(i)“Committee” means the Compensation Committee of the Board or another duly constituted committee of the Board designated by the Board as the Committee hereunder. (j)“
Company”
means Rain Oncology Inc. and its affiliated companies and subsidiaries, and following the Closing, shall include any successor.
(k)“
Disability” has the meaning set forth in the written employment, offer, or services
agreement or letter between the Participant and the Company or its affiliate or in the
Participation Agreement between the Participant and the Company, or if there is no such
agreement or no such term is defined in such
agreement, means the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment. A determination of Disability shall be made by the Committee on the basis of such medical evidence as the Committee deems warranted under the circumstances, and in this respect, Participants shall submit to an examination by a physician upon request by the Committee.
(l)“
Good Reason” has the meaning set forth in the written employment, offer, or services
agreement or letter between the Participant and the Company or its affiliate or in the
Participation Agreement between the Participant and the Company, or if there is no such
agreement or no such term is defined in such
agreement, means (i) a material diminution in the Participant’s title or duties with the Company or an affiliate; (ii) a material diminution in the Participant’s Base Pay; or (iii) a required relocation of the Participant’s principal place of employment by more than 25 miles. Notwithstanding the foregoing, any assertion by the Participant of a termination for Good Reason shall not be effective unless (A) the Participant provides written notice to the Company of the existence of one or more of the foregoing conditions within 30 days after the initial occurrence of such condition(s); (B) the condition(s) specified in such notice must remain uncorrected for 30 days following the Company’s receipt of such written notice; and (C) the date of the termination of the Participant’s employment must occur within 90 days after the initial occurrence of the condition(s) specified in such notice.
(m)“Severance Multiplier” means:
(i)for the President, Chief Financial Officer, Chief Scientific Officer, Chief Medical Officer or other “chief” positions (excluding the Chief Executive Officer), 0.75 in the event of a Qualifying Termination or 1.00 in the event of a CIC Qualifying Termination;
(ii)for any Executive Vice President or Senior Vice President, 0.75 in the event of a Qualifying Termination or 1.00 in the event of a CIC Qualifying Termination; and
(iii)for any Vice President, 0.25 in the event of a Qualifying Termination or 0.75 in the event of a CIC Qualifying Termination.
(n)“Severance Period” means:
(i)for President, Chief Financial Officer, Chief Scientific Officer, Chief Medical Officer or other “chief” positions (excluding the Chief Executive Officer), nine months for cash benefits and 12 months for COBRA benefits in the event of a Qualifying Termination or 12 months in the event of a CIC Qualifying Termination;