Separation Pay. The Company will pay Executive separation pay in the gross amount of One Million and Six Hundred Twenty-Five Thousand Dollars ($1,625,000.00), which is the equivalent of three and one-quarter (3 1/4) years of Base Salary. The payments shall be payable as salary continuation (each, a “Separation Payment”) during the three and one-quarter (3 1/4) year period immediately following the Retirement Date (“Separation Period”). Each Separation Payment shall be paid pro rata on the Company’s regular payroll dates, commencing with the first payday following the Retirement Date.

Separation Pay. The Company agrees to pay Executive the lump sum of Twelve Thousand Sixteen Dollars and Sixty-Seven Cents ($12,016.67), less applicable tax withholdings (“Separation Pay”). This payment will be made on or before the sixtieth (60th) day following the Termination Date, but not later than 60 days after the date Executive has incurred a “separation from service” within the meaning of [section 409A(a)(2)(A)(i)] of the Internal Revenue Code of 1986, as amended. This payment will be subject to all legally required payroll deductions and withholdings.