(v) the Covered Executives continuing failure to perform assigned duties after receiving written notification of the failure from the Company and, if curable, a period of thirty (30) days to cure such failure;
(vi) the conviction of, indictment for or plea of nolo contendere by the Covered Executive to a felony or a crime involving moral turpitude; or
(vii) the Covered Executives failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested the Covered Executives cooperation.
(e) Change in Control shall mean a Sale Event, as defined in the Graphite Bio, Inc. 2021 Stock Option and Incentive Plan, as amended from time to time.
(f) Change in Control Period shall mean the period beginning on the date of a Change in Control and ending on the one-year anniversary of the Change in Control.
(g) Code shall mean the Internal Revenue Code of 1986, as amended.
(h) Covered Executives shall mean Tier 1 Executive and those other employees designated by the Administrator in its sole discretion as the Tier 2 Executives and Tier 3 Executives, and, in each case, who meet the eligibility requirements set forth in Section 4 of the Plan.
(i) Date of Termination shall mean the date that a Covered Executives employment with the Company (or any successor) ends, which date shall be specified in the Notice of Termination. Notwithstanding the foregoing, a Covered Executives employment shall not be deemed to have been terminated solely as a result of the Covered Executive becoming an employee of any direct or indirect successor to the business or assets of the Company.
(j) Disability shall mean the following: if through any illness, injury, accident or condition of either a physical or psychological nature, the Covered Executive becomes unable to perform substantially all of his duties and responsibilities for a continuous period of sixteen (16) consecutive weeks or for any twenty-six (26) weeks within a fifty-two (52) week period. Determinations as to whether Covered Executive is Disabled shall be made by a physician selected by the Board or its insurers and acceptable to the Covered Executive or the Covered Executives legal representative, such agreement as to acceptability not to be unreasonably withheld or delayed.
(k) Good Reason shall mean that the Covered Executive has complied with the Good Reason Process following the occurrence of any of the following events:
(i) a material diminution in the Covered Executives annual base salary other than across the board decreases in annual base salary similarly affecting all executives of the Company;
(ii) the Company requiring the Covered Executive to relocate (other than for travel incident to the Covered Executives performance of his or her duties on behalf of the Company), without the Covered Executives consent, a distance of more than fifty (50) miles from the Covered Executives current principal place of business; or
(iii) any material diminution in the Covered Executives position, responsibilities, authority or duties.