(g) Good Reason. Good Reason means Executives termination of employment within thirty (30) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, without Executives written consent:
(i) A material reduction of Executives duties, authority or responsibilities, relative to Executives duties, authority or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the CEO of the Company remains as such following a Change in Control but is not made the CEO of the acquiring corporation) will not constitute Good Reason;
(ii) A material reduction in Executives Base Salary (except where there is a reduction applicable to all similarly situated executive officers generally); provided, that a reduction of less than ten percent (10%) will not be considered a material reduction in Base Salary; or
(iii) A material change in the geographic location of Executives primary work facility or location; provided, that a relocation of less than fifty (50) miles from Executives then-present work location will not be considered a material change in geographic location.
Executive will not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for Good Reason within thirty (30) days of the initial existence of the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date the Company receives such notice during which such condition must not have been cured.
(h) Governmental Authority. Governmental Authority means any federal, state, municipal, foreign or other government, governmental department, commission, board, bureau, agency or instrumentality, or any private or public court or tribunal.
(i) New SPAC Equity Plan. New SPAC Equity Plan means the new omnibus equity incentive plan to be adopted in connection with the De-SPAC Closing.
(j) Person. Person shall be construed in the broadest sense and means and includes any natural person, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and other entity or Governmental Authority.
(k) Section 409A. Section 409A means Section 409A of the Code, and the final regulations and any guidance promulgated thereunder or any state law equivalent.
(l) Section 409A Limit. Section 409A Limit shall mean two (2) times the lesser of: (i) Executives annualized compensation based upon the annual rate of pay paid to Executive during Executives taxable year preceding Executives taxable year of his or her separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executives separation from service occurred.
(m) Termination Date. Termination Date means the date on which Executives employment with the Company and its affiliates terminates for any reason. For purposes of the payment of severance payments and benefits pursuant to Section 6 hereof, the Termination Date shall also be required to constitute a termination of employment with the Company within the meaning of Section 409A.