The “Change of Control Date” shall mean the first date during the Change of Control Period (as defined in Section 1(b)) on which a Change of Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment # was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or # otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Date” shall mean the date immediately prior to the date of such termination of employment.

Change of Control Date. The term “Change of Control Date” shall mean the first date, on or following the Effective Date, on which a Change of Control of the Company occurs. Anything in this Agreement to the contrary notwithstanding, if # a Change of Control of the Company occurs on or following the Effective Date, whether or not during the initial or extended term of this Agreement, # the Executive’s employment with the Employer terminates on or after the Effective Date and within six months prior to the Change of Control of the Company and # it is reasonably demonstrated by the Executive that # any such termination of employment by the Employer # was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control of the Company or # otherwise arose in connection with or in anticipation of a Change of Control of the Company, or # any such termination of employment by the Executive took place within two years subsequent to the occurrence of an event or circumstance described in clause (A), (B), (C) or (D) of paragraph h.(ii) of this Section 1 (and otherwise in accordance with the conditions of said paragraph h.(ii)) which event # occurred at the request of a third party who has taken steps reasonably calculated to effect a Change of Control of the Company or # otherwise occurred in connection with or in anticipation of a Change of Control of the Company, then for all purposes of this Agreement the term “Change of Control” Date shall mean the day immediately prior to the date of such termination of employment.

The "Effective Date" shall mean the first date during the Change of Control Period (as defined in Section l(b)) on which a Change of Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive's employment with the Company or this Agreement is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment or of this Agreement # was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or # otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment or purported termination of this Agreement.

Notwithstanding anything contained in this Agreement to the contrary, if Executive’s employment is terminated prior to a Change in Control and Executive reasonably demonstrates that such termination was at the request of or in response to a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control, and who subsequently effectuates a Change in Control, then for all purposes of this Agreement, the date of a Change in Control shall mean the date immediately prior to the date of such termination of Executive’s employment.

“Effective Date” means the first date during the Change in Control Period on which a Change in Control occurs. Notwithstanding anything in this Agreement to the contrary, if # the Executive’s employment with the Company and/or an Affiliated Entity (as defined herein), is terminated, # the Date of Termination is prior to the date on which a Change in Control occurs, and # it is reasonably demonstrated by the Executive that such termination of employment # was at the request of a third party that has taken steps reasonably calculated to effect a Change in Control, or # otherwise arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement, the “Effective Date” means the date immediately prior to such Date of Termination.