conduct continues after the Board has provided you with written notice thereof and 30 days opportunity to cure the same, except that the Board is not obligated to provide such written notice and opportunity to cure if the action or conduct is not susceptible to cure.
The determination that a termination is for Cause shall be made in good faith by the Board in its sole discretion.
(b) Definition of Change of Control. Change of Control shall mean the consummation of any one of the following events:
(i) a sale, lease, exclusive license or other disposition of all of substantially all of the assets of the Company;
(ii) a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the shareholders of the Company immediately prior to such consolidation, merger or reorganization, own less than fifty percent (50%) of the Companys outstanding voting power of the surviving entity following the consolidation, merger or reorganization; or
(iii) any transaction (or series of related transactions involving a person or entity, or a group of affiliated persons or entities) in which in excess of fifty percent (50%) of the Companys then- outstanding voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of the Company and excluding any such change of voting power resulting from a bona fide equity financing event or public offering of the stock of the Company.
(c) Definition of Good Reason. A resignation for Good Reason shall mean a resignation of your employment within ninety (90) days after the occurrence of any of the following events which is not corrected within thirty (30) days after the Company (or any successor thereto) receives written notice from you that any of the following events have occurred and that you assert that grounds for a resignation for Good Reason exist as a result of:
(i) without your written consent, a material diminution of your title, duties, position or responsibilities as indicated herein; provided, however, a mere change in title or reporting relationship following a Change of Control will not by itself constitute Good Reason for your resignation;
(ii) without your written consent, a reduction by the Company in your base salary or bonus opportunity as in effect immediately prior to such reduction by more than 10% (unless such reduction is made pursuant to an across the board reduction of no more than fifteen percent (15%) applicable to all senior executives of the Company);
(iii) the Company Groups material violation of any contract or agreement between you and the Company Group, including, without limitation, the material breach of any provision of this Agreement by the Company; or
(iv) without your written consent, any relocation of your principal place of employment to a location more than fifty (50) miles from your principal place of employment as of the date hereof.
Sierra Oncology, Inc. Offer Letter - 8