Are electronic signatures legally binding?

Yes. Electronic signatures are legally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Ensure intent, consent, attribution, and reliable record retention to meet the four-part ESIGN test.

Do I need a notary or witnesses?

Not always. Many jurisdictions accept unsigned electronic agreements, but state rules and specific corporate bylaws may require notarization or witnesses for certain filings or deeds; check state law and your governing documents.

Who must sign the agreement?

Typically the affected director(s) and an authorized corporate officer. Corporate resolutions or bylaws may require additional signers or board approval prior to execution.

How do I amend the agreement later?

Amendments should be written, executed by the same authorized signatories, and documented in corporate minutes. Treat amendments like new contracts for approval and retention purposes.

How can the agreement be revoked or canceled?

Include explicit revocation or termination clauses. Absent such language, revocation generally requires mutual written agreement and, where relevant, board or shareholder approval.

What are best practices for storage and proof?

Store final signed PDFs with an audit trail, preserve originals in corporate records, and maintain access logs. For health or regulated industries, follow HIPAA and applicable regulator retention rules.

Electronic Signature
Templates
Legal
Directors Change of Control Agreement

Directors Change of Control Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

DIRECTORS CHANGE OF CONTROL AGREEMENT

This Directors Change of Control Agreement (the Agreement) is made and entered into as of by and between Company Name: , a business entity organized under the laws of (the Company), and Director Name: , an individual whose principal address is (the Director).

RECITALS

WHEREAS, the Director serves as a member of the Board of Directors of the Company and holds fiduciary duties and obligations arising from such service; and

WHEREAS, the Company and the Director desire to set forth the Director's rights, compensation adjustments, equity treatment and other consequences in the event of a Change of Control of the Company as defined below; and

WHEREAS, the parties intend for this Agreement to provide certainty with respect to the Director's status, indemnification and financial protections upon the occurrence of a Change of Control.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a) "Change of Control" means (i) the sale, lease or other disposition of all or substantially all of the assets of the Company, (ii) a merger, consolidation or business combination of the Company in which the holders of the Company's voting securities immediately prior to such transaction do not retain, immediately following such transaction, beneficial ownership of a majority of the combined voting power, or (iii) any other transaction or series of related transactions that results in a transfer of control of the Company as reasonably determined in good faith by the Board. The parties may describe a specific triggering event here:

(b) "Cause" shall mean gross negligence, willful misconduct, material breach of fiduciary duty, conviction of a felony, or other conduct that would reasonably warrant removal from the Board under applicable law.

2. CHANGE OF CONTROL EFFECTS

Upon the occurrence of a Change of Control during the Director's tenure, the following shall apply unless otherwise provided in a separate written agreement executed by the parties:

(a) Resignation or Removal. If, within days following a Change of Control, the Director is removed without Cause or resigns for Good Reason (as defined below), the Director shall be entitled to the severance and protections described in Section 3. "Good Reason" shall mean a material diminution of the Director's position, duties or compensation that is not consented to by the Director.

3. COMPENSATION, SEVERANCE AND BENEFITS

(a) Severance Amount. Subject to Section 3(c), upon a qualifying termination as described in Section 2(a), the Company shall pay to the Director a lump sum cash severance equal to (the Severance Payment) within 30 days following the Director's termination.

(b) Continuation of Benefits. The Company shall continue to provide the Director with health and welfare benefits substantially comparable to those in effect immediately prior to the Change of Control for a period of months, or until such time as the Director becomes eligible for materially similar benefits from another employer, whichever occurs first.

(c) Conditions to Payment. All payments and benefits payable under this Section 3 are subject to the Director's execution and non-revocation of a separation and release agreement in form and substance reasonably acceptable to the Company within 60 days following the Date of Termination.

4. EQUITY; VESTING; TREATMENT OF AWARDS

(a) Acceleration. Unless otherwise provided in the applicable award agreement, in the event of a Change of Control, outstanding equity awards held by the Director shall be treated as follows:

(b) Option Exercise. If any award requires exercise or settlement following a Change of Control, the Director shall have a minimum period of days to exercise vested options in accordance with the applicable plan and award agreement.

5. CONFIDENTIALITY; RETURN OF PROPERTY

The Director acknowledges and agrees to continue to be bound by all confidentiality, non-disclosure and proprietary information obligations applicable to the Director, whether under common law, contract or Company policy. Upon termination of the Director's service, the Director shall promptly return all Company property and Confidential Information.

6. INDEMNIFICATION

The Company shall indemnify and hold harmless the Director to the fullest extent permitted by applicable law for acts or omissions occurring during the Director's service, including payment of costs of defense and settlement, and shall continue to provide such indemnification for claims arising out of periods of service prior to the Change of Control unless limited by applicable corporate charter or statute.

7. TAXES

All payments under this Agreement shall be subject to applicable federal, state and local tax withholding. The Director shall be responsible for any taxes arising from severance or equity transactions unless the Company is required by law to withhold or remit such taxes.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing pursuant to this Section.

Company Notice Address Director Notice Address

9. AMENDMENT; WAIVER

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

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of law principles. The parties agree that exclusive venue for any dispute arising under this Agreement shall be in the courts located in the jurisdiction specified above.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits and any applicable board resolutions or equity award agreements expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect.

12. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic image or facsimile shall be binding for all purposes.

MISCELLANEOUS INFORMATION

Company Entity Type (check all that apply)

Corporation Limited Liability Company Other:

Additional Terms or Special Instructions

Company:

By:

Date:

Director:

By:

Date:

What a Directors Change of Control Agreement Is

A Directors Change of Control Agreement is a written contract between a corporation and one or more directors that defines rights, duties, compensation, and exit terms triggered if corporate control shifts. Typical triggers include a sale, merger, change in majority shareholdings, or other ownership transfer. The agreement clarifies board composition, voting rights, resignation or removal procedures, severance or retention payments, confidentiality and noncompete obligations, and post-change cooperation duties to reduce dispute risk during transition.

Why this Agreement Matters for Governance and Transition

A clear Directors Change of Control Agreement reduces uncertainty during ownership transitions by documenting director protections, compensation, and duties. It helps align expectations among directors, shareholders, and management while limiting litigation risk and preserving fiduciary clarity during a high-stakes event.

Who typically prepares and signs this agreement

Common parties involved in preparing and executing a Directors Change of Control Agreement include internal counsel, corporate secretaries, and affected directors.

Execution commonly follows board approval and may require signatures from authorized corporate officers and the director(s) named in the agreement.

Core elements to include in a professional agreement

A well-drafted Directors Change of Control Agreement is structured, explicit, and tied to corporate governance documents to avoid conflicts and unintended consequences.

Trigger Events

List specific control events (merger, sale, change in voting control) with clear definitions to avoid ambiguity and litigation over scope.

Board Composition

Specify whether directors remain in office, appointment rights for new owners, and any staggered board effects after the change of control.

Director Obligations

Detail continuing fiduciary duties, cooperation requirements for transition, and limits on competing activities during and after the change event.

Severance & Benefits

Define severance, retention bonuses, accelerated vesting, health benefits continuation, and any conditions tied to resignation or termination.

Voting Rights

Address transfer or suspension of voting rights, supermajority requirements, and how director votes count during a control contest.

Confidentiality & IP

Include confidentiality, IP assignment, and non-solicitation clauses to protect corporate assets through and after the transaction.

Essential fields and document data you must collect

Director Name: Full legal name

Entity Name: Exact corporate legal name

Effective Date: MM/DD/YYYY

Trigger Description: Concise event definition

Compensation Terms: Severance or retention detail

Signature Blocks: Signer, title, date

Step-by-step: completing the agreement

Follow this sequence to fill, approve, and store a Directors Change of Control Agreement to ensure enforceability and corporate record accuracy.

01

Draft core terms: Record trigger events, payments, and director duties.
02

Legal review: Have corporate counsel confirm alignment with bylaws and shareholder agreements.
03

Board approval: Obtain a board resolution authorizing execution where required.
04

Execute and store: Collect signatures and retain in corporate records.

Typical online workflow settings for digital completion

Configure authentication, document fields, and retention settings when using an eSignature platform to execute the agreement electronically.

Field	Configuration
Signature Authentication	Email link + optional SMS code
Bulk Send	Use Business Premium or Site License for mass distribution
Notarization	Select RON session or arrange in-person notarization
Record Retention	Export signed PDF/A and store in corporate repository

Where to file, send, and who to notify

After execution, record the agreement in corporate books, distribute copies to stakeholders, and follow any filing or notice obligations agreed with investors.

Corporate Records: Place a final signed copy with minutes and bylaws.
Board and Counsel: Provide executed copies to directors and in-house or external counsel.
Investors: Send notices required by shareholder or investor agreements.
Regulatory Filings: File only if state or transaction documents require disclosure.

Digital signing and file compatibility considerations

Use an eSignature platform that supports common formats, secure authentication, and audit trails to preserve evidence of execution.

File Formats: PDF and DOCX supported
Integrations: Salesforce, NetSuite, Google Workspace
Authentication: Email, SMS, or advanced methods

Common timing and deadline expectations

Timelines vary by corporate governance documents and transaction schedules; align the agreement dates with board resolutions and closing timetables.

Effective Date:

As specified in the agreement

Board Approval:

Typically required prior to execution

Investor Notice:

Follow shareholder agreement timing, often within 30–60 days

Notarization Window:

Complete notary or RON session before filing or closing if required

Record Filing:

Add to corporate minutes immediately after signing

Key milestones from drafting to finalization

Track these milestones as a simple linear sequence to coordinate internal approvals and external notifications.

01

Drafting Complete

Terms finalized and circulated for legal review.

02

Legal Sign-off

Counsel confirms compliance with bylaws and agreements.

03

Board Authorization

Resolution passed authorizing execution by officer.

04

Execution & Filing

Signatures collected and documents stored in records.

Common errors to avoid when preparing the agreement

Using vague control-event language that leads to disputes about whether a change occurred and triggers were met.
Failing to coordinate with shareholder agreements or bylaws, which can create inconsistent obligations or void certain provisions.
Omitting board resolutions or corporate approval steps required under state law or the company’s governing documents.
Neglecting to specify payment timing, tax treatment, or conditions for forfeiture, which can produce unexpected tax liabilities.

Potential legal and financial risks from improper execution

Contract Invalidity: Risk of being unenforceable

Fiduciary Breach: Director liability exposure

Tax Consequences: Unclear tax treatment for payments

Shareholder Disputes: Litigation or injunctive relief

Regulatory Scrutiny: SEC or industry regulator inquiries

Severance Claims: Disagreements over eligibility

How this agreement differs from related instruments

Compare the Directors Change of Control Agreement with other governance and employment documents to select the correct vehicle for desired protections.

Document Type	Purpose	Typical Signers
Directors Change	director protections	board & director
Stockholder Agreement	share transfer rules	shareholders
Employment Agreement	employment terms	company & employee
Indemnification Agreement	defense and indemnity	company & director

Typical eSignature vendor pricing and feature snapshot

Baseline pricing and feature availability varies by vendor and plan; signNow appears first to show starting price and common compliance features.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently asked questions and practical answers

Answers to common questions about enforceability, notarization, amending, and storing Directors Change of Control Agreements.

Need help? Contact support

Are electronic signatures legally binding?
Yes. Electronic signatures are legally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Ensure intent, consent, attribution, and reliable record retention to meet the four-part ESIGN test.
Do I need a notary or witnesses?
Not always. Many jurisdictions accept unsigned electronic agreements, but state rules and specific corporate bylaws may require notarization or witnesses for certain filings or deeds; check state law and your governing documents.
Who must sign the agreement?
Typically the affected director(s) and an authorized corporate officer. Corporate resolutions or bylaws may require additional signers or board approval prior to execution.
How do I amend the agreement later?
Amendments should be written, executed by the same authorized signatories, and documented in corporate minutes. Treat amendments like new contracts for approval and retention purposes.
How can the agreement be revoked or canceled?
Include explicit revocation or termination clauses. Absent such language, revocation generally requires mutual written agreement and, where relevant, board or shareholder approval.
What are best practices for storage and proof?
Store final signed PDFs with an audit trail, preserve originals in corporate records, and maintain access logs. For health or regulated industries, follow HIPAA and applicable regulator retention rules.

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