Common use of BASE ANNUAL COMPENSATION Clause in Contracts

BASE ANNUAL COMPENSATION. The Executive's compensation paid by the Company and its affiliates which was includible in the Executive's gross income during the most recent taxable year ending before the date of the Change of Control (including, amounts includible in compensation, i.e., the base salary and cash annual incentive prior to any deferred arrangements) PROVIDED, HOWEVER, that such amount shall not exceed an amount equal to three (3) times the Executive's average annualized compensation paid by the Company and its affiliates which was includible in the Executive's gross income during the most recent five taxable years ending before the date of the Change of Control (defined as the individual's "base amount" under Section 280G of the Internal Revenue Code of 1986, as amended).