For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.
Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A.
Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Companys incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Companys securities immediately before such transaction.
2.5 Change in Control Period has the meaning set forth in the Participants Participation Agreement or, if no definition is set forth therein, means the time period beginning on the date of a Change in Control and ending on the date that is 12 months following a Change in Control.
2.6 CIC Qualifying Termination means a termination of a Participants employment with the Company (or any parent or subsidiary of the Company) within the Change in Control Period by (i) the Participant for Good Reason, or (ii) the Company (or any parent or subsidiary of the Company) without Cause (excluding by reason of the Participants death or Disability).
2.7 Code means the Internal Revenue Code of 1986, as amended.
2.8 Company means Tenaya Therapeutics, Inc., a Delaware corporation, and any successor that assumes the obligations of the Company under the Plan, by way of merger, acquisition, consolidation or other transaction.
2.9 Compensation Committee means the Compensation Committee of the Board.
2.10 Director means a member of the Board.
2.11 Disability means Disability as defined in the Companys long-term disability plan or policy then in effect with respect to that Participant, as such plan or policy may be in effect from time to time, and, if there is no such plan or policy, a total and permanent disability as defined in Code Section 22(e)(3).
2.12 Equity Awards means a Participants outstanding stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance stock units and any other Company equity compensation awards.
2.13 ERISA means the Employee Retirement Income Security Act of 1974, as amended.