Usage of Certain Terms. For purposes of this Agreement, all references to termination of employment, termination of service and similar or correlative terms shall mean a “separation from service” (as defined at [Section 1.409A-1(h)])] of the Treasury Regulations) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under [Section 1.409A-1(h)(3)])] of the Treasury Regulations.

Usage of Certain Terms. For purposes of this Agreement, all references toa termination of employment, termination of service and similar or correlative terms shallemployment will mean a “separationseparation from service” (asservice as defined at [Sectionin Treasury Regulations Section 1.409A-1(h)])] of the Treasury Regulations) from the Company and from all other corporations and trades or businesses, if any, without regard to any optional alternative definitions available under that would be treated as a single “service recipient” with the Company under [Section 1.409A-1(h)(3)])] of the Treasury Regulations. section.

Usage of Certain Terms.Definitions. For purposes of this Agreement, all references to termination of employment, termination ofretirement, separation from service and similar or correlative terms shall mean a “separation"separation from service”service" (as defined at [Section 1.409A-1(h)])] of the Treasury Regulations) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient”"service recipient" with the Company under [Section 1.409A-1(h)(3)])] of the Treasury Regulations. Regulations; and the term "specified employee" shall mean an individual who is determined by the Company to be a specified employee as defined in [subsection (a)(2)(B)(i)] of [Section 409A]. The Company may, but need not, elect in writing, subject to the applicable limitations under Section 409A of the Code, any of the special elective rules prescribed in [Section 1.409A-1(i)])] of the Treasury Regulations for purposes of determining "specified employee" status. Any such written election shall be deemed part of this Agreement."

Usage of Certain Terms. For purposes of this Agreement, to the extent required to comply with Section 409A, all references to termination“termination of employment, termination of serviceemployment” and similar or correlative termsphrases shall meanbe construed to require a “separation from service” (as defined atin [Section 1.409A-1(h)])] of the Treasury Regulations) fromRegulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Company and from all other corporations and trades or businesses, if any, that wouldto be treated as a single “service recipient” with the Companyspecified employee under [SectionTreasury regulation Section 1.409A-1(h)(3)]i))] of the Treasury Regulations. .

Usage of Certain Terms.Definitions. For purposes of this Agreement, all references to[[Organization A:Organization]] termination of employment, termination ofretirement, separation from service and similar or correlative terms shall mean a “separation"separation from service”service" (as defined at [Section 1.409A-1(h)])] of the Treasury Regulations) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient”"service recipient" with the Company under [Section 1.409A-1(h)(3)])] of the Treasury Regulations. Regulations; and the term "specified employee" shall mean an individual who is determined by the Company [[Organization A:Organization]] be a specified employee as defined in [subsection (a)(2)(B)(i)] of [Section 409A]. The Company may, but need not, elect in writing, subject [[Organization A:Organization]] the applicable limitations under Section 409A of the Code, any of the special elective rules prescribed in [Section 1.409A-1(i)])] of the Treasury Regulations for purposes of determining "specified employee" status. Any such written election shall be deemed part of this Agreement."

UsageSeparation from Service. The phrases “termination of Certain Terms. For purposesemployment,” “separation from service,” and similar phrases as used in this Plan shall refer to separation from service within the meaning of this Agreement, all referencesthe Regulations, determined by reference to terminationthe presumptive rule of employment, terminationTreasury Reg. § 1.409A-1(h)(l)(ii) (under which a reasonable expectation of a permanent reduction in the level of service and similar or correlative terms shall mean a “separation from service” (as defined at [Section 1.409A-1(h)])]to no more than 20% of the Treasury Regulations)average level during the prior 36-month or other applicable period is presumed to result in a separation from service), and determined by treating the Company and from all other corporations and trades or businesses, if any, that would be treatedSubsidiaries as a single “service recipient” with the Company under [Section 1.409A-1(h)(3)])] of the Treasury Regulations. Employer.

Usage of Certain Terms. For purposes of this Agreement, allSeparation from Service. All references to termination“termination of employment, termination of serviceemployment” or forms and similar or correlative terms shall mean a “separation from service” (as defined at [Section 1.409A-1(h)])]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 Regulations) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under [Section 1.Regulation §1.409A-1(h)(3)])] of the Treasury Regulations. .

Usage of Certain Terms. For purposes of this Agreement, all references“Separation from Service” has the meaning ascribed to such term in Treasury Regulation [section 1.409A-l(h)])] and generally means termination of employment, termination of service and similar or correlative terms shall mean a “separation from service” (as defined at [Section 1.409A-1(h)])] of the Treasury Regulations)employment from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under [Section 1.409A-1(h)(3)])] of the Treasury Regulations. its Subsidiaries.

Usage of Certain Terms.Separation From Service. For purposes of this Agreement, all references to termination of employment, termination of service and similar or correlative terms shall meanemployment means a “separation from service” (as defined at [Sectionunder Code Section 409A and Treasury Regulation Section 1.409A-1(h)])]. For this purpose, whether a termination of the Treasury Regulations) fromemployment has occurred is determined based on whether the Company and from all other corporations and trades or businesses, if any,Executive reasonably anticipated that no further services would be treatedperformed after a certain date or that the level of bona fide services Executive would perform after such date (whether as a single “service recipient” with the Company under [Section 1.409A-1(h)(3)]an employee or as an independent contractor) would permanently decrease to less than twenty percent (20%)] of the Treasury Regulations. average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

UsageA termination of Certain Terms. Foremployment shall not be deemed to have occurred for purposes of this Agreement, all references toany provision of the Plan upon or following a termination of employment,employment unless such termination of service and similar or correlative terms shall meanis also a “separation from service” (as defined atwithin the meaning of Code Section 409A, and, for purposes of any such provision of the Plan, references to a “termination,” “termination of employment” or like terms shall mean “such a separation from service.” The determination of whether and when a separation from service has occurred for purposes of the Plan shall be made in accordance with the presumptions set forth in [Section 1.409A-1(h)])] of the Treasury Regulations) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under [Section 1.409A-1(h)(3)])] of the Treasury Regulations.