EX-10.1



 Exhibit 10.1 
  

			
	



	  	 1035 O’Brien Drive, Menlo Park, CA 94025 

Tel +1-650-272-6269 | Fax +1-650-362-1908


 November 19, 2015 

Mr. Paul Cleveland 
 c/o Avalanche Biotechnologies, Inc.

 1035 O’Brien Drive 
 Menlo Park, California 94025 

Re: Employment Terms for Chief Executive Officer 
 Dear
Paul, 
 This letter agreement (the “Agreement”) memorializes the employment terms for your anticipated hire by Avalanche Biotechnologies, Inc.
(the “Company”) in the position of Chief Executive Officer of the Company (“CEO”), as well as your appointment as a member of the Board of Directors of the Company (the “Board”). These terms will become effective on
November 20, 2015. Your first day of work as CEO, the first day of your term as a member of the Board, will be December 9, 2015 or a later date determined by mutual agreement and approved by the Board (as applicable, the “Hire
Date”). 
 Effective as of the Hire Date, your employment terms will be as follows: 

 

	1.	Duties; Reporting Relationship; Office Location. 

 In the position of CEO, you will serve in an executive
capacity and will be required to perform the duties of CEO as commonly associated with this position, including primary responsibility for overall management of the Company and its operations, and as may be assigned to you by the Board from time to
time. You will report to the Board, and will work at the Company’s corporate headquarters which are currently located in Menlo Park, California. 
  

	2.	Compensation and Benefits. 

 Your base salary will be Five Hundred Forty Thousand Dollars ($540,000)
annually, subject to payroll deductions and all required withholdings, representing full-time employment with the Company. Your salary will be paid in accordance with the Company’s standard payroll schedule. 

In addition, for each calendar year starting with 2016 you will be eligible to earn an annual performance bonus with a target bonus amount equal to fifty-five
percent (55%) of your salary earned during the bonus year, provided that you are actively employed from the Hire Date through and including the date of bonus grants. Your annual bonus will be calculated based on attainment of individual goals
(including corporate and personal objectives) to be determined by the Board. Bonus payments will be in the form of cash and will be granted entirely at the discretion of the Board. Any cash bonus payments will be less payroll deductions and all
required withholdings. 








			
	



	  	 1035 O’Brien Drive, Menlo Park, CA 94025 

Tel +1-650-272-6269 | Fax +1-650-362-1908


  

You will be eligible to participate in the Company’s general employee benefits in accordance with the terms, conditions and limitations of the benefit
plans to the extent such plans have been established by the Company. 
  

	3.	Relocation Expenses. 

 You will also be entitled to a one-time lump sum payment of Fifty Thousand Dollars
($50,000) to cover your moving and relocation expenses as well as your flights between San Diego and the Bay Area (the “Relocation Payment”). If you voluntarily terminate your employment (or are terminated for Cause as defined in the
Change in Control and Severance Agreement) with Avalanche within twelve (12) months of your Hire Date, you will be required to repay the entire Relocation Payment. If you are involuntarily terminated, you will not be required to repay the
Relocation Payment. 
  

	4.	Stock Options. 

 In addition to the compensation and benefits described above, the Company will grant
you, subject to the approval of the Board, a stock option to purchase Nine Hundred and Ten Thousand (910,000) shares of the Company’s common stock, with a per share exercise price equal to the closing sales price of the Company’s
common stock on your Hire Date. The foregoing stock option shall provide that 25% of the total option shares shall vest on the first anniversary of the Hire Date, and 1/48 of the total option shares shall vest each month thereafter so that all of
the shares subject to the option are vested and exercisable on the fourth anniversary of the Hire Date. The Company shall file a registration statement on Form S-8 on or prior to the first anniversary of your Hire Date, registering the offer of the
shares of the Company’s common stock subject to the foregoing stock option. 
  

	5.	Confidentiality and Proprietary Information Obligations. 

  

	 	(a)	Company Policies and Proprietary Information Agreement. You will be required to sign the Employee Proprietary Information and Inventions Assignment Agreement attached hereto as Exhibit A (the “Proprietary
Information Agreement”). 

  

	 	(b)	 Adverse or Outside Business Activities. Throughout your employment with the Company, you may engage in civic, academic teaching and lectures, and
not-for-profit activities and up to two for-profit boards (currently Sangamo BioSciences, Inc. and Alder Biopharmaceuticals Inc.) so long as such activities do not interfere with the performance of your duties hereunder or present a conflict of
interest with the Company. You may not engage in other employment or undertake any other commercial business activities unless you obtain the prior written consent of the Board. The Company may rescind its consent to your service as a director of
all other corporations or participation in other business or public activities, if the 










			
	



	  	 1035 O’Brien Drive, Menlo Park, CA 94025 

Tel +1-650-272-6269 | Fax +1-650-362-1908


  

	 	
Company, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s reputational or business interests or conflict with your duties to the
Company. In addition, throughout the term of your employment with the Company, you agree not to, directly or indirectly, without the prior written consent of the Company, own, manage, operate, join, control, finance or participate in the ownership,
management, operation, control or financing of, or be connected as an officer, director, executive, partner, employee, principal, agent, representative, consultant, licensor, licensee or otherwise with, any business or enterprise engaged in any
business which is competitive with or which is reasonably anticipated to be competitive with the Company’s business; provided, however, that you may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of
securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. You hereby represent and warrant that you have disclosed previously to the
Board all other employment or other commercial business activities that you already undertake, or intend to undertake (to the extent currently known by you), during your period of employment with the Company. 


 

	6.	Change in Control and Severance Agreement. 

 Concurrently with the execution of this Agreement, you and
the Company shall enter into the Change in Control and Severance Agreement attached hereto as Exhibit B (the “Severance Agreement”). 
  

	7.	No Conflicts. 

 By signing this Agreement you hereby represent to the Company that, except as previously
disclosed to the Company: (a) your employment with the Company is not prohibited under any employment agreement or other contractual arrangement; and (b) you do not know of any conflicts which would restrict your employment with the
Company. You hereby represent that you have disclosed to the Company any contract you have signed that may restrict your activities on behalf of the Company, and that you are presently in compliance with such contracts, if any. 

 

	8.	At Will Employment. 

 Your employment relationship with the Company will be an “at-will”
arrangement. This means that either you or the Company may terminate your employment at any time, with or without cause, and with or without advance notice. This “at-will” employment relationship cannot be changed except in a written
agreement approved by the Company and signed by you and by a duly authorized officer of the Company. 








			
	



	  	 1035 O’Brien Drive, Menlo Park, CA 94025 

Tel +1-650-272-6269 | Fax +1-650-362-1908


  

 

	9.	Miscellaneous. 

 As required by law, your employment is contingent upon satisfactory proof of your
identity and legal authorization to work in the United States. Additionally, this offer is contingent upon your completion of the employment application, verification of your references, satisfactory completion of a pre-employment background check
and execution of the Employee Confidentiality and Invention Assignment Agreement and the Acknowledgment of Business Ethics and Conduct Guide and Company Policies. 

This Agreement, together with your Proprietary Information Agreement, forms the complete and exclusive statement of your employment agreement with the
Company. The employment terms in this Agreement supersede any other agreements or promises made to you by anyone, whether oral or written, concerning your employment terms. The company will have the right to reassign you, to change your
compensation, or to terminate your employment at any time, with or without cause or advance notice. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both
you and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this Agreement and the
provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This Agreement shall be construed and enforced in accordance with the laws of
the State of California without regard to conflicts of law principles. Any ambiguity in this Agreement shall not be construed against either party as the drafter. Any waiver of a breach of this Agreement, or rights hereunder, shall be in writing and
shall not be deemed to be a waiver of any successive breach or rights hereunder. This Agreement may be executed in counterparts, which shall be deemed to be part of one original, and facsimile signatures shall be equivalent to original signatures.

 [Signature page immediately follows] 








			
	



	  	 1035 O’Brien Drive, Menlo Park, CA 94025 

Tel +1-650-272-6269 | Fax +1-650-362-1908


  

Please sign and date this letter and return it to me by the close of business on Thursday, November 19, 2015, in order to confirm your anticipated
employment terms as set forth above. 
 We look forward to a productive and enjoyable work relationship with you. 

Sincerely, 
 Avalanche Biotechnologies, Inc.: 

 

	
	 /s/ Mark S. Blumenkranz


 Dr. Mark S. Blumenkranz, Chairman of the Board of Directors 

Understood and Accepted: 
  

	
	 /s/ Paul Cleveland

	Paul Cleveland

 Date: November 19, 2015 








			
	



	  	 1035 O’Brien Drive, Menlo Park, CA 94025 

Tel +1-650-272-6269 | Fax +1-650-362-1908


  

EXHIBIT A 
 EMPLOYEE
CONFIDENTIALITY AND INVENTION ASSIGNMENT AGREEMENT 







 Avalanche Biotechnologies, Inc. 

EMPLOYEE CONFIDENTIALITY AND INVENTION ASSIGNMENT AGREEMENT 

In partial consideration and as a condition of my employment by AVALANCHE BIOTECHNOLOGIES, (the “Company”), and
effective as of the date that my employment by the Company first commenced as set forth below, I, the undersigned, agree as follows: 
 1.
NONDISCLOSURE OF CONFIDENTIAL INFORMATION. 
 1.1. Confidential Information. During the term of my employment, I may receive and
otherwise be exposed to confidential and proprietary information relating to the Company’s business, strategies, designs and technologies, or to proprietary or confidential information relating to the Company’s suppliers, customers or
business partners. Such confidential and proprietary information may include but not be limited to confidential or proprietary information supplied to me with the legend “Confidential” or “Proprietary,” or equivalent, and any of
the following types of information, whether or not marked as confidential or proprietary: (i) information regarding physical or chemical or biological materials (such as, but not limited to, reagents, gene sequences, nucleic acids, cell lines,
media, antibodies, compounds, c-DNAs, antisense nucleotides, proteins and vectors) and techniques for their handling and use; (ii) information regarding ideas, technology and processes (such as, but not limited to, assays, techniques, sketches,
schematics, drawings, works of authorship, models, designs, inventions, know-how, technical documentation, equipment, algorithms, software programs, software source documents, formulae); (iii) information concerning or resulting from research
and development projects and other projects (such as, but not limited to, preclinical and clinical data, design details and specifications, engineering information, and works in process); (iv) business and financial information (such as, but
not limited to, current, future, and proposed products and services, financial information and models, information relating to procurement requirements, purchasing, manufacturing, customer lists, product plans, product ideas, business strategies,
marketing or business plans, financial or personnel matters, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and information regarding third parties, suppliers, customers, employees,
investors or facilities); (v) Inventions (as defined below), and (iv) information, derivatives, improvements or enhancements created using the foregoing information. (all of the above collectively referred to as “Confidential
Information”). I understand that Confidential Information shall not include information that (a) is in the public domain at the time of disclosure or enters the public domain following disclosure through no fault of mine, (b) is
already in my possession prior to disclosure hereunder (as reflected by my written records), or (c) is required to be disclosed pursuant to an order of any competent court or government agency or rules of a securities exchange. 

1.2. Duties. I acknowledge the confidential and secret character of the Confidential Information, and agree that the Confidential
Information is the sole, exclusive and extremely valuable property of Company. Accordingly, I agree not to use the Confidential Information except in the performance of my authorized duties as an employee of Company, and not to disclose all or any
part of the Confidential Information in any form to any third party, either during or after the term of my employment, without the prior written consent of the Company on a case-by-case basis. Appropriate prior written consent will be determined as
follows: (i) if I am  

  
 1 








 
not an executive officer of the Company, then consent may be obtained from an executive officer of the Company, or (ii) if I am an executive officer of the Company, then from the Board of
Directors of the Company. Upon termination of my employment, I agree to cease using and to return to Company all whole and partial copies and derivatives of the Confidential Information, whether in my possession or under my direct or indirect
control, provided that I am entitled to retain my personal copies of (i) my compensation records, (ii) materials distributed to shareholders generally and (iii) this Agreement. 

2. PROPERTY OF THE COMPANY. All notes, memoranda, reports, drawings, blueprints, manuals, materials, data, emails and other papers and records
of every kind which shall come into my possession at any time after the commencement of my employment with the Company, relating to any Inventions (as defined below) or Confidential Information, shall be the sole and exclusive property of the
Company. This property shall be surrendered to the Company upon termination of my employment with the Company, or upon request by the Company, at any other time either during or after the termination of such employment. I further agree that in the
event of termination of my employment with the Company I will execute a Termination Certificate substantially in the form attached hereto as Exhibit A. 

3. INVENTIONS. 
 3.1.
Disclosure. I shall disclose promptly in writing to an officer or to attorneys of the Company in accordance with the Company’s policies and procedures any idea, invention, work of authorship, whether patentable or unpatentable,
copyrightable or uncopyrightable, including, but not limited to, any documentation, formula, design, device, code, improvement, method, process, discovery, concept, development, machine or contribution, techniques, formulas, formulations, data,
programs, organisms, plasmids, cosmids, bacteriophages, expression vectors, cells, cell lines, tissues, materials, substrates, media, delivery methods or transfection methods, assays, compounds, peptides, proteins, DNA, RNA, and their constructs,
and sequence, genomic, and structural information relating thereto, crystals, optically active materials, ceramics, metals, metal oxides, and organic and inorganic chemical, biological and other material and their progeny, clones and derivatives and
salt forms (any of the foregoing items hereinafter referred to as an “Invention”) I may conceive, make, develop or work on, in whole or in part, solely or jointly with others, during the term of my employment with the Company. The
disclosure required by this Section applies (a) during the period of my employment with the Company and for one year thereafter; (b) with respect to all Inventions whether or not they are conceived, made, developed or worked on by me
during my regular hours of employment with the Company; (c) whether or not the Invention was made at the suggestion of the Company; (d) whether or not the Invention was reduced to drawings, written description, documentation, models or
other tangible form; and (e) whether or not the Invention is related to the general line of business engaged in by the Company. The Company agrees that it will take reasonable precautions to keep Inventions disclosed to it pursuant to this
Section 3.1 in confidence and shall not use any Inventions for its own advantage unless those Inventions are assigned or assignable to the Company pursuant to Section 3.2 or otherwise. 

3.2. Assignment of Inventions to Company; Exemption of Certain Inventions. I hereby assign to the Company, and agree to assign
automatically without requirement of further writing when first reduced to practice or recorded in a tangible medium, without royalty or any  







 
other further consideration, my entire right, title and interest in and to all Inventions and all intellectual property rights therein that (i) relate to the subject matters related to my
employment and exist as of the date of this Agreement, for which I do not have an obligation to assign to any third party or (ii) I conceive, make, develop or work on during the period of my employment with the Company and for one year
thereafter, except those Inventions that I develop entirely on my own time after the date of this Agreement without using the Company’s equipment, supplies, facilities or Confidential Information, unless those Inventions either (a) relate
at the time of conception or reduction to practice of the Invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or (b) result from or are related to any work performed by me for
the Company, in which case I agree that any such Inventions shall also be automatically assigned to the Company. I acknowledge and agree that the Company has hereby notified me that the assignment provided for in Section 3.2(ii) does not apply
to any Invention which qualifies fully for exemption from assignment under the provisions of Section 2870 of the California Labor Code, a copy of which is attached as Exhibit B. I also acknowledge and agree that nothing in this Section 3.2
above limits the assignment of any other rights in or to Confidential Information or other technology or intellectual property of the Company other than Inventions. 

3.3. Records. I will make and maintain adequate and current written records of all Inventions covered by Section 3.1. These
records shall be and remain the property of the Company. 
 3.4. Patents and Other Rights. Subject to Section 3.2, I will
assist the Company in obtaining, maintaining and enforcing patents, invention assignments and copyright assignments, and other proprietary rights in connection with any Invention covered by Section 3.1, and otherwise will assist the Company as
reasonably required by the Company to perfect in the Company the rights, title and other interests in my work product granted to the Company under this Agreement. Reasonable costs related to such assistance, if required, will be paid by the Company.
I further agree that my obligations under this Section 3.4 shall continue beyond the termination of my employment with the Company, but if I am called upon to render such assistance after the termination of such employment, I shall be entitled
to a fair and reasonable rate of compensation for such assistance. I shall, in addition, be entitled to reimbursement of any expenses incurred at the request of the Company relating to such assistance after the term of my employment. I hereby agree
to waive any moral rights I may have in any copyrightable work I create on behalf of the Company. If the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions
specified above, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and
file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 3.4 with the same legal force and effect as if executed by me. 

3.5. Prior Contracts and Inventions; Information Belonging to Third Parties. I represent and warrant that, except as set forth on
Exhibit C hereto, there are no other contracts to assign Inventions that are now in existence between any other person or entity and me. I further represent that (a) I am not obligated under any consulting, employment or other agreement which
would affect the Company’s rights or my duties under this Agreement, (b) there is no action,  







 
investigation, or proceeding pending or threatened, or any basis therefor known to me involving my prior employment or any consultancy or the use of any information or techniques alleged to
be proprietary to any former employer, and (c) the performance of my duties as an employee of the Company will not breach, or constitute a default under any agreement to which I am bound, including, without limitation, any agreement limiting
the use or disclosure of proprietary information acquired in confidence prior to engagement by the Company. I will not, in connection with my employment by the Company, use or disclose to the Company any confidential, trade secret or other
proprietary information of any previous employer or other person to which I am not lawfully entitled. As a matter of record, I attach as Exhibit C of this Agreement a brief description of all Inventions made or conceived by me prior to my employment
with the Company which I desire to be excluded from this Agreement (“Background Technology”). I hereby grant Company a non-exclusive, royalty-free, perpetual and irrevocable, worldwide right to use and sublicense the use of
Background Technology for the purpose of developing, marketing, selling and supporting Company technology, products and services, either directly or through multiple tiers of distribution, but not for the purpose of marketing Background Technology
separately from Company products or services. 
 4. NON-COMPETITION. During the term of my employment by the Company, I will not
without the prior written approval of (i) an executive officer of the Company, in the event that I am not an executive officer of the Company, and (ii) the Board of Directors of the Company, in the event that I am an executive officer of
the Company, (a) engage in any other professional employment or consulting, or (b) directly or indirectly participate in or assist any business which is a current or potential supplier, customer or competitor of the Company. 

5. NON-SOLICITATION. During the term of my employment with the Company and for a period of one (1) year thereafter, I will not solicit or
encourage, or cause others to solicit or encourage, any employees of the Company to terminate their employment with the Company. During the term of my employment with the Company, I will not solicit the business of any customer or client of the
Company on my own behalf or on behalf of any person or entity other than the Company. 
 6. MISCELLANEOUS. The parties’ rights and
obligations under this Agreement will bind and inure to the benefit of their respective successors, heirs, executors, and administrators and permitted assigns. I will not assign this Agreement or its obligations hereunder without the prior written
consent of the Company and any such purported assignment without consent shall be null and void from the beginning. This Agreement constitutes the parties’ final, exclusive and complete understanding and agreement with respect to the subject
matter hereof, and supersede all prior and contemporaneous understandings and agreements relating to its subject matter. This Agreement may not be waived, modified or amended unless mutually agreed upon in writing by both parties. In the event any
provision of this Agreement is found to be legally unenforceable, such unenforceability shall not prevent enforcement of any other provision of the Agreement. I acknowledge that the Company will suffer substantial damages not readily ascertainable
or compensable in terms of money in the event of the breach of any of my obligations under this Agreement. I therefore agree that the Company shall be entitled (without limitation of any other rights or remedies otherwise available to the Company)
to obtain an injunction from any court of competent jurisdiction prohibiting the continuance or recurrence of any breach of this Agreement. The rights and obligations of the parties under this Agreement shall be governed in








 
all respects by the laws of the State of California exclusively, without regard to conflict of law provisions. I agree that upon Company’s request, all disputes arising hereunder shall be
adjudicated in the state and federal courts having jurisdiction over disputes arising in San Francisco, California, and I hereby agree to consent to the personal jurisdiction of such courts. Any notices required or permitted hereunder shall be given
to the appropriate party at the address specified above or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery, or sent by certified or registered mail, postage prepaid, three
(3) days after the date of mailing. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. 







 I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME
WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT THE COMPANY WILL RETAIN ONE COUNTERPART AND THE
OTHER COUNTERPART WILL BE RETAINED BY ME. 
 IN WITNESS WHEREOF, I have executed this document as of the
19th day of November, 2015. 
  

	
	 /s/ Paul Cleveland

	 Employee



 AGREED AND ACKNOWLEDGED: 
  

			
	Avalanche Biotechnologies
		
	By:	 	 /s/ Mark S. Blumenkranz

	Name:	 	Mark S. Blumenkranz
	Title:	 	Chairman of the Board of Directors



  
 6 








 EXHIBIT A 

TO 
 EMPLOYEE CONFIDENTIALITY AND
INVENTION ASSIGNMENT AGREEMENT 
 Termination Certificate 

I, the undersigned, hereby certify that I do not have in my possession, nor have I failed to return, any documents or materials relating to
the business of Company or its affiliates (the “Company”), or copies thereof, including, without limitation, any item of Confidential Information listed in Section 3 of the Company’s Employee Confidentiality And Inventions
Assignment Agreement (the “Agreement”) to which I am a party. 
 I further certify that I have complied with all of the terms of
the Agreement signed by me, including the reporting of any Inventions (as defined in the Agreement) covered by the Agreement. 
 I further
agree that in compliance with the Agreement, I will preserve as confidential any information relating to the Company or any of it business partners, clients, consultants or licensees which has been disclosed to me in confidence during the course of
my employment by the Company unless authorized in writing to do so (i) by an executive officer of the Company, in the event that I am not an executive officer of the Company, or (ii) by the Board of Directors of the Company, in the event
that I am an executive officer of the Company. 
  

					
	Date:                                      
                  	 		 	  

		 		 	(Employee’s Signature)
			
		 		 	  

		 		 	(Printed or Typed Name of Employee)








 EXHIBIT B 

TO 
 EMPLOYEE CONFIDENTIALITY AND
INVENTION ASSIGNMENT AGREEMENT 
 California Labor Code 

California Labor Code § 2870. Application of provision providing that employee shall assign or offer to assign rights in invention to
employer. 
  

	 	(a)	Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the
employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: 


 

	 	(1)	Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or 


 

	 	(2)	Result from any work performed by the employee for the employer. 

  

	 	(b)	To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the
public policy of this state and is unenforceable. 








 EXHIBIT C 

TO 
 EMPLOYEE CONFIDENTIALITY AND
INVENTION ASSIGNMENT AGREEMENT 
 (List here prior contracts to assign Inventions that are now in existence between any other person or
entity and you.) 
 (List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement.
Continue on reverse side if necessary. 







 EXHIBIT B 

CHANGE IN CONTROL AND SEVERANCE AGREEMENT