For purposes of the Plan, a Change in Control means a change in control of the Company as defined in Treasury Regulations Section 1.409A-3(i)(5), issued under Code Section 409A. The term “Change in Control” is intended to comply with Code Section 409A and shall be interpreted such that a Change in Control (1) shall occur for purposes of the Plan in any circumstance that would constitute a “Change in Control Event” (within the meaning of Treasury Regulations under Code Section 409A) and (2) shall not occur for purposes of the Plan in any circumstance that would not constitute such a Change in Control Event.