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.

“Effective Date” means the first date during the Change of Control Period (as defined herein) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if # the Executive’s employment with the Company is terminated by the Company other than for “Cause” (as defined in [Section 4(b)] of this Agreement) or by the Executive for “Good Reason” (as defined in [Section 4(c)] of this Agreement), # the Date of Termination is prior to the date on which a Change of Control occurs, # it is reasonably demonstrated by the Executive that such termination of employment # was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or # otherwise arose in connection with or anticipation of a Change of Control, and # a Change of Control occurs during the Change of Control Period, then for all purposes of this Agreement, the “Effective Date” means the date immediately prior to such Date of Termination.

Section # Certain Definitions. (a) “Effective Date” means the first date during the Change of Control Period (as defined herein) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if # the Executive’s employment with the Company is terminated by the Company, # the Date of Termination is prior to the date on which a Change of Control occurs, and # it is reasonably demonstrated by the Executive that such termination of employment # was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or # otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Effective Date” means the date immediately prior to such Date of Termination.

“Change in Control Date” means the first date during the Term (as defined in Section 2) 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 Company is terminated prior to the date on which the Change in Control occurs, and # it is reasonably demonstrated by the Executive that such termination of employment # 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, then for all purposes of this Agreement the “Change in Control Date” shall mean the date immediately prior to the date of such termination of employment.

“Effective Date” shall mean the first date during the Change of Control Period on which a Change of Control occurs. Notwithstanding anything to the contrary contained in this Agreement, if a Change of Control occurs and if the Executive Separates from Service without Cause with the Company and its Affiliated Companies within 180 days prior to the date on which the Change of Control occurs, and if the Board determines, in its reasonable discretion and after considering any evidence submitted in writing by the Executive, that such Separation from Service # was at the direct or indirect request of a third party who theretofore had taken any steps intended to effect a Change of Control, or # otherwise arose in connection with or in anticipation of a Change of Control, then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such Separation from Service. Any such Board determination shall be made within 10 business days following the later of the Executive’s Separation from Service or the date of the Change of Control.

Notwithstanding anything contained in this Agreement to the contrary, if Executive’s employment is terminated prior to a Change in Control and Executive reasonably demonstrates that such termination was at the request of or in response to a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control (a “Third Party”), and who subsequently effectuates a Change in Control, then for all purposes of this Agreement, the date of a Change in Control shall mean the date immediately prior to the date of such termination of Executive’s employment.

Term of Agreement. This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall expire upon the first to occur of # the expiration of the Term (as defined below) if a Change in Control has not occurred during the Term, # the date 24 months after the Change in Control Date, if the Executive is still employed by the Company as of such later date, or # the fulfillment by the Company of all of its obligations under this Agreement if the Executive’s employment with the Company terminates within 24 months following the Change in Control Date. “Term” shall mean the period commencing as of the Effective Date and continuing in effect through the December 31 immediately following the Effective Date; provided, however, that commencing on the January 1 immediately following the Effective Date and each January 1 thereafter, the Term shall be automatically extended for one additional year unless, not later than 90 days prior to the scheduled expiration of the Term (or any extension thereof), the Company shall have given the Executive written notice that the Term will not be extended.