Affiliates other than through public sources, including, but not limited to, all competitively-sensitive information, all inventions, processes, data, computer programs, software, databases, know-how, digital intellectual property, marketing plans, business and sales plans and strategies, training programs and procedures, acquisition prospects, customer lists, diagrams and charts and similar items, depositor lists, clients lists, credit information, budgets, projections, new products, information covered by the Trade Secrets Protection Act, N.C. Gen. Stat., Chapter 66, §§152 to 162, and other information owned by Employer or their Affiliates that is not public information.
(vii) Excise Tax means the excise tax on excess parachute payments under Section 4999 of the Code (or any successor or similar provision thereof), including any interest or penalties with respect to such excise tax.
(viii) Pension Plan means the BB&T Corporation Pension Plan, a tax qualified defined benefit pension plan.
(ix) Person means any individual, person, partnership, limited liability company, joint venture, corporation, company, firm, group, or other entity.
(x) Restricted Area means the continental United States.
(xi) Retirement and retires means voluntary termination by Executive of Executives employment with Employer on or after the Effective Time that satisfies the requirements for early retirement or normal retirement under the Pension Plan.
(xii) Termination Compensation means a monthly cash amount equal to one-twelfth (1/12th) of the average annual cash compensation received (including cash bonuses and other cash-based compensation, including for these purposes amounts earned or payable whether or not deferred) by Executive during the three (3) calendar years immediately preceding the calendar year in which Executives Termination Date occurs. In no event shall Executives Termination Compensation include equity-based compensation (e.g., income realized as a result of Executives exercise of nonqualified stock options or other stock based benefits).
(xiii) Termination Date means the date Executives employment with Employer is terminated, and which termination is a separation from service within the meaning of Section 409A.
(xiv) Termination Year means the calendar year in which Executives Termination Date occurs.
(xv) Treasury means the United States Department of the Treasury.
4.13 CODE SECTION 409A.
(i) In General. To the extent applicable, the parties hereto intend that this Agreement comply with Section 409A of the Code and all regulations, guidance, or other interpretative authority thereunder (Section 409A) or an exemption or exclusion therefrom. The parties hereby agree that this Agreement shall be construed in a manner to comply with Section 409A and that should any provision be found not in compliance with Section 409A, the