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 Compensation shall include all taxable income paid by the Bank or Holding Company, including but not limited to, Base Salary, commissions, and bonuses, as well as contributions on Executive's behalf to any pension and/or profit sharing plan, severance payments, retirement payments, directors or committee fees and fringe benefits paid or to be paid to the Executive in any such year and payment of any expense items without accountability or business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Bank. At the election of the Executive, which election is to be made prior to a Change in Control, such payment shall be made in a lump sum. In the event that no election is made, payment to the Executive will be made on a monthly basis in approximately equal installments during the remaining term of the Agreement. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment.
Average Annual Compensation means the Employee’s annual base compensation payable to Employee under Schedule A in accordance with the payment schedule set forth on Schedule A together with his Average Bonus. “Average Bonus” shall mean the average of the bonuses paid to Employee over the last two years (or such lesser number of years in which Employee was eligible to receive a bonus) in which the Employee was eligible to receive a bonus.
Examples of Average Annual Compensation in a sentence
Average Annual Compensation normally includes only pay earned while an Executive.
His or her Average Annual Compensation will include earnings as an employee from the Affiliated Company for periods after the transfer until his or her termination of employment with all Affiliated Companies.
The Executive's "Average Annual Compensation" for purposes of this Agreement shall be deemed to mean the average level of compensation paid to the Executive by the Employers or any subsidiary thereof during the most recent five taxable years preceding the Date of Termination, including Base Salary and benefits and bonuses under any employee benefit plans of the Employers.
The parties hereto agree that the present value of the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executive's Average Annual Compensation.
Any member who has served in active duty with the armed forces of the United States, whether prior to or subsequent to becoming a member of a paid police or fire department, shall receive an additional 1% of Average Annual Compensation for each full continuous year so served in active military duty, up to a maximum of an additional 4%.
More Definitions of Average Annual Compensation
Average Annual Compensation means, as of any date, the arithmetic average of the base salary and annual bonuses received by the Employee with respect to the three most recently completed calendar years.
Average Annual Compensation means an amount computed by dividing by three (3) the compensation actually received by an employee during whatever period of thirty-six (36) consecutive months of continuous service will provide the largest total compensation for any such period.
Average Annual Compensation means the average Base Salary and bonus paid to the Executive by the Employer pursuant to Sections 4.1(a) and 4.1(b)(i) of this Agreement during the most recent three (3) taxable years ending before the date the Change in Control occurs (or such portion of such period during which the Executive was employed by the Employer). In addition to the termination payments provided in this Section 3.7, in the event and only in the event a Change in Control has occurred and this Agreement is terminated by Employer or by Executive pursuant to Section 3.2.3: (i) all of Executive’s stock awards shall immediately vest; (ii) all of Executive’s unexercised stock options shall become immediately exercisable; and (iii) Employer shall continue Executive’s medical coverage for a period equal to the remaining Term at the same level as available to employees of the Employer.
Average Annual Compensation means the average rate of annual salary payable to the Executive for the calendar year in which the Executive's employment terminates and for the two immediately preceding calendar years, plus the average annual bonus or incentive payments awarded to the Executive for the same three calendar years; provided, that if bonus or incentive compensation awards have not been determined for the calendar year in which the Executive's employment terminates prior to the date of such termination, such average shall be determined using the bonuses or incentive payments awarded to the Executive for the three calendar years immediately preceding the year in which the Executive's employment terminates; and provided further, that if the Executive has not been employed by the Company for two full calendar years preceding the year in which the Executive's employment terminates, "average annual compensation" shall be based on the Executive's average annual rate of salary plus the average annual bonus or incentive payments determined as described above, for the entire period of the Executive's employment. The Executive's average annual compensation shall be determined prior to any reduction for deferred compensation, "401(k)" plan contributions, and similar items, and any reduction in the Executive's rate of salary occurring within 24 months after a change in control shall be disregarded. In addition, the insurance coverage provided under this paragraph shall be governed by the insurance coverage provided to such the Executive immediately prior to any reduction in such coverage occurring within 24 months after any change in control.
Average Annual Compensation as used in this Section 6(c), shall mean the average of Executive’s annual Compensation based on the most recent three (3) taxable years, or if Executive was employed by the Bank for less than three (3) full taxable years, based on such lesser number of taxable years or portions thereof as Executive was employed by the Bank. The term “Compensation” shall mean, for the purposes of the foregoing definition as it relates to any tax year, all Base Salary paid pursuant to Section 3(a), incentive compensation or bonuses paid pursuant to Section 3(b) (whether paid in cash or through equity awards made pursuant to the 2006 EIP), and any other compensation paid pursuant to Section 3(c). For purposes of clarity and not limitation, if all or a portion of Executive’s annual incentive compensation or bonus is paid in the form of equity awards or is paid in cash and converted after-tax into equity awards, then such amounts, on a gross basis, shall be included in the term Compensation; provided, however, that the term “Compensation” shall not include the initial equity awards that were made to Executive in 2006 under the 2006 EIP. Amounts payable under Subsections (ii) and (iv) of this Section 6(c) shall be paid in a single lump sum on the Bank’s second regular payroll date after the effective date of termination unless deferral of such payment is required under Section 24 of this Agreement. If deferral is required, Section 24 shall control the timing of such payments.
Average Annual Compensation shall include all taxable income paid by the Bank, including but not limited to, Base Salary, commissions, and bonuses, as well as contributions on Executive's behalf to any pension and/or profit sharing plan, retirement payments, directors or committee fees and fringe benefits paid or to be paid to Executive in any such year and payment of any expense items without accountability or business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Bank; provided, however, that any payment under this provision and subsection 5(d) below shall not exceed three (3)
Average Annual Compensation for purposes of this Agreement shall be deemed to mean the average level of compensation paid to the Executive by the Employers or any subsidiary thereof during the most recent five taxable years preceding the Date of Termination and which was either (i) included in the Executive's gross income for tax purposes, including but not limited to Base Salary, bonuses and amounts taxable to the Executive under any qualified or non-qualified employee benefit plans of the Employers, or (ii) deferred at the election of the Executive.