| || automatically vest with respect to that number of shares that would have vested during the Severance Period had your employment continued; and (iv) each of your options to purchase the Companys common stock that is vested as of your termination date (after giving effect to any applicable accelerated vesting) will remain exercisable until the earlier of the thirty-six (36)-month anniversary of your termination date or the original expiration date of the option. In addition, if your employment with the Company is terminated by the Company without Cause or you resign for Good Reason, in each case, within twelve (12) months following a Change in Control (as defined below), subject to your execution and delivery to the Company of a Release that becomes effective and irrevocable within sixty (60) days following such termination of employment, then each outstanding equity award held by you will automatically vest in full. |
For purposes of this Agreement, Cause shall mean (i) material breach of any of your representations or obligations contained in this Agreement, including your willful failure or refusal to perform the job duties and responsibilities assigned to you by the Company, which if such material breach is reasonably susceptible of cure is not cured after thirty (30) days have elapsed following the date on which the Company gives you written notice of such breach; (ii) conviction of, or plea of guilty or nolo contendere to, any felony or any crime involving moral turpitude; (iii) participation in a fraud, act of dishonesty or misappropriation or similar conduct against the Company; (iv) conduct that is materially injurious to the Company or its affiliates or subsidiaries, monetarily or otherwise; (v) improper use or disclosure of the Companys confidential or proprietary information; or (vi) obtaining a direct or indirect personal benefit from the transfer or use of the Companys trade secrets or intellectual property other than on the Companys behalf.
For the purposes of this Agreement, Change in Control shall mean the consummation of any of the following: (x) the Companys sale of all or substantially all of its assets, (y) a sale of all of the shares held by the stockholders or (z) any merger, consolidation, sale of a majority of the Companys capital stock (other than in a transaction described in clause (y)) or other similar transaction involving the Company and as a result of which the holders of the Companys capital stock immediately prior to the transaction will own less than 50% of the voting power of the Companys capital stock.
For the purposes of this Agreement, Good Reason shall mean the continuance of any of the following events without your written consent: (i) any material breach of the terms of this Agreement by the Company; (ii) any material restriction or diminution in your duties or responsibilities; (iii) any change in the location of your principal place of employment that increases your one-way commute in excess of fifty (50) miles from your principal place of employment prior to such change; (iv) any material failure by the Company to pay your base salary, bonuses that you have earned, or benefits that you are entitled to receive under this Agreement, or any material reduction by the Company of your base salary under this Agreement, provided, however, that if the Company institutes a Company-wide reduction in salaries, bonuses and benefits for other executive management team members, such reduction shall not be deemed material for this definition. Notwithstanding the foregoing, your resignation shall not constitute a resignation for Good Reason unless (X) you provide advance written notice of such resignation to the Company within sixty (60) days of the initial occurrence of the event or action giving rise to Good Reason, (Y) such written notice specifies that your resignation is effective not less than thirty (30) days, nor more than sixty (60) days, after the date of the written notice, and (Z) the Company fails to remedy the basis for Good Reason prior to the date of resignation specified in the written notice.