“Qualifying Termination” means a Participant’s Termination of Employment # by the Company without Cause, if the Termination of Employment does not occur during the Covered Period, or # by the Company without Cause or by the Participant for Good Reason if the Termination of Employment occurs during the Covered Period. A Qualifying Termination that occurs during the six (6)-month period before the first occurrence of a Change in Control will be deemed to occur upon the occurrence of the Change in Control for purposes of the Plan.