Annual Award Amount. The term "Annual Award Amount" means, as of the applicable date of determination, the average of the two highest annual incentive awards under the Company's annual incentive plan (or the annual incentive plan maintained by a successor Company or a Subsidiary) payable or actually paid under the terms of such annual incentive plan for the performance year during which the date of determination occurs, and in respect of the last four years to the Executive prior to the date of determination; provided, however, that (a) if the Executive 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 two annual incentive awards, deemed target award payout shall be used for the one or two years for which the Executive was not so eligible, except that the maximum payout shall be used for the performance year in which the date of determination occurs; (b) for any year during which an annual incentive award was paid or is payable to the Executive that was prorated because of less than a year of plan participation, such award shall be annualized, except that for the year in which the date of determination occurs, the maximum payout shall be used; and (c) for any year during which a guaranteed minimum annual incentive award amount was paid or is payable to the Executive, such full (not prorated because of less than a full year of plan participation) guaranteed annual incentive amount shall be used for such year.
Annual Award Amount. The term "Annual Award Amount" means the average of the two highest annual incentive awards under the Company's annual incentive plan (or the annual incentive plan maintained by a successor company or a Subsidiary) payable under the terms of such annual incentive plan for the performance year during which the Qualifying Termination occurs, and paid in the last four years to the Executive prior to the occurrence of the Qualifying Termination; provided, however, that (a) if the Executive 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 two full annual incentive awards, deemed target award payout shall be used for the one or two years for which the Executive was not so eligible; (b) for any year during which an annual incentive award was paid or is payable to the Executive that was prorated because of less than a full year of plan participation, such award shall be annualized; and (c) for any year during which a guaranteed minimum annual incentive award amount was paid or is payable to the Executive, such full (not prorated because of less than a full year of plan participation) guaranteed annual incentive amount shall be used for such year.
Annual Award Amount. The average of the two highest annual incentive awards under the Company’s annual incentive plan (or the annual cash incentive plan maintained by a successor company or an Affiliate) paid in the last five years to the Executive prior to the occurrence of the Qualifying Termination; provided, however, that if the Executive has not been employed by the Company or an Affiliate for a sufficient length of time to have been eligible for payment of at least two annual incentive awards, deemed target award payout shall be used for the one or two years for which the Executive was not so eligible.
Annual Award Amount. The term "Annual Award Amount" means, as of the applicable date of determination, the average of the two highest annual cash incentive awards under the Company's annual incentive plan (or the annual incentive plan maintained by a successor Company or a Subsidiary) paid or payable to the Executive in the five calendar years immediately preceding the calendar year during which the date of determination has occurred. For purposes of clarity, only cash awards under such annual incentive plan are taken into account, and any equity-based awards, long-term incentives, or retention, sign-on or other bonuses are excluded from the computation of Annual Award Amount.
