If a Director is also providing additional services to the Company as an independent contractor, he or she cannot have a Separation from Service for purposes of Section 409A of the Code until he or she has separated from service both as a Director and as an independent contractor.

“Separation from Service” means the date that the Participant resigns, retires or otherwise has a voluntary or involuntary termination of employment (for an employee) or of service on the Board (for a Director) with respect to the Company and any entity that is a member of the Company’s controlled group of corporations provided however that such termination of employment (or end of service as a Director) must also constitute a “separation from service” under Code Section 409A and all applicable rules and regulations issued thereunder.

Annual installments over a term certain as elected by the Participant not to exceed ​ years.

XX # A lump sum.

Separation from Service for Other Reasons During Performance Period. Except as provided in Section 16(a)(ii)(2) below, in the event of a Participant’s Separation from Service for any reason other than death, Disability or Retirement during the Performance Period, all Performance Units shall be forfeited.

Termination of Employment to Constitute a Separation from Service The parties intend that the phrase “termination of employment” and words and phrases of similar import mean a “separation from service” with ​ within the meaning of [Section 409A]. Employee and ​ will take all steps necessary (including taking into account this [Section B.4] when considering any further agreement regarding provision of services by Employee to ​ after the Employment Termination Date) to ensure that # any termination of employment under this Agreement constitutes a “separation from service” within the meaning of [Section 409A], and # the Employment Termination Date is the date on which Employee experiences a “separation from service” within the meaning of [Section 409A].

Period of Deferral. All deferrals shall be until the Outside Director experiences a Separation from Service. For purposes of this Plan, “Separation from Service” shall mean termination of service with A&B as described in section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder. Once specified, the date(s) for payment of deferred fees may not be changed.

Termination of Employment. In this Plan, all references to termination of employment mean that the Eligible Employee or Eligible Director has had a Separation from Service.

Subject to Section 5.4, deferred amounts shall be paid in the form of # a lump sum payment, or # in approximately equal annual installments, as elected by the Director. Such payments shall be made (or shall commence) as soon as practicable following the Separation from Service except that such period shall not exceed ninety (90) days as permitted by Code [Section 409A] or, if so elected by the Director in the Distribution Election, up to twenty-four (24) months following such Separation from Service.

Separation from Service shall mean a “separation from service” as that term is defined in Section 409A.