Events Giving Rise to Severance Payments. The Company shall pay or cause to be paid to the Executive the Severance Payments specified in Section 2.2 and the other benefits specified in this Agreement if: (i) there is a Change of Control, and within 12 months after the Change of Control, (A) the Company or any successor to the Company terminates the employment of the Executive for any reason other than Cause, death, Disability or the Executive reaching the mandatory retirement age established by the Company, if any, or (b) the Executive voluntarily terminates his employment for Good Reason; or (ii) the Executive’s employment by the Company is terminated by the Company within three months prior to the Change of Control, and such termination arose in connection with or in anticipation of the Change of Control (for purposes of this Agreement, meaning that at the time of such termination, the Company had entered into an agreement, the consummation of which would result in a Change of Control, or the termination of the Executive’s employment was at the request of a third party who has taken steps to effect a Change of Control), or the Executive voluntarily terminates his employment for Good Reason during such three-month period, and in each case, such Change of Control is consummated, or the Board adopts a resolution to the effect that a potential Change of Control for purposes of this Agreement has occurred.
Appears in 2 contracts
Samples: Change of Control Agreement (Primal Solutions Inc), Change of Control Agreement (Primal Solutions Inc)
Events Giving Rise to Severance Payments. The Company shall pay or cause to be paid to the Executive the Severance Payments specified in Section 2.2 and the other benefits specified in this Agreement if:
(i) there is a Change of Control, and within 12 months after the Change of Control, (A) the Company or any successor to the Company terminates the employment of the Executive for any reason other than Cause, death, Disability or the Executive reaching the mandatory retirement age established by the Company, if any, or (bB) the Executive voluntarily terminates his employment for Good Reason; or
(ii) the Executive’s employment by the Company is terminated by the Company within three months prior to the Change of Control, and such termination arose in connection with or in anticipation of the Change of Control (for purposes of this Agreement, meaning that at the time of such termination, the Company had entered into an agreement, the consummation of which would result in a Change of Control, or the termination of the Executive’s employment was at the request of a third party who has taken steps to effect a Change of Control), or the Executive voluntarily terminates his employment for Good Reason during such three-month period, and in each case, such Change of Control is consummated, or the Board adopts a resolution to the effect that a potential Change of Control for purposes of this Agreement has occurred.
Appears in 2 contracts
Samples: Change of Control Agreement (Primal Solutions Inc), Change of Control Agreement (Primal Solutions Inc)