Notwithstanding the definition of Change in Control Event set forth in this [Section 2.1(h)], if a Change in Control Event occurs and such event does not constitute a “change in ownership,” “change in effective control,” or “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code, such event shall not constitute a Benefit Distribution Date and shall not be treated as a triggering event for any payments otherwise scheduled to be made following a Change in Control Event.

Notwithstanding the definition of Change in Control Event set forth in this [Section 2.1(i)], if a Change in Control Event occurs and such event does not constitute a “change in ownership,” “change in effective control,” or “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code, such event shall not constitute a benefit commencement date and shall not be treated as a triggering event for any payments otherwise scheduled to be made following a Change in Control Event.

Notwithstanding the definition of Change in Control Event set forth in this [Section 2.1(h)], if a Change in Control Event occurs and such event does not constitute a “change in ownership,” “change in effective control,” or “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code, Employees shall vest in their Plan benefits as provided in Section 3.8, but such event shall not be treated as a Benefit Trigger.

Notwithstanding the preceding provisions, an event or series of events shall not constitute a Change of Control unless the event or series of events qualifies as a change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation within the meaning of Code Section 409A(a)(2)(A)(v).

Despite any other provision in this Section 6(c) to the contrary, an event shall not constitute a Change in Control if it does not constitute a change in the ownership or effective control, or in the ownership of a substantial portion of the assets of Employer within the meaning of [Section 409A(a)(2)(A)(v)] of the Code and its interpretive regulations.

Despite any other provision in this Section 6(c) to the contrary, an event shall not constitute a Change in Control if it does not constitute a change in the ownership or effective control, or in the ownership of a substantial portion of the assets of Employer or of Corporation within the meaning of [Section 409A(a)(2)(A)(v)] of the Code and its interpretive regulations.

Notwithstanding the foregoing provisions of this definition, a transaction will not be deemed a Change of Control unless the transaction qualifies as a change in control event within the meaning of [Section 409A].

Notwithstanding any other provision of this Section to the contrary, an occurrence shall not constitute a Change In Control if it does not constitute a change in the ownership or effective control of, or in the ownership of a substantial portion of the assets of, the Company, within the meaning of [Section 409A(a)(2)(A)(v)] of the Internal Revenue Code of 1986, as amended (the “Code”) and its interpretive regulations.

Notwithstanding the definition of Change in Control Event set forth in this Section 2.1 (e), if a Change in Control Event occurs and such event does not constitute a “change in ownership,”

Notwithstanding anything herein to the contrary, if a Change of Control constitutes a payment event with respect to any portion of an Award that provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in [clause (a), (b), (c) or (d)])])])] also must also constitute a “change in control event” within the meaning of Section 409A of the Code.