Average Annual Cash Compensation definition

Average Annual Cash Compensation of the Employee means, as of the Part-time Employment Effective Date, the average of (i) the Annual Cash Compensation the Employee has earned in each of the two Compensation Years next preceding that date or, if less than two Compensation Years have occurred prior to that date and since the Effective Date, (ii) the Annual Cash Compensation in each whole Compensation Year, if any, and, restated on an annualized basis, the Annual Cash Compensation in each partial Compensation Year (up to a maximum of two partial Compensation Years) next preceding the Part-time Employment Effective Date.
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Average Annual Cash Compensation means the Employee’s average annual cash compensation paid by the Employer during the most recent five (5) taxable years ending before the date the Change in Control occurs (or such portion of such period during which the Employee was employed by the Employer). To the extent Employee is granted any equity compensation, including but not limited to stock options or a management reward and retention plan, the terms of any agreement related to such equity compensation shall provide that Employee’s right to such compensation fully vests upon a Change in Control, to the extent permitted by applicable law. Notwithstanding any other provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and other payments and benefits which the Employee has the right to receive from the Employer (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the “Excise Taxes”)) if the Employee were to receive the Total Payments has an aggregate value less than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the “Reduced Payments”), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced. Any payments made to Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with Section U.S.C. Section 1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.
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Average Annual Cash Compensation of the Employee means, as of the Part-time Employment Effective Date, the average of (a) the Annual Cash Compensation earned by the Employee in each of the two (2) Compensation Years next preceding that date or, if less than two (2) Compensation Years have occurred prior to that date and since the Effective Date, (b) the Annual Cash Compensation in each whole Compensation Year, if any, and, restated on an annualized basis, the Annual Cash Compensation in each partial Compensation Year (up to a maximum of two (2) partial Compensation Years) next preceding the Part-time Employment Effective Date.
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Examples of Average Annual Cash Compensation in a sentence

  • In the event a Change in Control has occurred and this Agreement is terminated by Employer or by Employee pursuant to Section 3.2.3, the Employee shall be entitled to a lump sum payment equal to 2.00 times her Average Annual Cash Compensation and shall be paid such lump sum payment by Employer within 30 days of the effective date of termination of this Agreement.

  • In the event a Change in Control has occurred and this Agreement is terminated by Employer or by Employee pursuant to Section 3.2.3, the Employee shall be entitled to a lump sum payment equal to 2.50 times his Average Annual Cash Compensation and shall be paid such lump sum payment by Employer within 30 days of the effective date of termination of this Agreement.

  • Each monthly severance payment shall equal one-twelfth (1/12) of the Average Annual Cash Compensation Amount.

  • In the event a Change in Control has occurred and this Agreement is terminated by Employer or by Employee pursuant to Section 3.2.3, the Employee shall be entitled to a lump sum payment equal to 2.99 times his Average Annual Cash Compensation and shall be paid such lump sum payment by Employer within 30 days of the effective date of termination of this Agreement.


More Definitions of Average Annual Cash Compensation

Average Annual Cash Compensation of the Employee means, as of the Separation Effective Date, the average of (a) the Annual Cash Compensation earned by the Employee in each of the two (2) calendar years next preceding that date or, if fewer than two (2) calendar years have occurred prior to that date and since the Effective Date, (b) the average of the Annual Cash Compensation in any calendar year restated on an annualized basis.
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Average Annual Cash Compensation of the Executive means, as of the date of any termination, the average of (a) the Annual Cash Compensation earned by the Executive in each of the two (2) Compensation Years next preceding that date or, if less than two (2) Compensation Years have occurred prior to that date and since the Effective Date, (b) the Annual Cash Compensation in each whole Compensation Year, if any, and, restated on an annualized basis, the Annual Cash Compensation in each partial Compensation Year (up to a maximum of two (2) partial Compensation Years) next preceding the date of any termination.
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Average Annual Cash Compensation shall be equal to the average of the sums of your Base Salary plus Annual Bonus paid in the two calendar years out of the last five full calendar years ended prior to the date of your termination of employment in which the sums of such items of compensation is the highest; provided, however, that amounts that would have been paid in a calendar year but for your election to defer receipt of such amounts shall be included in the amount of your Base Salary and/or Annual Bonus paid in such calendar year for purposes of this calculation. The Retirement Benefit shall be payable in such optional forms (e.g., a 50% joint and survivor annuity) and subject to the same actuarial equivalent calculations and reductions for early commencement (i.e., prior to age 62.5) as apply in respect of the Retirement Plans and if your Retirement Plan Benefit is paid (or to be paid) at a time or in a form different than your Retirement Benefit, the amount of the reduction thereto for your Retirement Plan Benefit shall be the actuarial equivalent thereof determined as if your Retirement Plan Benefit were paid at the same time and in the same form as your Retirement Benefit
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Average Annual Cash Compensation. Amount”) multiplied by two. In the event Executive has been employed less than three (3) years, the Average Annual Cash Compensation Amount shall be determined by using Executive’s compensation history with Bancorp to determine the annualized compensation for purposes of this paragraph. Payment under this Section 6(c)(ii) shall be made to Executive within thirty (30) days following the date Executive’s employment terminates. In the event that Executive qualifies for the payment contemplated by this Section 6(c)(ii), he shall not be entitled to the payments contemplated in Section 6(d).
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Average Annual Cash Compensation shall be equal to the average of the sums of your Base Salary plus Annual Bonus paid in the two calendar years out of the last five full calendar years ended prior to the date of your termination of employment in which the sums of such items of compensation is the highest; provided, however, that amounts that would have been paid in a calendar year but for your election to defer receipt of such amounts shall be included in the amount of your Base Salary and/or Annual Bonus paid in such calendar year for purposes of this calculation. The Retirement Benefit shall be payable in a lump sum to the rabbi trust created to cover payments under this Letter Agreement (the “Trust”, which will be created promptly after the date hereof and will contain such customary provisions as may be agreeable to you) immediately after your termination of employment with the Company and subject to the same actuarial equivalent calculations and reductions for early commencement (i.e., prior to age 62.5) as apply in respect of the Retirement Plans and if your Retirement Plan Benefit is paid (or to be paid) at a time or in a form different than your Retirement Benefit, the amount of the reduction thereto for your Retirement Plan Benefit shall be the actuarial equivalent thereof determined as if your Retirement Plan Benefit were paid at the same time and in the same form as your Retirement Benefit. The lump sum amount transferred to the Trust above will be transferred from the Trust to you upon the earlier of (1) six months and one day after your termination of employment with the Company, (2) the occurrence of a subsequent “change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation” under the guidance issued under Section 409A(a)(2)(A)(v) of the Code (a “409A CIC”), (3) your death, (4) your becoming “disabled” under Section 409A(a)(2)(C) of the Code (“409A Disabled”) or (5) any other date permitted under Section 409A(a)(2) and (a)(3) of the Code.
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Related to Average Annual Cash Compensation

  • Average Annual Compensation shall be an amount equal to the annual average of the sums of (x) the Executive’s annual Base Salary from the Company plus (y) the amount of Incentive Awards accrued by TNS for the Executive, in each case for the three calendar years that ended immediately before (or, if applicable, coincident with) the Change in Control Date;

  • Average Annual Bonus means the average of the annual bonuses (if any) from the Company earned by the Executive with respect to the Bonus Fiscal Years during all or any portion of which the Executive was employed by the Company; and, provided, further, that, if the Executive was not employed by the Company during all or any portion of any of the Bonus Fiscal Years, “Average Annual Bonus” means zero.

  • Annual Cash Compensation means the sum of (a) the highest annual Base Salary in effect for the Executive and (b) the greater of (i) the Executive’s bonus for the most recently-completed year, if any, or (ii) the annualized amount of the Executive’s target bonus for the then current year.

  • Current Annual Compensation means the greater of:

  • Base Annual Salary means the annual cash compensation relating to services performed during any calendar year, whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, excluding bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, directors fees and other fees, automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base Annual Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 132(f), 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that, had there been no such plan, the amount would have been payable in cash to the Employee.

  • Cash Compensation means any discount, concession, fee, service fee, commission, sales charge, loan, override, or cash benefit received by a producer in connection with the recommendation or sale of an annuity from an insurer, intermediary, or directly from the consumer.

  • Pro-rata Annual Bonus means the amount of Annual Bonus, multiplied by a fraction, the numerator of which is the number of days in such year during which the Executive was actually employed by the Company (or its predecessor) and the denominator of which is 365.

  • Average Annual Debt Service means, at the time of calculation, the sum of the Annual Debt Service for the remaining years of the loan to the last scheduled maturity of the loan divided by the number of those years.

  • Non-cash compensation means any form of compensation that is not cash compensation, including, but not limited to, health insurance, office rent, office support and retirement benefits.

  • Annual Compensation means an amount equal to the greater of:

  • Annual Deferral Amount means that portion of a Participant's Base Annual Salary and Annual Bonus that a Participant elects to have, and is deferred, in accordance with Article 3, for any one Plan Year. In the event of a Participant's Retirement, Disability (if deferrals cease in accordance with Section 8.1), death or a Termination of Employment prior to the end of a Plan Year, such year's Annual Deferral Amount shall be the actual amount withheld prior to such event.

  • Average Monthly Compensation means the quotient determined by dividing the sum of the Employee’s then current Base Salary (as defined in Section 4.1 hereof) and the greater of the most recently paid Incentive Compensation (as defined in Section 4.2 hereof) or the average of Incentive Compensation paid over the three most recent years by twelve.

  • Highest Average Compensation means the average Compensation for the three (3) consecutive years of Service with the Employer that produces the highest average. A Year of Service with the Employer is the twelve (12) consecutive month period identical to the Plan Year.

  • Average Compensation means the average of your W-2 wages from the Company for the five (5) calendar years completed immediately prior to the calendar year in which the Change in Control is effected. Any W-2 wages for a partial year of employment will be annualized, in accordance with the frequency which such wages are paid during such partial year, before inclusion in Average Compensation.

  • Total Compensation means the cash and noncash dollar value earned by the executive during the Contractor’s preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)):

  • Target Bonus Percentage means, with respect to any Executive, the target bonus percentage specified for such Executive in his or her Employment Agreement.

  • Average Incentive Compensation means the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);

  • Bonus Compensation shall have the meaning set forth in Section 3(b).

  • Semi-Annual Distribution Date means the "Distribution Dates" set forth under "Summary of Essential Financial Information--Estimated Distributions--Semi-Annual Distributions" in the Prospectus Part I for a Trust.

  • Target Annual Bonus has the meaning set forth in Subsection 3b.

  • Final Average Compensation means the aggregate amount of a member's compensation earned within the averaging period in which the aggregate amount of compensation was highest divided by the member's number of years, including any fraction of a year, of credited service during the averaging period. The averaging period shall be 36 consecutive calendar months if the member contributes to the member investment plan except for a member who contributes to the member investment plan and first became a member on or after July 1, 2010; otherwise, the averaging period shall be 60 consecutive calendar months. A member who contributes to the member investment plan and first became a member on or after July 1, 2010 shall also have an averaging period of 60 consecutive calendar months. If the member has less than 1 year of credited service in the averaging period, the number of consecutive calendar months in the averaging period shall be increased to the lowest number of consecutive calendar months that contains 1 year of credited service.

  • Monthly salary means the portion of a member’s annual compensation which is paid to him or her per month.

  • Projected Annual Benefit means the annual retirement benefit (adjusted to an actuarial equivalent straight life annuity if such benefit is expressed in a form other than a straight life annuity or Qualified Joint and Survivor Annuity) to which the Participant would be entitled under the terms of the Plan assuming:

  • Actual Deferral Percentage means, for a specified group of Participants for a Plan Year, the average of the ratios (calculated separately for each Participant in the group) of (1) the amount of Employer contributions actually paid over to the Trust on behalf of the Participant for the Plan Year to (2) the Participant's Earnings for the Plan Year (or, provided that the Employer applies this method to all Employees for a Plan Year, the Participant's Earnings for that portion of the Plan Year during which he was eligible to participate in the Plan). Employer contributions on behalf of any Participant shall include: (i) his Elective Deferrals, including Excess Elective Deferrals of Highly Compensated Employees, but excluding (A) Excess Elective Deferrals of Non-Highly Compensated Employees that arise solely from Elective Deferrals made under the Plan or another plan maintained by an Affiliated Employer, and (B) Elective Deferrals that are taken into account in the Average Contribution Percentage test described in Section 5.10 (provided the ADP test is satisfied both with and without exclusion of these Elective Deferrals), and excluding Elective Deferrals returned to a Participant to reduce an Excess Amount as defined in Section 6.5(f); and (ii) if the Employer has elected to make Qualified Nonelective Contributions, such amount of Qualified Nonelective Contributions, if any, as shall be necessary to enable the Plan to satisfy the ADP test and not used to satisfy the ACP test; and (iii) if the Employer has elected to make Qualified Matching Contributions, such amount of Qualified Matching Contributions, if any, as shall be necessary to enable the Plan to satisfy the ADP test and not used to satisfy the ACP test. For purposes of computing Actual Deferral Percentages, an Employee who would be a Participant but for his failure to make Elective Deferrals shall be treated as a Participant on whose behalf no Elective Deferrals are made.