dissolution of the Company, provided that, in each cases (i)-(iii) of this definition, a transaction or series of transactions shall only constitute a Change of Control if it also satisfies the requirements of a change in control under U.S. Treasury Regulation 1.409A-3(i)(5)(v), 1.409A-3(i)(5)(vi), or 1.409A-3(i)(5)(vii).
“Code” means the Internal Revenue Code of 1986, as amended.
“Vesting Commencement Date” means the date used to measure the beginning of the vesting period for an Equity Award, as specified in Section 4.4(b).
“Company Business” means the business of gene therapy, particularly to treat rare CNS diseases.
“Conflict of Interest” has the meaning set forth in Section 5.3.
“Date of Termination” means the date that is Ms. Quigley’s last day of employment at the Company.
“Disability” means a physical or mental disability, whether total or partial, as defined by the Company’s Long-Term Disability Plan, as in effect from time to time, and in accordance with applicable law.
“Employment Start Date” means the first day of Ms. Quigley’s employment with the Company, which is acknowledged to be November 12, 2018.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Good Reason” means any of the following taken without Ms. Quigley’s written consent and provided (a) the Company receives, within ninety (90) days following the initial date on which Ms. Quigley knows of the occurrence of any of the events set forth in clauses (i) through (iv) below, written notice from Ms. Quigley specifying the specific basis for Ms. Quigley’s belief that she is entitled to terminate employment for Good Reason, (b) the Company fails to cure the event constituting Good Reason within thirty (30) days after receipt of such written notice thereof, and (c) Ms. Quigley terminates employment within thirty (30) days following expiration of such cure period: (i) a material reduction of Ms. Quigley’s title, position, responsibilities, authority or duties to a level materially less than the title, position, responsibilities, authorities or duties Ms. Quigley occupied or possessed, on the date immediately preceding such reduction, including any change in reporting relationships that results in Mr. Quigley reporting to anyone other than the CEO of the Company (or following a Change of Control, the CEO of the Company’s ultimate parent entity); (ii) a material reduction in Ms. Quigley’s Annual Salary or target bonus opportunity; (iii) the Company’s requiring Ms. Quigley’s to be based at any office or location more than fifteen (15) miles from 2 Commerce Square, Philadelphia, Pennsylvania; or (iv) the Company’s material breach of any provision of this Agreement.
“Omnibus Plan” means the Company’s shareholder approved incentive plan or plans, which may include long-term equity-based compensation plans, short-term performance-