representative) will be given written notice of the reason for the delay. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Policy on which the denial is based. The notice will also include a statement that the claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents and other information relevant to the claim and a statement regarding the claimants right to bring an action under Section 502(a) of ERISA.
Successors: Any successor to the Company of all or substantially all of the Companys business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or other transaction) will assume the obligations under the Policy and agree expressly to perform the obligations under the Policy in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under the Policy, the term Company will include any successor to the Companys business and/or assets which becomes bound by the terms of the Policy by operation of law, or otherwise.
Applicable Law: The provisions of the Policy will be construed, administered, and enforced in accordance with ERISA and, to the extent applicable, the internal substantive laws of the state of California (but not its conflict of laws provisions).
Definitions: Unless otherwise defined in an Eligible Employees Participation Agreement, the following terms will have the following meanings for purposes of this Policy and the Eligible Employees Participation Agreement:
Base Salary means the Eligible Employees annual base salary as in effect immediately prior to his or her Qualified Termination (if such Qualified Termination is due to a resignation for Good Reason based on a material reduction in base salary, then the Eligible Employees annual base salary in effect immediately prior to such reduction) or, if such Qualified Termination occurs following a Change in Control, and such amount is greater, at the level in effect immediately prior to the Change in Control.
Board means the Board of Directors of the Company.
Cause means the occurrence of any of the following: (a) the Eligible Employees engaging in illegal conduct that is determined by the Committee to be materially injurious to the Company or any of its subsidiaries; (b) the Eligible Employees violation of a U.S. federal or state law or regulation or a law or regulation of any other jurisdiction applicable to the Companys business which violation was or is reasonably likely to be injurious to the Company or any of its subsidiaries; (c) the Eligible Employees material breach of the terms of any confidentiality agreement or invention assignment agreement between the Eligible Employee and the Company or any of its subsidiaries, as determined in good faith by the Committee; (d) the Eligible Employees conviction for, or entry of a plea of nolo contendere to, a felony involving any act of moral turpitude, dishonesty, fraud against, or the misappropriation of material property belonging to, the Company or any of its subsidiaries; (e) the Eligible Employees gross negligence or willful misconduct in the performance of his or her duties to