Separation from Service Due to Death, Disability or Retirement During Performance Period. In the event of a Participant’s Separation from Service because of death, Disability or Retirement during the Performance Period, the holder of a Performance Unit shall receive a prorata payment based on the number of months’ service during the Performance Period but taking into account the achievement of performance goals during the entire Performance Period. Payment shall be made as specified in the applicable Award Agreement after completion of the applicable Performance Period at the time payments are made to Participants who did not have a Separation from Service during the Performance Period.

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.

Separation from Service Due to Death or Disability During Period of Restriction. In the event of a Participant’s Separation from Service because of death or Disability during the Period of Restriction, the Period of Restriction applicable to the Restricted Stock Units shall automatically terminate upon such Separation from Service.

“Separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) during the Performance Period other than # due to Retirement, Disability, or death, or # following a Change in Control shall require forfeiture of this entire award, with no payment to the Participant.

Payment Upon Death, Retirement or Disability; Forfeiture of Unvested Performance Shares Upon Demotion, Unsatisfactory Job Performance, Default on Certain Agreements or Other Separation from Service.

Separation from Service. Notwithstanding anything in this Plan to the contrary, and notwithstanding any election that has been made by a Participant under [[Section 5.2(a) or 5.2(b)])]])], above, if a Participant has elected a Scheduled Withdrawal Date on a date certain pursuant to [Section 5.2(a)(i)], above, with respect to a Plan Year Account, and such Participant experiences a separation from service from the Company, as defined in [Section 5.3], below, before distribution in respect of his or her Plan Year Account having such a Scheduled Withdrawal Date has begun, then the balance of the Participant’s vested Plan Year Account associated with such Scheduled Withdrawal Date shall be paid in a lump sum distribution as soon as administratively practicable following such separation from service, in an amount equal to the balance credited to such Account as of the last day of the month of termination. Notwithstanding the foregoing, a Plan Year Account that has become payable in installments prior to the date of a Participant’s separation from service pursuant to an election under [Section 5.2(b)(ii)] shall continue to be so paid.

Separation from Service. All references to “termination of employment” or forms and derivations thereof in connection with the Employee’s right to receive any payment which is subject to Section 409A of the Code shall refer solely to events which constitute a “separation from service” as defined in Treasury Regulation §1.409A-1(h).

Separation from Service. “Separation from Service”, “termination of employment,” “terminates employment” and similar terms mean the date that Executive separated from service within the meaning of Section 409A of the Code. Generally, Executive will separate from service if Executive dies, retires, or otherwise has a Separation from Service with the Company, determined in accordance with the following:

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).

Death or Disability of Employee. In the event that the Employee incurs a Termination of Service due to his or her death or Disability during a Performance Period, the Employee shall immediately vest ​.