(i) Change of Control means: (i) any Person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the Beneficial Owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Companys then outstanding voting securities (excluding for this purpose any such voting securities held by the Company or its Affiliates or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions other than a bona fide financing; or (ii) a merger or consolidation of the Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (iii) the sale or disposition by the Company of all or substantially all of the Companys assets in a transaction or series of related transactions. Change of Control will be interpreted, if applicable, in a manner, and limited to the extent necessary, so that it will not cause adverse tax consequences under Section 409A of the Code.
(ii) Cause means any one or more of the following actions: (i) your material breach of the terms of this Offer Letter or your Confidentiality Agreement which is not cured within thirty (30) days of your written notice specifying in reasonable detail the facts and circumstances regarding the alleged breach; (ii) your grossly negligent, malfeasant, dishonest or reckless conduct in the performance of your duties that causes material harm to the Company; (iii) your commission of an act of fraud, theft, misappropriation or embezzlement in the performance of your duties; or (iv) your conviction, or pleading nolo contendere, to a felony or any crime involving moral turpitude.
(iii) Good Reason Event means the occurrence of any of the following actions undertaken by the Company without your express prior written consent, provided that you have complied with the Good Reason Process (hereinafter defined) following same: (i) a material diminution in your, responsibilities, authority or function; or (ii) a reduction in your base salary (other than reductions in salaries generally for employees of executives of the Company; or (iii) a requirement by the Company that you relocate your principal location of employment to a location that is more than forty (40) miles from your primary work location; (iii) a material breach by the Company of this Offer Letter or the Option Agreement or any other agreements referenced herein; .. Good Reason Process means that (1) you have reasonably determined in good faith that a Good Reason Event has occurred; (2) you have notified the Company in writing of the first occurrence of the Good Reason condition within ninety (90) days of the first occurrence of such condition; (3) the Company has failed to cure the Good Reason Event within thirty (30) days following such notice (the Cure Period), provided that you have cooperated in good faith with the Companys efforts to remedy the condition; (4) you terminate your employment within thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason will be deemed not to have occurred.
4. Confidentiality and Other Obligations. As part of your employment with the Company, you will be exposed to and provided with valuable confidential and trade secret information concerning the Company. As a result, in order to protect the Companys legitimate business interests, you agree, as a condition of your employment, to enter into the enclosed Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment of Inventions Agreement (the Confidentiality Agreement). You must sign and return the Confidentiality Agreement before beginning your employment with the Company.
5. Certifications by You. By signing this Offer Letter, you are certifying to the Company that: (a) your employment with the Company does not, and will not, require you to breach any agreement entered into by you prior to employment with the Company (i.e., you have not entered into any agreements