Definition of Change of Control. For purposes of this Agreement, “Change of Control” shall mean # a Change in Effective Control; # a Change of Asset Ownership; or # a Change of Ownership; in each case, as defined herein and as further defined and interpreted in [Section 409A].

Change in Control. Any one of the following corporate events: # a Change of Ownership; # a Change in Effective Control; or # a Change of Asset Ownership; in each case, as defined herein and as further defined and interpreted in [Section 409A].

"Change in Control" means a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets, each as determined in accordance with Section 409A of the Code.

"Change of Control" shall mean any one of the following events that constitutes a "change in the ownership or effectiveness control of the corporation, or in the ownership of a substantial portion of the assets of the corporation" under Section 409A of the Code:

“Change in Control” means an event that would constitute a change in ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of [Section 409A].

Change in Control means a “change in ownership,” a “change in effective control” or a “change in ownership of a substantial portion of assets,” as such terms are defined for purposes of [Section 409A] of the Code.

“Change in Control” means a “change in the ownership,” “change in effective control,” or “change in the ownership of a substantial portion of the assets,” as determined in accordance with the applicable regulations under Code Section 409A.

“Change in Control” means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. [section 1.409A-3(i)(5)])] as determined by the Company.

Therefore, notwithstanding the foregoing definition, a “Change of Control” shall be deemed to occur for purposes of this Agreement, if and only if, such event qualifies as # a change in the ownership or effective control of the Company as defined in Treas, Reg. section 1 .409A-3(i)(5)(v) or (vi) or (B))] a change in ownership of a substantial portion of the Company’s assets occurs as defined in Treas. Reg. [Section 1.409A-] 3(i)(5)(vii).

“Change of Control” means any transaction that constitutes a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A of the Code and applicable guidance issued thereunder. For purposes of applying the foregoing requirements, the default provisions of Section 409A of the Code and applicable guidance shall apply; provided, however, that for purposes of determining # whether a change in effective control of a corporation has occurred based on the acquisition of stock ownership, the percentage threshold that shall be applied shall be “50 percent or more” (rather than “30 percent or more”), and # whether a change in the ownership of a substantial portion of a corporation’s assets has occurred, based on an acquisition of threshold of assets having a total gross fair market value equal to or more than 50 percent of the total gross fair market value of all of the assets of the corporation (rather than 40 percent thereof).