For purposes of this Policy, Cause shall mean (i) the employees dishonest statements or acts with respect to the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business, including without limitation, the employee engaging in misappropriation of funds or financial accounting improprieties; (ii) the employees commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) the employees continued non-performance of his or her duties to the Company which has continued for thirty (30) or more days following written notice of such non-performance by the Company; (iv) the employees material violation of the Companys Code of Business Conduct and Ethics or of any of the Companys other written employment, compliance or other policies as in effect from time to time; (v) the employees material violation of any provision of any agreement(s) between the employee and the Company relating to noncompetition, nonsolicitation, confidentiality, nondisclosure and/or assignment of inventions; or (vi) the employees failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.
For purposes of this Policy, Good Reason shall mean that the employee followed the Good Reason Process following the occurrence of (a) a material diminution in the employees job responsibilities (provided that a change in the employees job title or reporting relationship shall not be deemed a material diminution in the employees job responsibilities), (b) a material diminution in the employees base salary or (c) the relocation of the employees principal place of business to a location that is more than twenty-five (25) miles from the employees then-current location of employment. Good Reason Process shall mean that (i) the employee reasonably determines in good faith that a Good Reason condition has occurred; (ii) the employee notifies the Company (or its successor) in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the employee cooperates in good faith with the Companys (or its successors) efforts, for a period not less than 30 days following such notice (the Cure Period), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the employee terminates his employment within 60 days after the end of the Cure Period. If the Company or its successor cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
For purposes of this Policy, Target Incentive Bonus shall mean the greater of (i) the target bonus in effect immediately prior to the date of termination or (ii) the target bonus in effect immediately prior to the Sale Event, as applicable.
This Policy shall be administered by the Company, and the Company shall have the power and authority to interpret the terms and provisions of this Policy, to make all determinations it deems advisable for the administration of this Policy, to decide all disputes arising in connection with this Policy and to otherwise supervise administration of this Policy. The Company retains the right to amend, revise, change or end this Policy at any point in the future; provided that this Policy may not be amended or terminated during the period commencing on the date that it enters into a definitive agreement that if consummated, would result in a Sale Event and ending on the earlier of (i) one (1) year after a Sale Event and (ii) the termination of the definitive agreement without the consummation of a Sale Event. This Policy does not change the at-will employment status of any employee.