“Non-CIC Qualifying Termination” shall mean a Participant’s employment is terminated by the Company, or any acquirer or successor in interest thereof, without Cause outside of the Change in Control Period, provided such termination of employment constitutes a Separation from Service.

“CIC Qualifying Termination” shall mean a Participant’s employment is terminated by the Company, or any acquirer or successor in interest thereof, without Cause or by the Participant for Good Reason during the Change in Control Period, provided such termination of employment constitutes a Separation from Service.

“Qualified CIC Termination” shall mean # the Company’s or an Affiliate’s termination of Participant’s employment without Cause or Participant’s termination of employment for Good Reason, and # such termination occurs either # upon, or within two years after, the occurrence of a Change in Control of the Company, or # at the time of, or following, the entry by the Company into a definitive agreement or plan for a Change in Control of the nature set forth in Section 3(b)(ii), (iii), or (iv) (so long as such Change in Control occurs within six months after the effective date of such termination).

“Qualified CIC Termination” shall mean # the Company’s or an Affiliate’s termination of Participant’s employment without Cause or Participant’s termination of employment for Good Reason, and # such termination occurs either # upon, or within two years after, the occurrence of a Change in Control of the Company, or # at the time of, or following, the entry by the Company into a definitive agreement or plan for a Change in Control of the nature set forth in Section 3(a)(ii), (iii), or (iv) (so long as such Change in Control occurs within six months after the effective date of such termination).

“Qualified CIC Termination” shall mean # the Company’s termination of Participant’s employment without Cause (or Employee’s termination of employment for Good Reason), and # such termination occurs either # upon, or within two years after, the occurrence of a Change in Control of the Company, or # at the time of, or following, the entry by the Company into a definitive agreement or plan for a Change in Control of the nature set forth in [Section 5(d)(ii), (iii), or (iv)])])] (so long as such Change in Control occurs within six months after the effective date of such termination).