(e) Change of Control shall have the meaning set forth in the Companys 2018 Equity Incentive Plan (the Equity Plan); provided that such Change of Control is also a change in control event within the meaning of Section 409A of the Code.
(f) Change of Control Date means, with respect to a Change of Control, the date of consummation of such Change of Control.
(g) Change of Control Period means (i) with respect to an Eligible Executive employed by the Company at the level of executive-level manager or higher (a C-Level Eligible Executive), the period of time commencing 3 months prior to the Change of Control Date and ending 12 months after the Change of Control Date; and (ii) with respect to any other Eligible Executive, the period of time commencing on the Change of Control Date and ending 12 months thereafter.
(h) Code means the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.
(i) Company means Talaris Therapeutics, Inc., or, from and after a Change of Control, the successor to the Company in any such Change of Control.
(j) Continuing Obligations means an Eligible Executives obligations to the Company pursuant to the Eligible Executives Confidential Information, Inventions Assignment, and Restrictive Covenant Agreement and/or any other agreement relating to confidentiality, assignment of inventions, or other restrictive covenants (each such agreement, including, without limitation, the Confidential Information, Inventions Assignment, and Restrictive Covenant Agreement, a Restrictive Covenant Agreement).
(k) Date of Termination means, with respect to an Eligible Executive, the effective date of termination of the Eligible Executives employment with the Company and all of its Subsidiaries.
(l) Disability shall have the meaning set forth in the Equity Plan.
(m) Eligible Executive means a United States employee of the Company or any of its Subsidiaries at the level of Vice President or above at the time of the Date of Termination (or, if applicable, at the time of a Change of Control). Notwithstanding anything to the contrary herein, if an Eligible Executive is party to an employment or letter agreement with the Company (collectively, Employment Agreement) that, as of the Effective Date of this Policy, contains a more favorable definition of a defined term in this Policy or provides for more favorable terms or provisions than provided under this Plan, then the more favorable definition, term or provision, or relevant combination thereof, shall be applicable for the benefit of the Eligible Executive; provided, however, that in no event shall there be duplication of payments or benefits under this Plan and the Employment Agreement.
(n) Good Reason means:
(i) with respect to any C-Level Eligible Executive either during or outside of the Change of Control Period, the occurrence of one or more of the following, without