A “qualifying termination of employment” shall occur if the Company involuntarily terminates the Employee without “Cause” or the Employee voluntarily terminates for “Good Reason”. For this purpose, “Cause” shall mean:

A “qualifying“Qualifying Termination” shall mean an involuntary termination of employment” shall occur if the Company involuntarily terminates theEmployee’s employment without Cause, or a termination of Employee’s employment by Employee without “Cause” or the Employee voluntarily terminates for “Good Reason”. For this purpose, “Cause” shall mean:Good Cause.

A “qualifying“Qualifying Termination” shall mean # an involuntary termination of employment” shall occur ifExecutive’s employment by the Company involuntarily terminates the Employee without “Cause”Cause, or the Employee voluntarily terminates# a termination of Executive’s employment by Executive for “Good Reason”. For this purpose, “Cause” shall mean:Good Cause.

A “qualifying“Qualifying Termination” means the termination of employment” shall occur ifExecutive’s employment by the Company involuntarily terminates the Employeeand its Subsidiaries without “Cause”Cause, or the Employee voluntarily terminatesby Executive for “Good Reason”. For this purpose, “Cause”Good Reason. It is intended that any Qualifying Termination shall mean:be a Separation from Service.

A “qualifying terminationTermination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall Terminate Employee’s employment Without Cause or Employee shall Terminate Employee’s employment for Good Reason, then in consideration of employment” shall occur if the Company involuntarily terminates the Employee without “Cause” or the Employee voluntarily terminates for “Good Reason”. For this purpose, “Cause” shall mean:Employee’s services rendered prior to such Termination;