2.8. Compensation Committee means the Compensation Committee of the Board.
2.9. Covered Employee means an employee of the Company (i) with a title of Vice President or above, or (ii) if not covered by (i), has been designated by the Board to participate in the Plan, provided that in each case, such employee has timely and properly executed and delivered a Participation Agreement to the Company.
2.10. Covered Termination means a Covered Employees termination of the employment either (i) at any time, by the Company (or any parent or subsidiary of the Company) without Cause or (ii) during the Change in Control Period, by such Covered Employee for Good Reason.
2.11. Effective Date means _____________, 2021.
2.12. ERISA means the Employee Retirement Income Security Act of 1974, as amended.
2.13. Good Reason means the Covered Employees resignation from all positions the Covered Employee then holds with the Company (and all parents and subsidiaries of the Company) within 30 days following expiration of the cure period for the following events taken without the Covered Employees express written consent, provided that the Covered Employee has given the Board written notice of such event within 90 days after the first occurrence of such event setting forth the basis for the Covered Employees resignation and the Company has not reasonably cured such event within 30 days after the Boards receipt of such written notice:
(i) a material reduction in the Covered Employees duties or responsibilities, provided that neither (A) a change in title nor (B) a change in the Covered Employees reporting relationships, in either case, by virtue of the Company being acquired or made part of a larger entity will be deemed a material reduction in and of itself;
(ii) a material reduction in the Covered Employees base salary, unless such reduction is made in connection with a similar action affecting all senior executives of the Company; or
(iii) a relocation of the Covered Employees principal place of employment to a place that increases the Covered Employees one-way commute by more than 50 miles as compared to the Covered Employees then-current principal place of employment immediately prior to such relocation.
2.14. Participation Agreement means the individual agreement (as will be provided in separate cover as Appendix A) provided by the Administrator to a Covered Employee under the Plan, which has been signed and accepted by the Covered Employee.
2.15. Severance Benefits means the compensation and other benefits the Covered Employee will be provided pursuant to either Section 4 or 5, as applicable.
2.16. Termination Date means the Covered Employees last day of employment with the Company.
2.17. Tier 1 Covered Employee means the Chief Executive Officer of the Company.
2.18. Tier 2 Covered Employee means a Covered Employee who is not the Chief Executive Officer of the Company.