XI. Code Sections 457 and 409A.

This Plan is intended to qualify as a severance pay plan under Code Section 457(e)(11) and a “window program” under Section 409A so as to not constitute deferred compensation under Code Sections 409A, 457(b), or 457(f).  In no event may the University or an Eligible Employee accelerate or delay payment or the Exit Date in a manner inconsistent with this intent.  The Plan shall be interpreted and administered in a manner consistent with this intent.  Amounts payable under this Plan upon termination, or any similar term shall be payable only when the eligible employee incurs a “separation from service” as defined under Code Section 409A.  Each payment of benefits under this Plan is intended to constitute separate payments for purposes of Code Section 409A.