Voluntary Termination After a Change of Control Event Sample Clauses

Voluntary Termination After a Change of Control Event. If a Change of Control Event, as such term is defined in Annex I to this Employment Agreement, occurs at any time during the Employment Term, within 6 months after such Change of Control Event you may give notice to Garan terminating your employment. Such termination of employment shall be effective on a date set by you but not later than 30 days after you give notice of termination to Garan. In the event of such voluntary termination, Garan will pay to you cash severance equal to 2.99 times the sum of (a) the average of your Base Compensation determined by the Board in accordance with the provisions of Section 2.1 for each of the 5 Fiscal Years ending with the Fiscal Year preceding the Fiscal Year in which the Change of Control Event occurs plus (b) the average of your last 5 Annual Bonuses determined by the Board in accordance with Section 2.1 prior to the Change of Control Event. Such severance shall be payable to you on the next business day after the last day you render services under this Employment Agreement. It is expressly agreed that this Section 3.1 shall not apply if the Change of Control Event is a result of a completed "management buyout" of Garan in which you participate as an equity investor.
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Voluntary Termination After a Change of Control Event. If a Change of Control Event, as such term is defined in Annex I to this Employment and Consulting Agreement, occurs at any time during the Employment Term, within 6 months after such Change of Control Event you may give notice to Garan terminating your employment pursuant to this Section 3.1.a. Such termination of employment shall be effective on a date set by you but not later than 30 days after you give notice of termination to Garan. In the event of such voluntary ter- mination, Garan will pay to you severance equal to 2.99 times the average of the 3 highest of your combined Base Compensation and Annual Bonus determined by the Board in accordance with Section 2.1 for the 5 full Fiscal Years ending with the Fiscal Year preceding the Fiscal Year in which the Change of Control Event occurs. Such severance shall be paid to you not later than the next business day after the last day you render services as an employee under this Employment and Consulting Agreement. In addition to the amounts paid to you as severance in the event of your termination of employment after a Change of Control Event as provided in this Section 3.1.a, Garan shall pay to you at the same time (i) a fractional part of your last Annual Bonus determined by the Board in accordance with Section 2.1 prior to your termination of employment, equal to the number of months after the Fiscal Year for which such Annual Bonus was determined to and including the month of termination divided 12, and (ii) any unpaid Annual Bonus determined by the Board in accordance with Section 2.1 prior to your termination of employment. It is expressly agreed that this Section 3.1.a shall not apply if the Change of Control Event is a result of a completed "management buyout" of Garan in which you participate as an equity investor. 3.1.b. If all or a portion of any payments under this Employment Agreement, or under any other agreement with or plan of Garan qualify as "excess parachute payments" under Section 280G of the Internal Revenue Code of 1986, as the same is and may be amended from time to time ("Code"), and are thereby subject to the excise tax described in Code Section 4999, Garan shall pay to you an additional "Gross-Up Payment." This Gross-Up Payment shall be an amount equal to your excise tax liability under Code Section 4999 (including excise tax liability with respect to the Gross-Up Payment), plus an additional amount to cover your Federal, state, and local income and employment taxes on the Gross-Up...
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Related to Voluntary Termination After a Change of Control Event

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Termination After Change of Control In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE or is terminated by the EMPLOYEE as provided in Section 4(a)(ii) above, then the following shall occur:

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • Employment Status Termination Following Change in Control (a) No benefits shall be payable under this Agreement unless there has been a Change in Control of the Company during the Term. You acknowledge that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee. You may terminate your employment at any time, with or without Good Reason. If your employment with the Company terminates for any reason and subsequently a Change in Control shall have occurred, you shall not be entitled to any benefits hereunder.

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Employment After a Change in Control If a Change in Control of the Company (as defined in Section 12) occurs during the Change in Control Period and the Executive is employed by the Company on the date the Change in Control occurs (the “Change in Control Date”), the Company will continue to employ the Executive in accordance with the terms and conditions of this Agreement for the period beginning on the Change in Control Date and ending on the third anniversary of such date (the “Employment Period”). If a Change in Control occurs on account of a series of transactions, the Change in Control Date is the date of the last of such transactions.

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