(f) CIC Qualifying Termination means a termination of a Participants employment with the Company (or any parent or subsidiary of the Company) within the Change in Control Period by (i) the Participant for Good Reason, or (ii) the Company (or any parent or subsidiary of the Company) for a reason other than Cause, the Participants death or Disability.
(g) Code means the Internal Revenue Code of 1986, as amended.
(h) Company means AppLovin Corporation, a Delaware corporation, and any successor that assumes the obligations of the Company under the Plan, by way of merger, acquisition, consolidation or other transaction.
(i) Compensation Committee means the Compensation Committee of the Board.
(j) Director means a member of the Board.
(k) Disability means Disability as defined in the Companys long-term disability plan or policy then in effect with respect to that Participant, as such plan or policy may be in effect from time to time, and, if there is no such plan or policy, a total and permanent disability as defined in Code Section 22(e)(3).
(l) Equity Awards means a Participants outstanding stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance stock units and any other Company equity compensation awards.
(m) ERISA means the Employee Retirement Income Security Act of 1974, as amended.
(n) Good Reason has the meaning set forth in the Participants Participation Agreement or, if no definition is set forth, means the occurrence of one or more of the following (through a single action or series of actions), without the Participants written consent, with respect to Participant, provided that the Company receives, within thirty (30) days following the occurrence of any of the events set forth in clauses (i) or (ii) below, written notice from Participant indicating the specific basis for Participants belief that Participant are entitled to terminate employment for Good Reason, the Company fails to cure the event constituting Good Reason within thirty (30) days after receipt of such written notice thereof, and Participant terminates employment immediately following expiration of such cure period or the Companys written notice to Participant that it will decline to cure the condition: (i) a requirement by the Company that Participant regularly work out of an office location that increases Participants one-way commute by more than fifty (50) miles based on Participants primary residence at the time the relocation is announced; or (ii) material adverse change in authority, responsibilities or duties.
(o) Non-CIC Qualifying Termination means a termination of a Participants employment with the Company (or any parent or subsidiary of the Company) other than within the Change in Control Period by the Company (or any parent or subsidiary of the Company) for a reason other than Cause, the Participants death or Disability.