Definition of Average Annual Bonus Award


Average Annual Bonus Award means, as of a Participants Termination Date, the Average Annual Bonus Award payable or actually paid to the Participant in respect of the three fiscal years preceding such Participants Termination Date; provided, however, that (i) if the Participant has not been employed by the Company or a Subsidiary for a sufficient length of time to have been eligible for payment of at least one such annual incentive award, Average Annual Bonus Award will then mean the target payout under the then-current annual incentive plan for the fiscal year in which such Participants Termination Date occurs, (ii) for any fiscal year during which an annual incentive award that was paid or is payable to the Participant was prorated because of less than a full fiscal year of plan participation or employment, such award will be annualized and (iii) if the Participant was not employed during any one or more of the three fiscal years immediately preceding such Participants Termination Date or otherwise was not eligible to receive an annual incentive award for such fiscal year, the Average Annual Bonus Award will be determined on the basis of the number of fiscal years during such period with respect to which the Participant was eligible to receive such an award.
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