Common use of Separation from Service Defined Clause in Contracts

Separation from Service Defined. For purposes of this Agreement, the term “Separation from Service” means (1) the termination of your employment with the Company due to death, retirement or other reasons, or (2) a permanent reduction in the level of bona fide services you provide to the Company to an amount that is no more than 20% of the average level of bona fide services you provided to the Company in the immediately preceding 36 months (or the entire time period during which you provided services to the Company if you have been providing such services for less than 36 months), with the level of bona fide service calculated in accordance with Treas. Reg. § 1.409A-1(h)(1)(ii). Your employment relationship is treated as continuing while you are on military leave, sick leave, or other bona fide leave of absence (if the period of such leave does not exceed six months, or if longer, so long as your right to reemployment with the Company is provided either by statute or contract). If your period of leave exceeds six months and your right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first day immediately following the expiration of such six month period. Whether a termination of employment has occurred will be determined based on all of the facts and circumstances and in accordance with regulations issued by the United States Treasury Department pursuant to Section 409A if the Company concludes that Section 409A is applicable.