REDUCTION IN FORCE It is understood and agreed that in addition to the above designated and related duties, full-time professional staff shall participate fully in the activities of institutional councils and/or committees. The employment status of the Employee shall be as follows: Executive/Managerial Appointment , not subject to tenure. Professional/Managerial Appointment , not subject to tenure. Other conditions of Employment:
Order of Reduction The Total Payments shall be reduced in the following order: (i) reduction on a pro-rata basis of any cash severance payments that are exempt from Section 409A of the Code, (ii) reduction on a pro-rata basis of any non-cash severance payments or benefits that are exempt from Section 409A, (iii) reduction on a pro-rata basis of any other payments or benefits that are exempt from Section 409A, and (iv) reduction of any payments or benefits otherwise payable to Executive on a pro-rata basis or such other manner that complies with Section 409A; provided, in case of clauses (ii), (iii) and (iv), that reduction of any payments attributable to the acceleration of vesting of Company equity awards shall be first applied to Company equity awards that would otherwise vest last in time.