the Company will reimburse your actual travel and lodging expenses in the Seattle area that you incur prior to your relocation for a peroid of up to six (6) months and up to a maximum of$40,000. All amounts set forth in this Section 3(d) for which the Company is requried to make withholdings, shall have such amounts withheld, as applicable.
e) Severance. If at any time you are terminated without Cause or you resign with Good Reason, upon the date that a Release is no longer revocable by you, the Company will pay you twelve (12) months of your then current base salary.
As used herein, Cause means: (i) any willful, material violation by you of any law or regulation applicable to the business of the Company (or any successor, subsidiary, parent or affiliate of the Company), (ii) your conviction for, or guilty or nolo contendere plea to, anyfelony or any willful perpetration by you of a common law fraud, (iii) your commission of an act of personal dishonesty which involves personal profit in connection with the Company (or any successor, subsidiary, parent or affiliate of the Company) or any other entity having a material business relationship with the Company, (iv) a repeated pattern of unexcused absences thatcauses substantial failure by you to perform the material duties as a director, officer, employee or consultant of the Company, (v) any continued failure or refusal by you to perform the material, lawful, duties required of you in your capacity as a director, officer, employee or consultant ofthe Company (or any successor, subsidiary, parent or affiliate of the Company if you are then primarily employed by such entity) or (vi) a material breach of any applicable invention assignment and/or confidentiality agreement or similar agreement that materially damages the Company (or any successor, subsidiary, parent or affiliate of the Company); provided, however, that as to subsections (i), (iii), (iv), (v) and (vi), Cause shall not exist unless the Company hasfirst provided you with written notice of the claimed grounds for Cause and a reasonable opportunity of not less than thirty (30) days to cure, if curable, the claimed grounds. Theforegoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss you for any acts of omissions, but such other acts or omissions shall not, for purpose of this Agreement, constitute grounds for termination for Cause.
As used herein, Good Reason means (i) the assignment to you of duties, or limitationof your responsibilities, materially and repeatedly inconsistent with your position, duties, responsibilities and status with the Company, (ii) a material reduction by the Company of your annual base salary, unless such reduction affects all officers of the Company, or (iii) therelocation of your principal place of employment to a location that is more than fifty (50) miles from your then current principal place of employment (after your relocation to the Seattle area); provided however, that in order for circumstances to provide Good Reason for your resignation, the following additional conditions must be satisfied also: (A) you resign within sixty (60) days after the initial occurrence of the circumstance giving rise to Good Reason; (B) you providenotice to the Company of the circumstance giving rise to Good Reason within thirty (30) daysafter the initial existence of such circumstance; and (C) the Company has a thirty (30) day period in which to cure such circumstance, if it is capable of being cured, and upon any such cure, you shall not be considered to have Good Reason to resign.
f) Benefits. You will be eligible to participate in regular health insurance, vacation, and other employee benefit plans established by the Company for its employees from