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].

DefinitionChange in Control. Any one of the following corporate events: # a Change of Control. For purposes of this Agreement, “Change of Control” shall meanOwnership; # a Change in Effective Control; or # 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].

Definition of Change of Control. For purposes of this Agreement, “Change of Control” shall mean # a "Change in Effective Control; #Control" means a Changechange in the ownership of Asset Ownership;the Company, a change in effective control of the Company, or # a Changechange in the ownership of Ownership;a substantial portion of the Company’s assets, each as determined in each case, as defined herein and as further defined and interpreted in [Section 409A].accordance with Section 409A of the Code.

Definition of "Change of Control. For purposes of this Agreement, “Change of Control”Control" shall mean #any one of the following events that constitutes a Change"change in Effective Control; #the ownership or effectiveness control of the corporation, or in the ownership of a Changesubstantial portion of Asset Ownership; or # a Changethe assets of Ownership; in each case, as defined herein and as further defined and interpreted in [Section 409A].the corporation" under Section 409A of the Code:

Definition of Change of Control. For purposes of this Agreement, “Change of Control” shall mean # a “Change in Effective Control; #Control” means an event that would constitute a Changechange in ownership or effective control of Asset Ownership;the Company, or # a Changechange in the ownership of Ownership; in each case, as defined herein and as further defined and interpreted ina substantial portion of the assets of the Company, within the meaning of [Section 409A].

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

Definition of Change of Control. For purposes of this Agreement, “Change of Control” shall mean # a “Change in Effective Control; #Control” means a Change“change in the ownership,” “change in effective control,” or “change in the ownership of Asset Ownership; or # a Changesubstantial portion of Ownership;the assets,” as determined in each case, as defined herein and as further defined and interpreted in [Section 409A].accordance with the applicable regulations under Code Section 409A.

Definition of Change of Control. For purposes of this Agreement, “Change of Control” shall mean # a “Change in Effective Control; #Control” means a Changechange in the ownership or effective control of Asset Ownership;the Company, or #in the ownership of a Changesubstantial portion of Ownership; in each case,the assets of the Company within the meaning of Treas. Reg. [section 1.409A-3(i)(5)])] as defined herein and as further defined and interpreted in [Section 409A].determined by the Company.

DefinitionTherefore, notwithstanding the foregoing definition, a “Change of Change of Control. ForControl” shall be deemed to occur for purposes of this Agreement, “Change of Control” shall meanif and only if, such event qualifies as # a Changechange in Effective Control; # a Changethe ownership or effective control of Asset Ownership; or # a Change of Ownership; in each case,the Company as defined herein andin 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 further defined and interpreted in Treas. Reg. [Section 409A]1.409A-] 3(i)(5)(vii).

Definition of “Change of Control.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 this Agreement, “Changeapplying the foregoing requirements, the default provisions of Control”Section 409A of the Code and applicable guidance shall meanapply; provided, however, that for purposes of determining # whether a Changechange in Effective Control;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 Changechange in the ownership of Asset Ownership;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 # a Changemore than 50 percent of Ownership; in each case, as defined herein and as further defined and interpreted in [Section 409A]the total gross fair market value of all of the assets of the corporation (rather than 40 percent thereof).