(ii) Definition of Good Reason. For purposes of this Agreement, Good Reason shall mean your resignation from employment with the Company if any of the following actions are taken by the Company without your prior written consent:
(A) a material reduction in your base salary, unless pursuant to a salary reduction program applicable generally to the Companys similarly situated employees;
(B) a material reduction in your duties (including responsibilities and/or authorities);
(C) relocation of your principal place of employment to a place that increases your one-way commute by more than fifty (50) miles as compared to your then-current principal place of employment immediately prior to such relocation;
(D) any other action or inaction that constitutes a material breach by the Company of this Agreement or any agreement under which you provide services; or
(E) a material reduction in the authority, duties, or responsibilities of the supervisor to whom you are required to report.
Provided, however that, such termination by you shall only be deemed for Good Reason pursuant to the foregoing definition if (i) the Company is given written notice from you within sixty (60) days following the first occurrence of the condition that you consider to constitute Good Reason describing the condition and the Company fails to satisfactorily remedy such condition within thirty (30) days following such written notice, and (ii) you terminate employment within ninety (90) days following the end of the period within which the Company was entitled to remedy the condition constituting Good Reason but failed to do so.
(iii) Definition of Change of Control. For purposes of this Agreement, Change of Control shall have the same meaning as Company Transaction (as defined in the Plan); provided, however, that effective upon the date on which the Companys Registration Statement on Form S-1 filed with respect to the IPO becomes effective, Change of Control shall have the meaning given to such term in the Companys 2020 Incentive Award Plan adopted in connection with the IPO. Notwithstanding the foregoing, if a Change of Control would give rise to a payment or settlement event with respect to any payment or benefit that constitutes nonqualified deferred compensation, the transaction or event constituting the Change of Control must also constitute a change in control event (as defined in Treasury Regulation Section 1.409A-3(i)(5)) in order to give rise to the payment or settlement event for such payment or benefit, to the extent required by Section 409A.
(iv) Definition of Stock Awards. For purposes of this Agreement, Stock Awards shall mean all stock options, restricted stock and such other awards granted pursuant to the Companys stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof.
8. Section 409A. It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-