Effective Date. The term “Effective Date” shall mean the first date on which a Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if # a Change in Control occurs, # the Executive’s employment with the Employer terminates (whether by the Company, the Executive or otherwise) within 180 days prior to the Change in Control and # it is reasonably demonstrated by the Executive that # any such termination of employment by the Employer # was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or # otherwise arose in connection with or in anticipation of a Change in Control, or # any such termination of employment by the Executive took place subsequent to the occurrence of an event described in clause (ii), (iii), (iv) or (v) of the definition of “Good Reason” which event # occurred at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or # otherwise arose in connection with or in anticipation of a Change in Control, then for all purposes of this Agreement the term “Effective Date” shall mean the day immediately prior to the date of such termination of employment.