policy committed in connection with the Executive's employment and resulting in a material adverse effect on the Employer
1.6.“Change in Control” means a change in the ownership or effective control of the Employer, or in the ownership of a substantial portion of the assets of the Employer (that is no less than 75% of such assets), as such change is defined in Code Section 409A and regulations thereunder.
1.7.“Contribution” means the amounts the Employer contributes to the Contribution Account, calculated according to the provisions of Article 2.
1.8.“Claimant” means a person who believes that he or she is being denied a benefit to which he or she is entitled hereunder.
1.9.“Code” means the Internal Revenue Code of 1986, as amended.
1.10.“Contribution Account” means the Employer’s accounting of the accumulated Contributions plus accrued interest.
1.11.“Crediting Rate” means three percent (3%) per year.
1.12.“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
1.13.“Separation from Service” means a termination of the Executive’s employment with the Employer and its Affiliates for reasons other than death. A Separation from Service may occur as of a specified date for purposes of the Agreement even if the Executive continues to provide some services for the Employer or its Affiliates after that date, provided that the facts and circumstances indicate that the Employer and the Executive reasonably anticipated at that date that either no further services would be performed after that date, or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period (or the full period during which the Executive performed services for the Employer, if that is less than thirty-six (36) months). A Separation from Service will not be deemed to have occurred while the Executive is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months or, if longer, the period for which a statute or contract provides the Executive with the right to reemployment with the Employer. If the Executive’s leave exceeds six (6) months but the Executive is not entitled to reemployment under a statute or contract, the Executive incurs a Separation from Service on the next day following the expiration of such six (6) month period. In determining whether a Separation from Service occurs the Administrator shall take into account, among other things, the definition of “service recipient” and “employer” set forth in Treasury Regulation Section 1.409A-1(h)(3). The Administrator shall have full and final authority, to determine conclusively whether a Separation from Service occurs, and the date of such Separation from Service.