Separation From Service. For purposes of this Agreement, termination of employment means a “separation from service” under Code Section 409A and Treasury Regulation Section 1.409A-1(h). For this purpose, whether a termination of employment has occurred is determined based on whether 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) would permanently decrease to less than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

For purposes of this Agreement, terminationan “Event of employment meansTermination” or “termination of employment” shall be construed to require a “separation“Separation from service” underService” in accordance with Code Section 409A and the Treasury Regulation Section 1.409A-1(h). For this purpose, whether a termination of employment has occurred is determined based on whetherRegulations promulgated thereunder, such that the CompanyEmployer and Executive reasonably anticipated that no further services would be performed after a certain date oranticipate that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor)termination would permanently decrease to a level that is less than twenty percent (20%)50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

Separation Fromfrom Service. For purposes“Separation from Service”, “termination of this Agreement, terminationemployment,” “terminates employment” and similar terms mean the date that Executive separated from service within the meaning of employment means a “separation from service” under Code Section 409A and Treasury Regulation Section 1.409A-1(h). For this purpose, whether a termination of employment has occurred is determined based on whether 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) would permanently decrease to less than twenty percent (20%) of the average level of bona fide services performed (whether as an employeeCode. Generally, Executive will separate from service if Executive dies, retires, or an independent contractor) overotherwise has a Separation from Service with the immediately preceding 36-month period.Company, determined in accordance with the following:

Termination as Separation Fromfrom Service. ForThe termination of Executive's employment on the Termination Date constitutes a "separation from service" within the meaning of [Section 409A] for purposes of any provision of this Agreement or other arrangement providing for the payment of any amounts or benefits subject to Section 409A upon or following a "separation from service" within the meaning of [Section 409A], and for purposes of any such provision of this Agreement, terminationreferences to a "resignation from employment," "termination," "terminate," "termination of employment means a “separationemployment" or like terms shall also refer to Executive's "separation from service” under Code Section 409A and Treasury Regulation Section 1.409A-1(h). For this purpose, whether a termination of employment has occurred is determined basedservice" on whether 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) would permanently decrease to less than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.Termination Date.

The phrase termination of employment, or words to a similar effect, shall mean a separation from service within the meaning of Section 409A of the Code, except that for purposes of this Agreement,establishing whether an employee has had a separation from service, the employee will be deemed to have a separation from service on the date of termination, if the employee after the date of termination of employment means a “separation from service” under Code Section 409A and Treasury Regulation Section 1.409A-1(h). For this purpose, whether a termination of employment has occurred is determined based on whether the Company and Executivenot reasonably anticipated that no further services would be performed afterto provide 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) would permanently decrease to less than twenty percent (20%)that exceeds 25% of the average level of bona fide services performed (whether as anprovided by the employee or an independent contractor) overin the immediately preceding 36-month period.36 months (or the total period of employment, if less than 36 months), within the meaning of [Section 409A] of tax code.

“Separation From Service. For purposes of this Agreement,from Service” means Executive’s termination of employment meansor service where such termination of employment or service constitutes a “separation from service” under Code Section 409A andwithin the meaning of Treasury Regulation Section 1.409A-1(h). For this purpose, whether a termination of employment has occurred is determined based on whether 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) would permanently decrease to less than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

Separation Fromfrom Service. For purposesThe phrases “termination of this Agreement, termination of employment means aemployment,” “separation from service” under Code Section 409Aservice,” and similar phrases as used in this Plan shall refer to separation from service within the meaning of the Regulations, determined by reference to the presumptive rule of Treasury Regulation SectionReg. § 1.409A-1(h). For this purpose, whether(l)(ii) (under which a terminationreasonable expectation of employment has occurred is determined based on whether the Company and Executive reasonably anticipated that no further services would be performed after a certain date or thatpermanent reduction in the level of bona fide services Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decreaseservice to lessno more than twenty percent (20%)20% of the average level of bona fide services performed (whetherduring the prior 36-month or other applicable period is presumed to result in a separation from service), and determined by treating the Company and all Subsidiaries as an employee or an independent contractor) over the immediately preceding 36-month period.single Employer.

A “Separation from Service” occurs upon your death, retirement or other termination of employment meansor other event that qualifies as a “separation from service” under Internal Revenue Code Section 409A and the applicable regulations thereunder as in effect from time to time. The Company shall determine in each case when a Separation from Service has occurred, which determination shall be made in a manner consistent with Treasury Regulation Section 1.409A-1(h). For this purpose, whetherThe Company shall determine that a termination of employmentSeparation from Service has occurred is determined based on whether the Company and Executive reasonably anticipated that no further services would be performed afteras of a certain date orwhen the facts and circumstances indicate that the Company (or an Affiliate, if applicable) and you reasonably anticipate that, after that date, you will render no further services, or your level of bona fide services Executive would perform after such date (whether(either as an employee or as an independent contractor) wouldwill permanently decrease to a level that is 20% or less than twenty percent (20%) of the average level of your bona fide services performed (whether(either as an employee or an independent contractor) previously in effect for you over the immediately preceding 36-month period.period (or your entire period of service, if you have been providing services for less than 36 months).

vi. “Separation from Service” shall mean Employee has a “separation from service” within the meaning of this Agreement, termination of employment means a “separation from service” under Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation the regulations and other interpretive guidance thereunder (“[Section 1.409A-1(h). For this purpose, whether a termination of employment has occurred is determined based on whether409A]”) from the Company and Executive reasonably anticipated that no furtherwill not perform any additional services would be performed after a certain date for the Company (or a related entity) or that the level of bona fide services Executive would perform after such date (whether performed as an employee or as an independenta contractor) wouldwill permanently decrease to lessno more than twenty percent (20%)20% of the average level of bona fide services performed by Employee (whether performed as an employee or an independentas a contractor) over the immediately preceding 36-month period.period (or, if less, the period Employee has rendered service to the Company).

"Separation From Service. Forfrom Service" means the Executive’s separation from service (as such term is used for purposes of this Agreement, termination of employment means a “separation from service” under Code Section 409A of the Code) with the Corporation and Treasury Regulation Section 1.409A-1(h). For this purpose, whetherany Related Entities. The Executive shall be deemed to have a termination of employment has occurred is determined basedSeparation from Service on whethera date only if the CompanyCorporation and the 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) wouldwill permanently decrease to lessno more than twenty percent (20%)20% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding 36-month period.period (or the full period of services to the Corporation and any Related Entities if the Executive has then been providing services to the Corporation and any Related Entities for less than 36 months). For purposes of this section, for periods during which the Executive is on a paid Leave of Absence and has not otherwise terminated employment, the Executive shall be treated as providing bona fide services at a level equal to the level of services that he would have been required to perform to receive the compensation paid with respect to such Leave of Absence. Also for purposes of this section, periods during which the Executive is on an unpaid Leave of Absence and has not otherwise terminated employment shall be disregarded (including for purposes of determining the 36-month, or shorter, period).