Separation from Service Requirement. Notwithstanding any other provision of this Agreement, Employee shall be entitled to the Separation Benefits or the Change-of-Control Benefits, as applicable, only if the termination of this Agreement constitutes Employee’s “Separation from Service” within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(h).
Separation from Service Requirement. Notwithstanding any other provision of this Agreement, the Executive shall not be entitled to the severance or change of control benefits under this Paragraph 9 unless the termination of the Executive’s employment constitutes a Separation from Service. For purposes of this Agreement, “Separation from Service” means separation from service (within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder) with the group of employers that includes the Company and each of its Affiliates. For this purpose, “Affiliate” means any incorporated or unincorporated trade or business or other entity or person, other than the Company, that along with the Company is considered a single employer under Code Section 414(b) or Code Section 414(c), but (i) in applying Code Section 1563(a)(1), (2), and (3) for the purposes of determining a controlled group of corporations under Code Section 414(b), the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Code Section 1563(a)(1), (2), and (3), and (ii) in applying Treasury Regulation Section 1.414(c)-2 for the purposes of determining trades or businesses (whether or not incorporated) that are under common control for the purposes of Code Section 414(c), the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Treasury Regulation Section 1.414(c)-2.
Separation from Service Requirement. Notwithstanding any other provision of this Agreement, Employee shall be entitled to any Severance Benefits only if Employee’s termination of employment constitutes a “Separation from Service, which for purposes of this Agreement means “separation from service” (within the meaning of Section 409A).
Separation from Service Requirement. For purposes of determining the entitlement to any payment in connection with or relating to the Executive’s “termination” of employment, the existence of such termination shall not exist unless and until the Executive experiences a Separation from Service (as hereinafter defined).
Separation from Service Requirement. Notwithstanding any other provision of this Agreement, Executive shall be entitled to the Severance Payments or the COBRA Reimbursements only if the termination of Executive’s employment constitutes a Separation from Service.
Separation from Service Requirement. Notwithstanding any other provision of this Agreement, Employee shall be entitled to the severance or Change in Control benefits and payments in subparagraphs 7(b), 7(d), 7(e), or 8(b) only if Employee’s termination of employment constitutes a Separation from Service. For purposes of this Agreement, “Separation from Service” means separation from service (within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder (“Section 409A”)) with the group of AMENDED AND RESTATED EMPLOYMENT AGREEMENT - Page 12
