(d) any other transaction in which the owners of the Companys outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of the transaction; provided, however, that Change of Control shall not include any financing transaction of the Company (whether public or private) that would otherwise be and/or trigger a Change of Control under (c) and/or (d) above.
Good Reason means that the Company has engaged in any of the following without your consent: (a) a Reduction in Duties (as defined below), (b) any material and adverse breach of this Agreement by the Company, (c) relocation of the Companys headquarters more than fifty (50) miles from its present location or your transfer to any location more than fifty (50) miles from the location of the current headquarters or (d) any material1 reduction in your base compensation, bonus target, or benefits (other than in connection with, and in an amount substantially proportionate to, reductions made by the Company to the base salaries, bonus targets, or benefits of the other executives); provided, that no such event shall constitute Good Reason unless (i) you provide written notice of such event to the Company within thirty (30) days of the occurrence of such event, (ii) the Company fails to cure such event within thirty (30) days following receipt of your written notice and (iii) you actually terminate employment within thirty (30) days following the cure period.
Reduction in Duties means: (i) prior to a Change of Control, a material reduction by the Company in your duties, position, title, or responsibilities; and (ii) after a Change of Control, a material reduction by the Company in your duties and responsibilities. For the avoidance of doubt, if Immunotolerance becomes a subsidiary, division or business unit as a result of a Change of Control and you are responsible for the leadership and/or management of that unit, this shall not be considered a Reduction in Duties. Moreover, if you receive a senior management position with the company that survives the Change of Control with responsibilities that are approximately commensurate with your responsibilities at Immunotolerance prior to the Change of Control, then this also shall not be considered a Reduction in Duties.
11. In connection with signing this Agreement, and as a condition of your continued employment with the Company, you agree to execute an Invention and Non-Disclosure Agreement and a Non-Competition and Non-Solicitation Agreement in the forms attached as Exhibit A and Exhibit B (collectively, the Restrictive Covenants Agreements), which address your responsibilities to the Company in connection with confidentiality, transfer and protection of intellectual property, noncompetition, and non-solicitation of employees and customers.
12. You represent that you are not bound by any employment contract, restrictive covenant or other restriction preventing (or that purports to prevent) you from entering into employment with or carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms of this letter.
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