upon the Eligible Directors termination of Continuous Services to the extent the same constitutes a separation from services for the purposes of Section 409A of the Code except that if an Eligible Director is a key employee as defined in Section 409A of the Code for such purposes, then payment or settlement shall occur 6 months following such separation of service;
“Separation from Service,” “Separates from Service,” or “Separated from Service” shall mean the separation of a Participant from employment with all System Companies that is a “separation from service” as defined in Code Section 409A and the regulations promulgated thereunder.
If a Director also provides services to the Company or any ERISA Affiliate as an employee at the time of his Separation from Service as a member of the Board, the services such Participant provides as an employee shall not be taken into account in determining whether the Participant has a Separation from Service as a Director for purposes of this Plan (provided that this Plan is not, at the time of such determination, aggregated under Treas. Reg. §1.409A-1(c)(2)(ii) with any plan in which the Participant participates as an employee).
“Separation from Service” means a “separation from service” within the meaning of [Section 409A].
7.2Small Balance Rule. Notwithstanding any election made by a Participant pursuant to [Section 4.2] or [Section 7.6], if the balance in a Participant’s Separation from Service Installment Account and Separation From Service Lump Sum Account as of the Participant’s Separation from Service is less than $50,000, then such Participant’s Separation From Service Installment Account and Separation From Service Lump Sum Account shall be paid in a single lump sum as soon as administratively practicable on or after the first business day of the seventh month following the Participant’s Separation from Service.
“Date of Termination” means # if Executive resigns for Good Reason, the date specified in the Notice of Termination, provided that # the Committee may specify any earlier Date of Termination and # the Date of Termination specified in the notice shall not be less than sixty (60) days after the date of delivery of the notice if the resignation is for Good Reason following a Change in Control, # if Executive’s employment is terminated by the Company other than by reason of Disability, the date of receipt of the Notice of Termination, or any later date specified therein, or # if Executive’s employment is terminated by reason of death, Disability or Retirement, the Date of Termination will be the date of death or Retirement, or the Disability Effective Date, as the case may be.
Classification: Customer Confidential
Annual installments over a term certain as elected by the Participant not to exceed years.
Except as set forth in Section 5.4(b), prior to the initial establishment of a Deferred Compensation Account for a Director, the Director must elect that upon Separation from Service the values and quantities held in the Director’s Deferred Compensation Accounts be distributed to the Director, pursuant to the provisions of Section 7 in a single lump sum or in a series of annual installments not to exceed ten (10) years. The time for the commencement of distributions shall be elected by the Director and shall not be later than the first of the month coinciding with or next following the second anniversary of the Director’s Separation from Service. Notwithstanding the foregoing, a Director may elect to modify his or her distribution election to delay distribution under this Section 5.4 provided that such modification is subject to the requirements of the Modification Delay.
“Retirement” shall mean the effective date of the termination of the services of a Director for any reason which also constitutes a “separation from service” with the Company within the meaning of Section 409A of the Code and the regulations thereunder.
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