The following terms are used in Sections 6 and 7 of the offer letter to which this appendix is appended; Executive refers to Georgia Erbez.
l) Cause means any of:
(a) Executives conviction of, or plea of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude; or b) a good faith finding by the Company that the Executive has (i) engaged in dishonesty, willful misconduct or gross negligence with respect to his employment duties, (ii) breached or threatened to breach the terms of any restrictive covenants or confidentiality agreement or any similar agreement with the Company or any prior employers, (iii) violated Company policies or procedures, and/or (iv) failed to perform his assigned duties to the Companys satisfaction following notice of such failure by the Company and a period of 15 days to cure and failure to cure such violation.
2) Good Reason means the occurrence, without the Executives prior written consent, of any of the following events:
(i) a material reduction in the Executives authority, duties, or responsibilities; (ii) the relocation of the principal place at which the Executive provides services to the Company (which is currently South San Francisco, California) by at least 50 miles and to a location such that his daily commuting distance is increased; or (iii) a material reduction of the Executives base salary (other than in connection with, and in an amount substantially proportionate to, reductions made by the Company to the base salaries of other similarly-situated employees).
No resignation will be treated as a resignation for Good Reason unless (x) the Executive has given written notice to the Company of his intention to terminate his employment for Good Reason, describing the grounds for such action, no later than 90 days after the first occurrence of such circumstances, (y) the Executive has provided the Company with at least 30 days in which to cure the circumstances, and (z) if the Company is not successful in curing the circumstances, the Executive ends his employment within 30 days following the cure period in (y).
3) Change in Control means any of the following:
(i) the acquisition by an individual, entity or group (within the meaning of Section or 14(d)(2) of the Securities Exchange Act of 1934 (the Exchange Act) (a Person) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of either (x) the then-outstanding shares of common stock of the Company (the