Separation from Service. Whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that the Company and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services Executive would perform after such date (whether as an employee or as an independent contractor except as provided in the preceding paragraph) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor, except as provided in the preceding paragraph) over the immediately preceding thirty six (36) month period (or the full period of services to the Company if Executive has been providing services to the Company less than thirty six (36) months). For periods during which Executive is on a paid bona fide leave of absence and has not otherwise terminated employment as described above, for purposes of this paragraph Executive is treated as providing bona fide services at a level equal to the level of services that Executive would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which Executive is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this paragraph (including for purposes of determining the applicable thirty six (36) month (or shorter) period).

"Separation from Service. WhetherService" means the Executive’s separation from service (as such term is used for purposes of Section 409A of the Code) with the Corporation and any Related Entities. The Executive shall be deemed to have a Separation from Service has occurred is determined based on whethera date only if the factsCorporation and circumstances indicate that the Company and Executive reasonably anticipatedanticipate that # no further services wouldwill be performed for the Corporation or any Related Entities after a certainsuch date or that# the level of bona fide services the Executive wouldwill perform for the Corporation or any Related Entities after such date (whether as an employee or as an independent contractor except as provided in the preceding paragraph) wouldcontractor) will permanently decrease to no more than twenty percent (20%)20% of the average level of bona fide services performed (whether as an employee or as an independent contractor, except as provided in the preceding paragraph)contractor) over the immediately preceding thirty six (36) 36-month period (or the full period of services to the CompanyCorporation and any Related Entities if the Executive has then been providing services to the CompanyCorporation and any Related Entities for less than thirty six (36)36 months). For purposes of this section, for periods during which the Executive is on a paid bona fide leaveLeave of absenceAbsence and has not otherwise terminated employment as described above, for purposes of this paragraphemployment, the Executive isshall be treated as providing bona fide services at a level equal to the level of services that Executivehe would have been required to perform to receive the compensation paid with respect to such leaveLeave of absence. PeriodsAbsence. Also for purposes of this section, periods during which the Executive is on an unpaid bona fide leaveLeave of absenceAbsence and has not otherwise terminated employment areshall be disregarded for purposes of this paragraph (including for purposes of determining the applicable thirty six (36) month (or shorter)36-month, or shorter, period).

“Separation from Service. WhetherService” means a termination of the Executive’s employment with the Employer and its Affiliates for reasons other than death or Disability. A Separation from Service has occurred is determined based on whethermay occur as of a specified date for purposes of the Agreement even if the Executive continues to provide some services for the Employer or its Affiliates after that date, provided that the facts and circumstances indicate that the CompanyEmployer and the Executive reasonably anticipated at that date that either no further services would be performed after a certain datethat date, or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor except as provided in the preceding paragraph)contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor, except as provided in the preceding paragraph) over the immediately preceding thirty thirty-six (36) month period (or the full period ofduring which the Executive performed services tofor the CompanyEmployer, if Executive has been providing services to the Companythat is less than thirty thirty-six (36) months). For periods during whichA Separation from Service will not be deemed to have occurred while the Executive is on a paidmilitary leave, sick leave, or other bona fide leave of absence and hasif the period of such leave does not otherwise terminated employment as described above,exceed six (6) months or, if longer, the period for purposes of this paragraphwhich a statute or contract provides the Executive with the right to reemployment with the Employer. If the Executive’s leave exceeds six (6) months but the Executive is treated as providing bona fide services atnot entitled to reemployment under a level equalstatute or contract, the Executive incurs a Separation of Service on the next day following the expiration of such six (6) month period. In determining whether a Separation of Service occurs the Administrator shall take into account, among other things, the definition of “service recipient” and “employer” set forth in Treasury regulation §1.409A-1(h)(3). The Administrator shall have full and final authority, to determine conclusively whether a Separation from Service occurs, and the leveldate of services that Executive would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which Executive is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this paragraph (including for purposes of determining the applicable thirty six (36) month (or shorter) period).Separation from Service.