Common use of Annual Incentive Award Clause in Contracts

Annual Incentive Award. “Annual Incentive Award” shall mean the annual incentive compensation (including for this purpose any long term performance share awards) paid or payable during the applicable fiscal year or any award to the extent specified by the Board (or a committee thereof) in the relevant award agreement or any other equity based awards in each case paid in lieu of annual non-equity incentive compensation; provided that grants of stock options (or restricted stock units or performance shares or, to the extent specified by the Board (or a committee thereof) in the relevant award agreement, other equity based awards in each case granted in lieu of stock options) granted by the Company in the normal course shall not be considered annual incentive awards and provided further that, (A) the grant date fair value of any equity based award granted as annual incentive compensation shall be included in the computation of the annual incentive amounts paid in any applicable fiscal year based upon the grant date fair value of such award for accounting purposes and (B) any dividend equivalents paid or payable with respect to such an equity based award shall not be considered annual incentive compensation.