On October 13, 2004, AeA New England hosted an CxO Solutions Roundtable discussing Protecting Senior Executives in a Change of Control at AeA member company SeaChange International, Inc. in Maynard, MA. 

Our speaker, Art Meyers, a partner at Palmer & Dodge, provided a practical analysis of the issues encountered in protecting C-level officers in change of control situations. After discussing when it is appropriate to establish a COC agreement, Art discussed the important elements of a COC agreement, including definitions (Cause, Good Reason), striking the proper balance between multiples of pay, mitigation and the length of the noncompete, and how to handle bonus calculations, health benefits, stock options, pensions and golden parachute tax calculations. He concluded his presentation with a discussion of the Compensation Committee's obligations to tally all forms of compensation and adhere to a deliberative process that satisfies the Business Judgment Rule.

This AeA roundtable provided an excellent opportunity for member company senior executives and HR professionals to meet and learn about change of control agreements in an informal, intimate setting. 

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