written notice to the Company of such event within thirty (30) days after the occurrence thereof, the Company fails to cure such event to your reasonable satisfaction within thirty (30) days after receipt of such notice, and you resign within thirty (30) days after the end of such cure period:
(i) a material diminution in your responsibilities, authority or duties without consent;
(ii) a material diminution in your base compensation; and/or
(iii) a material change in the geographic location of your primary work location without consent (excluding business travel generally required in the ordinary course of your role and responsibilities).
(g) Immediate Family shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include adoptive relationships.
(h) Optionee shall mean the person named in the Notice of Stock Option Grant.
(i) Plan shall mean the UiPath, Inc. 2018 Stock Plan, as in effect on the Date of Grant.
(j) Purchase Price shall mean the Exercise Price multiplied by the number of Shares with respect to which this option is being exercised.
(k) Requisite Parties shall mean both the Board of Directors and the Selling Holders.
(l) Right of First Refusal shall mean the Companys right of first refusal described in Section 7.
(m) Sale of the Company shall mean: (i) a transaction or series of related transactions in which a person, or a group of related persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company (a Stock Sale), (ii) a sale of all or substantially all of the assets of the Company or (iii) any other transaction that qualifies as a Liquidation Event as defined in the Certificate.
(n) Selling Holders shall mean the holders of a majority of the then-outstanding shares of Common Stock (voting together as a single class and on an as-converted basis).
(o) Service shall mean service as an Employee, Outside Director or Consultant.
(p) Transferee shall mean any person to whom the Optionee has directly or indirectly transferred any Share acquired under this Agreement.