For purposes of this Section 2, Good Reason means the occurrence of any of the following:
(A) a material reduction of your duties, authorities, or responsibilities relative to your duties, authorities, or responsibilities in effect immediately prior to the reduction, or a material change in the position to whom you report provided that such position is not eliminated or that you have not failed to meet performance criteria as described in prong (C) of the above-definition of Cause;
(B) a reduction in your rate of annual base salary or bonus opportunity by more than 20%; provided, however, that, a reduction of annual base salary and/or bonus opportunity that also applies to substantially all other similarly situated employees of the Company will not constitute Good Reason;
(C) the failure of any successor in interest of the Company to assume all of the obligations of the Company under this letter agreement; or
(D) a material change in the geographic location of your primary work facility or location by more than 50 miles; provided, that a relocation to a location that is within 50 miles from your then-present primary residence will not be considered a material change in geographic location.
Notwithstanding the foregoing, you will not be deemed to have resigned for Good Reason unless (1) you provide the Company with written notice setting forth in reasonable detail the facts and circumstances claimed by you to constitute Good Reason within thirty (30) days after the date of the occurrence of any event that you know or should reasonably have known to constitute Good Reason, (2) the Company fails to cure such acts or omissions within thirty (30) days following its receipt of such notice, and (3) the effective date of your termination for Good Reason occurs no later than thirty (30) days after the expiration of the Companys cure period.
3. Employee Benefits. You will continue to be eligible to participate in a number of Company- sponsored benefits to the extent that you comply with the eligibility requirements of each such benefit plan. The Company, in its sole discretion, may amend, suspend or terminate its employee benefits at any time, with or without notice. In addition, you will be entitled to paid vacation in accordance with the Companys vacation policy, as in effect from time to time.
4. Termination Benefits. You will continue to be eligible to receive change in control and severance payments and benefits under the Change in Control and Severance Agreement (the Severance Agreement) between you and the Company, dated March 12, 2021, attached to this offer letter as Exhibit A. In no event shall you receive cash severance benefits under more than one of: (x) this letter agreement, (y) the Severance Agreement, and (z) any other vesting acceleration arrangement, severance pay or salary continuation program, plan or other arrangement with the Company and, accordingly, to the extent you receive benefits under this letter agreement or any other acceleration or severance arrangement that are better than the benefits under the Severance Agreement, you will not receive the corresponding benefit(s) under the Severance Agreement.
5. Confidentiality Agreement. By signing this letter agreement, you reaffirm the terms and conditions of the Employee Proprietary Information, Inventions and Arbitration Agreement by and between you and the Company.
6. No Conflicting Obligations. You understand and agree that by signing this letter agreement, you represent to the Company that your performance will not breach any other agreement to which you are a