for Good Reason by Executive), Executive shall be entitled to the severance benefits set forth in Section 4.1.

5.3 Termination by Executive for Good Reason. In the event Executive terminates his/her employment for Good Reason, Executive shall be entitled to the severance benefits set forth in Section 4.1.

5.4 Termination by Executive Without Good Reason. In the event Executive terminates his/her employment without Good Reason, Executive shall not be entitled to any severance benefits under this Agreement.

6. RELEASE OF CLAIMS

As a condition to receiving any severance benefits under this Agreement, Executive shall execute and deliver to the Company a general release of claims in a form acceptable to the Company within {{number_of_days}} days following the termination of employment. Failure to execute and deliver such release within the specified timeframe shall result in the forfeiture of all severance benefits hereunder.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of [South Africa], without regard to its conflict of laws principles.

8. 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 representations, whether oral or written, between the parties.

9. AMENDMENT

This Agreement may not be amended or modified except by a written instrument executed by both the Company and Executive.

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

COMPANY:

{{company_name}}

By: ___________________________

Name: {{company_representative_name}}

Title: {{company_representative_title}}

EXECUTIVE:

___________________________

Name: {{executive_name}}