“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.

“Qualifying Termination” means, coincident with or within one (1) year after the date of a Change In Control, your Termination for any reason excluding (i) your death, (ii) your Disability, (iii) the exhaustion of your benefits under the terms of an applicable Company sick pay plan or long-term disability plan (other than by reason of the amendment or termination of such a plan), (iv) your Retirement, (v) by the Company for Cause or (vi) by you without Good Reason. If your employment is Terminated during the term of this Agreement, but prior to a Change In Control, it shall not be considered a Qualifying Termination even if such Termination was (A) by the Company without Cause, or (B) by you based on events or circumstances that would constitute Good Reason if a Change in Control had occurred.

“Qualifying Termination” means a termination of employment with the Company by the Company (or, following a Change in Control, the surviving company or an Affiliate thereof) without Cause (but not including, for the avoidance of doubt, due to the Executive’s death or disability).