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Q: Change of Control Contract Severance Term ( No Answer,   2 Comments )
Question  
Subject: Change of Control Contract Severance Term
Category: Business and Money > Employment
Asked by: debd-ga
List Price: $60.00
Posted: 20 Aug 2004 09:46 PDT
Expires: 09 Sep 2004 14:31 PDT
Question ID: 390409
I am the CEO of a $20,000,000 privately held technology company. We
develop, manufacture and market Semiconductors. I was hired 2.5 years
ago by the private equity firm that bought the company in 2000. My job
is to get the company on a growth path and we will likely sell it in
2005. I am negotiating a Change of Control contract with the current
owners in anticipation of the eventual sale of the company. Because we
are privately held, it is difficult to gather any infomation on the
severance timeframe that is typically in these kind of contracts for
our size company. I can find all kinds of data on public companies but
the owner believes the timeframe for private companies is different. I
would like to understand what the normal severance time frame would be
for the CEO role of a private company our size and growing, evidence
or souces of the information that can be used to substantiate that
timeframe and any specifics on factors that might affect a longer or
shorter severance.
Answer  
There is no answer at this time.

Comments  
Subject: Re: Change of Control Contract Severance Term
From: ipfan-ga on 20 Aug 2004 10:30 PDT
 
As you pointed out, you need data on privately held companies and that
data is, well, private.  Thus, it may be difficult to point you to
sources on the web articulating and delineating specific severance and
change of control provisions for CEO's of privately held businesses. 
I can relate to you my personal experiences, however, that it is
typical for such severance contracts to contemplate a retention bonus,
whereby the CEO is paid a lump sum upon the occurrence of a certain
triggering event (a date certain or the completion of due diligence
attendant to a sale) to ensure that he/she stays on during the
critical transition phase.  Then, once the sale is fully closed, it is
typical for the contract to provide for the CEO to remain on as a
consultant (assuming he or she is not being picked up as an employee
by the new owner) for six months to a year at some monthly rate
(actually, a "consulting fee").  Then, once the consultation period
has ended, it is typical for the former CEO to receive his or her
severance package, which may include stock options, if the NewCo is
now public, or just cash.  Obviously, this change of control contract
must be disclosed to the new buyers since it has a direct financial
impact on them, but they normally sign on because they typically want
the former CEO to stick around long enough to help them get
going--again assuming that the new CEO is not simply hired by NewCo
and continues right along as CEO.  This type of total package is not
at all uncommon for a company with your sales volumes.
Subject: Re: Change of Control Contract Severance Term
From: debd-ga on 24 Aug 2004 07:45 PDT
 
ipfan,
Can you tell me a little about your background. Do you have a legal
background that has given you visability to these kinds of contracts
or have you been in similar situations where you have negotiated
contracts like this for yourself???
debd

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