Exhibit 10.13
PAYMENTUS HOLDINGS, INC.
CHANGE IN CONTROL AND SEVERANCE AGREEMENT
This Change in Control and Severance Agreement (the “Agreement”) is made by and between Paymentus Holdings, Inc., a Delaware corporation (the “Company”), and Gerasimos (Jerry) Portocalis (“Executive”), effective as of February 7, 2022 (the “Effective Date”).
This Agreement provides certain protections to Executive in connection with an involuntary termination of Executive’s employment with the Company under the circumstances described in this Agreement, including in connection with a change in control of the Company. Certain capitalized terms used in this Agreement are defined in Section 7 below.
The Company and Executive agree as follows:
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For purposes of this Change in Control definition under Section 7.4, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.
Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
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Paymentus Holdings, Inc.
18390 NE 68th St.
Redmond, WA 98052
Attention: Chief Executive Officer
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By its signature below, each of the parties signifies its acceptance of the terms of this Agreement, in the case of the Company by its duly authorized officer.
[Signature page follows]
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COMPANY PAYMENTUS HOLDINGS, INC.
By: /s/ Andrew Gerber
Name: Andrew Gerber
Title: General Counsel and Secretary
Date: February 7, 2022
EXECUTIVE /s/ Gerasimos (Jerry) Portocalis
Gerasimos (Jerry) Portocalis
Date: February 7, 2022
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