Change in Control shall have the same meaning as Change in Control as defined in the Companys 2017 Equity Incentive Plan; provided, however, that effective upon the date of the IPO, Change in Control shall have the meaning given to such term in the Companys 2021 Incentive Award Plan adopted in connection with the IPO. Notwithstanding the foregoing, if a Change in Control would give rise to a payment or settlement event with respect to any payment or benefit that constitutes nonqualified deferred compensation, the transaction or event constituting the Change in Control must also constitute a change in control event (as defined in Treasury Regulation Section 1.409A-3(i)(5)) in order to give rise to the payment or settlement event for such payment or benefit, to the extent required by Section 409A.
Disability is defined as your inability, due to physical or mental illness or disease, to perform the functions then performed by you for 180 consecutive days, accompanied by the likelihood, in the opinion of a physician chosen by the Company and reasonably acceptable to you, that you will be unable to perform such functions within the reasonably foreseeable future.
Good Reason is defined as a resignation that occurs following the occurrence of any of the following without your written consent: (i) a material change in the geographic location at which you must perform your duties (and you and the Company agree that a relocation of the geographic location at which you must perform your duties to a location outside a 35-mile radius of your principal place of employment prior to such relocation shall be considered material for this purpose); (ii) a material reduction in your base compensation or Target Bonus; (iii) any action or inaction that constitutes a material breach of this Agreement by the Company; or (iv) a material reduction in your authority, duties or responsibilities (including a requirement to report to any person or entity other than the President and Chief Executive Officer of the Company, or following a Change in Control, the chief executive officer of the ultimate parent company of the surviving entity in such Change in Control that has at least one class of publicly traded securities listed on a national stock exchange). You must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without your written consent within 30 days of the occurrence of such event. The Company or any successor or affiliate shall have a period of 30 days to cure such event or condition after receipt of written notice of such event from you. Your termination of employment by reason of resignation from employment with the Company for Good Reason must occur within 30 days following the expiration of the foregoing 30-day cure period.
The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance
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