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least 50 percent ” is used instead of “ at least 80 percent ” each place it appears in Treasury Regulation Section 1.414(c) - 2. In addition,
where the use of such definition of “ Company ” for purposes of determining a Separation from Service is based upon legitimate
business criteria, in applying Code Sections 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations
under Code Section 414(b), the language “ at least 20 percent ” is used instead of “ at least 80 percent ” at each place it appears in
Code Sections 1563(a)(1), (2) and (3), and in applying Treasury Regulation Section 1.414(c) - 2 for purposes of determining trades or
businesses (whether or not incorporated) that are under common control for purposes of Code Section 414(c), “ at least 20 percent ”
is used instead of “ at least 80 percent ” at each place it appears in Treasury Regulation Section 1.414(c) -2.
(qq)
“ Separation Plan ” means the Company ’ s Separation Plan Amended and Restated Effective August 13, 2006,
as may be amended from time to time or any successor plan, program, arrangement or agreement thereto.
(rr) “ Specified Employee ” shall mean an Executive who is a “ specified employee ” for purposes of Code Section
409A, as administratively determined by the Board in accordance with the guidance and Treasury regulations issued under Code
Section 409A.
(ss) “ STIP ” means the Company ’ s short - term incentive plan under Section 8 of the Company ’ s 2007 Omnibus
Incentive Plan, effective May 8, 2007, as may be amended from time to time, or any successor plan, program or arrangement thereto.
(tt) “ Subsidiary ” shall mean any entity, corporation, partnership (general or limited), limited liability company, entity,
firm, business organization, enterprise, association or joint venture in which the Company directly or indirectly controls ten percent
(10%) or more of the voting interest. Notwithstanding the foregoing, for purposes of Section 3(a), “ Subsidiary ” shall mean any affiliate
with which the Company would be considered a single employer as described in the definition of Separation from Service.
(uu) “ Target Bonuses ” has the meaning set forth in Section 4(b)(i).
(vv) “ Territory ” has the meaning set forth in Section 11(b).
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