Common use of RIGHTS UPON A CHANGE IN CONTROL Clause in Contracts

RIGHTS UPON A CHANGE IN CONTROL. (a) If a Change in Control (as defined in Exhibit B hereto) occurs before the termination of Employee's employment hereunder, then this Agreement shall be automatically renewed (the "Renewed Employment Agreement") in the same form and substance as in effect immediately prior to the Change in Control, except that the Initial Term, as specified pursuant to Section 1 of this Agreement, shall be three (3) years commencing with the effective date of the Change in Control, and the Extension Dates shall commence with the second anniversary of the effective date of the Change in Control. (b) Notwithstanding anything in this Agreement to the contrary, if upon or at any time within one (1) year following any Change in Control that occurs during the term of this Agreement there is a Termination Event (as defined below), Employee shall be treated as if he or she had been terminated for the convenience of the Company pursuant to Section 8(a), and Employee shall be entitled to receive the same compensation and other benefits and entitlements as are described in Section 8(a), as appropriate, of this Agreement. Furthermore, the provisions of Section 8 shall continue to apply during the term of the Renewed Employment Agreement except that, in the event of a conflict between Section 8 and the rights of Employee described in this Section 9, the provisions of this Section 9 shall govern.

Appears in 3 contracts

Samples: Executive Officer Employment Agreement (Callaway Golf Co /Ca), Executive Officer Employment Agreement (Callaway Golf Co /Ca), Executive Officer Employment Agreement (Callaway Golf Co /Ca)

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RIGHTS UPON A CHANGE IN CONTROL. (a) If a Change in Control (as defined in Exhibit B hereto) occurs before the termination of EmployeeMr. Yash's employment hereunder, then this Agreement shall be automatically renewed (the "Renewed Employment Agreement") in the same form and substance as in effect immediately prior to the Change in Control, except that the Initial Term, as specified pursuant to Section 1 of this Agreement, shall be three (3) years commencing with the effective date of the Change in Control, and the Extension Dates shall commence with the second anniversary of the effective date of the Change in Control. (b) Notwithstanding anything in this Agreement to the contrary, if upon or at any time within one (1) year following any Change in Control that occurs during the term of this Agreement there is a Termination Event (as defined below), Employee Mr. Yash shall be treated as if he or she had been terminated for the convenience of the Company pursuant to Section 8(a), and Employee Mr. Yash shall be entitled to receive the same compensation and other benefits and entitlements as are described in Section 8(a), as appropriate, of this Agreement. Furthermore, the provisions of Section 8 shall continue to apply during the term of the Renewed Employment Agreement except that, in the event of a conflict between Section 8 and the rights of Employee Mr. Yash described in this Section 9, the provisions of this Section 9 shall govern.

Appears in 1 contract

Samples: Executive Officer Employment Agreement (Callaway Golf Co /Ca)

RIGHTS UPON A CHANGE IN CONTROL. (a) If a Change in Control (as defined in Exhibit B hereto) occurs before the termination of Employee's Xx. Xxxxxxxx'x employment hereunder, then this Agreement shall be automatically renewed (the "Renewed Employment Agreement") in the same form and substance as in effect immediately prior to the Change in Control, except that the Initial Term, as specified pursuant to Section 1 of this Agreement, shall be three (3) years commencing with the effective date of the Change in Control, and the Extension Dates shall commence with the second anniversary of the effective date of the Change in Control. (b) Notwithstanding anything in this Agreement to the contrary, if upon or at any time within one (1) year following any Change in Control that occurs during the term of this Agreement there is a Termination Event (as defined below), Employee Xx. Xxxxxxxx shall be treated as if he or she had been terminated for the convenience of the Company pursuant to Section 8(a), and Employee Xx. Xxxxxxxx shall be entitled to receive the same compensation and other benefits and entitlements as are described in Section 8(a), as appropriate, of this Agreement. Furthermore, the provisions of Section 8 shall continue to apply during the term of the Renewed Employment Agreement except that, in the event of a conflict between Section 8 and the rights of Employee Xx. Xxxxxxxx described in this Section 9, the provisions of this Section 9 shall govern.

Appears in 1 contract

Samples: Executive Officer Employment Agreement (Callaway Golf Co /Ca)

RIGHTS UPON A CHANGE IN CONTROL. (a) If a Change in Control (as defined in Exhibit B A hereto) occurs before the termination of Employee's Xx. Xxxxxxxx'x employment hereunder, then this Agreement shall be automatically renewed extended (the "Renewed Extended Employment Agreement") in the same form and substance as in effect immediately prior to the Change in Control, except that the Initial Term, as specified pursuant termination date shall be that date which would permit the Extended Employment Agreement to Section 1 continue in effect for an additional period of time equal to the full term of this Agreement, shall be three (3) years commencing with the effective date of the Change in Control, and the Extension Dates shall commence with the second anniversary of the effective date of the Change in Control. (b) Notwithstanding anything in this Agreement to the contrary, if upon or at any time within one (1) year following any Change in Control that occurs during the term of this Agreement there is a Termination Event (as defined below), Employee Xx. Xxxxxxxx shall be treated as if he or she had been terminated for the convenience of the Company pursuant to Section 8(a), and Employee Xx. Xxxxxxxx shall be entitled to receive the same compensation and other benefits and entitlements as are described set forth in Section 8(a), as appropriate, of this Agreement. Furthermore, except as specifically provided herein, the provisions of termination events and consequences described in Section 8 shall continue to apply during the term of the Renewed Extended Employment Agreement except that, in the event of a conflict between Section 8 and the rights of Employee Xx. Xxxxxxxx described in this Section 9, the provisions of this Section 9 shall govern.

Appears in 1 contract

Samples: Chairman and Founder Employment Agreement (Callaway Golf Co /Ca)

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RIGHTS UPON A CHANGE IN CONTROL. (a) If a Change in Control (as defined in Exhibit B hereto) occurs before the termination of Employee's employment hereunder, then this Agreement shall be automatically renewed (the "Renewed Employment Agreement") in the same form and substance as in effect immediately prior to the Change in Control, except that the Initial Term, as specified pursuant to Section 1 of this Agreement, shall be three two (32) years commencing with the effective date of the Change in Control, and the Extension Dates shall commence with the second anniversary of the effective date of the Change in Control. (b) Notwithstanding anything in this Agreement to the contrary, if upon or at any time within one (1) year following any Change in Control that occurs during the term of this Agreement there is a Termination Event (as defined below), Employee shall be treated as if he or she had been terminated for the convenience of the Company pursuant to Section 8(a), and Employee shall be entitled to receive the same compensation and other benefits and entitlements as are described in Section 8(a), as appropriate, of this Agreement. Furthermore, the provisions of Section 8 shall continue to apply during the term of the Renewed Employment Agreement except that, in the event of a conflict between Section 8 and the rights of Employee described in this Section 9, the provisions of this Section 9 shall govern.

Appears in 1 contract

Samples: Executive Officer Employment Agreement (Callaway Golf Co /Ca)

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