Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice; provided , however, that, for purposes of determining “Good Reason” under the Plan or this Agreement with respect to the Award, “Good Reason” shall have the meaning given to such term in the Plan, with the exception that Section 2.24(b) of the Plan shall be amended and replaced with the term “Good Reason” as defined in that certain SeaSpine Holdings Corporation Senior Leadership Retention and Severance Plan, effective January 27, 2016 (as such may be amended and/or restated from time to time).