Severance and CIC

[Guest aaronk]

I'm reviewing an employment contract for an executive of a private company. Among other things, the contact provides that within 60 days of a change in control, the executive may voluntarily resign and would be entitled to a severance payment equal to one year's salary payable in a lump sum within 14 days of separation. At the company's request, however, the executive would be required to continue working for 6 months before any severance would be paid.

While I don't think this qualified for any 409A exemption, I think it complies with 409A. Despite the reference to a change in control, the real trigger seems to be separation from service and the payment is due within 90 days of separation.

Am I missing anything?

Thank you.

Aaron