“Separation from Service” means termination of a Director’s service as a non-employee member of the Board consistent with the requirements of Section 409A. The Plan is intended to be a Plan provided to Directors, and in accordance with applicable regulations, a Director shall be treated as having Separation from Service for purposes of this Plan on the later of the date that the Director ceases to serve on the Board of Directors of the Company or an Affiliate and the Director is not an independent contractor to the Company or an Affiliate. Continued service as an employee of the Company or an Affiliate shall not affect whether a Director has incurred a Separation from Service under the Plan.

“Separation from Service” shall mean separation from service as a Director by a Participant who immediately thereafter neither performs nor is expected to perform services for the Company or any Subsidiary in any other capacity or who otherwise separates from service within the meaning of Treasury Regulation §1.409A-1(h).

Section # "Separation from Service" means a Director’s resignation, retirement or cessation of services with the Company for any other reason which constitutes a “separation from service” within the meaning of Code §409A and the regulations thereunder.