of any of its obligations under any material written agreement or covenant with you. Before resigning under clause (2), you must first provide written notice to the Company of the acts or omissions constituting the grounds for resignation under clause (2) within ninety (90) days of the initial existence of such event(s) and a reasonable cure period of not less than thirty (30) days following the date of such notice.
(ii) For purposes of the preceding paragraph only, Cause means your: (1) willful failure to perform your duties and responsibilities to the Company (or a successor, if appropriate); (2) commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct; (3) material unauthorized use or disclosure of any proprietary information or trade secrets of the Company (or a successor, if appropriate) or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company (or a successor, if appropriate); or (4) material breach of any of your obligations under any material written agreement or covenant with the Company (or a successor, if appropriate).
(f) Acceleration if not Assumed. If, in connection with a combination transaction (as such term is defined in the Stock Plan), any equity compensation award (including shares subject to the RSUs) that is held by you immediately before such combination transaction is not assumed, converted, replaced or substituted by the successor corporation in accordance with Section 17.1 of the Stock Plan, such award shall accelerate so that all shares underlying such award shall become fully vested with respect to the Time Based Vesting requirement as of immediately prior to the effective date of the combination transaction, and provided, however, that no restricted stock units shall fully vest unless the Liquidity Event Vesting requirement has also been met and provided further that the Liquidity Event occurs before the expiration date for the RSUs or any other award of restricted stock units, as applicable.
(g) PTO and Employee Benefits. Exempt team members at Lyft are provided with unlimited Paid Time Off (PTO). This means the Company will not track the amount of time you take off, and you can take as much time as you need, subject to managerial approval, as long as doing so does not interfere with your work. During your Employment, you shall be eligible to participate in the employee benefit plans maintained by the Company and generally available to similarly situated employees of the Company, subject in each case to the generally applicable terms and conditions of the plan in question and to the determinations of any person or committee administering such plans. Benefits will be available on your Start Date, and include health, dental and vision insurance. The Company also provides a commute benefit, but please note that, unlike your health, dental, and vision benefits, all or a portion of your commute benefit may not begin until a month or more after your Start Date.
3. Business Expenses/Attorneys Fees. The Company will reimburse you for your necessary and reasonable business expenses incurred in connection with your duties hereunder upon presentation of an itemized account and appropriate supporting documentation, all in accordance with the Companys generally applicable policies. The Company will reimburse you for your reasonable attorneys fees and costs incurred by you in connection with the review and negotiation of this agreement, in an amount not to exceed $5,000.