Units that continue to vest under Section 3(e)(ii) shall have their Restrictions lapse and shall immediately vest if a Qualifying Termination occurs within twenty-four (24) months after the effective date of a Change in Control. A “Qualifying Termination” shall mean # the termination of the Employee’s employment by the Company without “Cause” or # a resignation by the Employee for “Good Reason”, in the case of (a) and (b) as each such term is defined in any employment or change in control agreement between the Employee and the Company that existed immediately prior to the Change in Control (“CIC Agreement”), or, if the Employee was not a party to a CIC Agreement or an employment agreement, a termination without Cause or a resignation for Good Reason, as defined in any Change in Control Severance Plan in effect immediately prior to the Change in Control.