Following a long period during which attention has been paid predominantly to the role of change agents in organizational change, change recipients and their experiences have finally begun to take center stage. Yet the typical view of recipients has been as passive reactors to change. In this paper we take steps towards highlighting the central, active roles change recipients play in organizational change events. We discuss and distinguish between dimensions of valence and activation and introduce a circumplex of recipients' affective and behavioral responses to change events. We describe the primary and secondary appraisal processes through which each response type emerges and discuss outcomes of each response type. We use our model to explain how change context and process variables affect recipients' responses to change. Finally, we discuss implications of our model for theory, research and practice.