1.17 Effective Date shall have the meaning set forth in Section 2 hereof.
1.18 Employee means an individual who is an employee of the Company or any of its subsidiaries.
1.19 Equity Award means a Company equity-based award that vests solely based on the passage of time granted under any equity-based award plan of the Company, including, but not limited to, the Companys 2021 Incentive Award Plan, as may be amended from time to time.
1.20 ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.
1.21 Excise Tax shall have the meaning set forth in Section 7.1 hereof.
1.22 Good Reason means the occurrence of any one or more of the following events without the Participants prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) as provided below:
(a) a material diminution in the Participants position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, excluding for this purpose any isolated, insubstantial or inadvertent actions not taken in bad faith and which are remedied by the Company promptly after receipt of notice thereof given by the Participant;
(b) a material change in the geographic location at which the Participant performs his or her principal duties for the Company to a new location that is more than 30 miles from the location at which the Participant performs his or her principal duties for the Company as of the date on which the Participant first becomes a Participant in the Plan; or
(c) any material reduction in Base Compensation.
Notwithstanding the foregoing, the Participant will not be deemed to have resigned for Good Reason unless (1) the Participant provides written notice to the Company setting forth in reasonable detail the facts and circumstances claimed by the Participant to constitute Good Reason within 90 days after the date of the occurrence of any event that the Participant knows or should reasonably have known to constitute Good Reason; (2) the Company fails to cure such acts or omissions within 30 days following its receipt of such notice; and (3) the effective date of the Participants termination for Good Reason occurs no later than 60 days after the expiration of the Companys cure period. With respect to the foregoing definition, the term Company will be interpreted to include any subsidiary, parent, affiliate, or any successor thereto, if appropriate.
1.23 Incentive Compensation Severance means the portion of a Participants Cash Severance that is based on the Participants Target Incentive Compensation, determined in accordance with Exhibit B attached hereto. For the avoidance of doubt, Incentive Compensation Severance shall not include a Participants Pro-Rata Target Bonus, if any.
1.24 Independent Advisors shall have the meaning set forth in Section 7.2 hereof.
1.25 Participant means each Employee who is selected by the Administrator to participate in the Plan and is provided with (and, if applicable, countersigns) a Participation Notice in accordance with the Plan, other than any Employee who, at the time of his or her termination of employment, is covered by a plan or agreement with the Company or a subsidiary that provides for cash severance or termination benefits that explicitly supersedes and/or replaces the payments and benefits provided under this Plan. For the avoidance of doubt, retention bonus payments, change in control bonus payments and other similar cash payments shall not constitute cash severance for purposes of this definition. Notwithstanding anything in this Plan to the contrary, each of the Chief Executive Officer, the Chief Operating Officer, and the Chief Financial Officer of the Company shall be a Tier 1 Participant in the Plan.