Within three business days following Executive’s separation from service (within the meaning of Section 409A (as defined in Section 17 of this Agreement), an amount in cash totaling $3,650,000.00 shall be payable by the Company to Executive in a lump sum, less withholdings and deductions required by law or as authorized by Executive. As of the Effective Date, the Parties anticipate and intend that Executive’s separation from service for purposes of Section 409A shall occur on the Retirement Date. The Parties agree that because such payment may be subject to section 409A(a)(2)(B)(i) of the Code, in accordance with Section 17 such payment shall be delayed, without regard to whether all or any portion thereof is subject to Section 409A, until the first business day of the seventh month following Executive’s separation from service date (or, if earlier, Executive’s date of death). To avoid the possibility of doubt, if Executive separates from service on the Retirement Date, payment in accordance with the foregoing shall occur on September 4, 2018 (or Executive’s date of death, if earlier).