Average Compensation. As used in this Section 7 "Average Compensation" means (A) the sum of the Executive's Salary and cash bonuses for each of the most recent three complete calendar years of Executive's employment by the Corporation (or such lesser number of complete calendar years as the Executive has been employed by the Corporation) divided by (B) three (or the lesser number of complete calendar years for which the Executive has been employed by the Corporation). Average Compensation shall not include any amount, other than Salary and cash bonuses, included in Executive's taxable compensation for federal income tax purposes, such as the reporting of previously deferred compensation or gain realized upon exercise of any non qualified stock options.
Average Compensation. For purposes of this Agreement, the term “Average Compensation” means the average of the Executive’s annual total compensation from the Company reportable on Form W-2 (i.e., base salary plus bonus amounts and all other taxable compensation) plus all elective deferrals made by the Executive to any nonqualified deferred compensation plan or qualified retirement plan maintained by the Company or an Affiliate, and any amount which is contributed or deferred by the Company at the election of the Executive and is not includible in gross income by reason of Code Section 125 or 132(f)(4) (such items, the “Pre-Tax Amounts”) with respect to each of the three (3) fiscal years of the Company preceding the fiscal year in which the Change in Control of the Company occurs (the “Averaging Period”); provided that (x) if the Executive was employed for two (but not three) entire fiscal years during the Averaging Period, then Average Compensation shall mean the average of the Executive’s annual total compensation from the Company reportable on Form W-2 plus the Pre-Tax Amounts with respect to those two years; (y) if the Executive was employed for only one entire fiscal year during the Averaging Period, then the Average Compensation shall be the Executive’s annual total compensation from the Company reportable on Form W-2 plus the Pre-Tax Amounts with respect to such entire fiscal year; and (z) if the Executive has not been employed for one entire fiscal year of the Company during the Averaging Period, then the Average Compensation shall be an amount equal to the highest amount of the Executive’s annual total compensation reportable on Form W-2 for any fiscal year plus the Pre-Tax Amounts for such fiscal year (which amount shall be annualized for any fiscal year in which Executive was employed for less than the entire fiscal year) during the period of his employment by the Company prior to the Change in Control of the Company (including the fiscal year in which the Change in Control of the Company occurs).
Average Compensation. Select all applicable:
Average Compensation. The average of a Participant’s annual Included Compensation during the Averaging Period, as designated in Part 3, #11 of the Agreement. If no modifications are made to the definition of Average Compensation under Part 3, #11, Average Compensation is the average of the Participant’s annual Included Compensation for the three (3) consecutive Plan Years during the Participant’s entire employment history which produce the highest average.
Average Compensation. “Average Compensation” means (i) the sum of Executive’s annual base salary and cash bonuses, if any, paid in each of the most recent three complete calendar years of Executive's employment by the Corporation and the total grant date fair value of all restricted stock awards (calculated as the fair market value of each share of restricted stock on the date of the award multiplied by the number of shares awarded), if any, awarded in each of the most recent three complete calendar years of Executive’s employment by the Corporation divided by (ii) three (or the lesser number of complete calendar years for which Executive has been employed by the Corporation). Average Compensation shall not include any amount, other than base salary, cash bonuses and restricted stock, included in Executive’s taxable compensation for federal income tax purposes (for example, taxable income for taxable fringe benefits, previously deferred compensation, restricted stock vesting or gain realized upon exercise of stock options are not included).
Average Compensation. Average Compensation" shall mean an amount equal to the sum of: (1) the then current base salary of the Employee; plus (2) the aggregate amount of bonuses paid to the Employee by the Company during the three full fiscal years of the Company immediately prior to the date of termination divided by three.
Average Compensation. As used in this Section 7 "Average Compensation" means (A) the sum of the Executive's Salary and cash bonuses for each of the most recent three complete calendar years of Executive's employment under this Agreement (or such lesser number of complete calendar years as the Executive has been employed by the Corporation) divided by (B) three (or the lesser number of complete calendar years for which the Executive has been employed by the Corporation). Average Compensation shall not include any amount, other than Salary and cash bonuses, included in Executive's taxable compensation for federal income tax purposes, such as the reporting of previously deferred compensation or gain realized upon exercise of any non qualified stock options. Provided, however, that for purposes of computing Average Compensation only, Executive shall be deemed to have been employed during all of 2007, and the sum of Executive's Salary and cash bonuses for 2007 shall be deemed to be the greater of (A) Executive's actual Salary and cash bonuses under this Agreement, or (B) $160,444.
Average Compensation. The term Average Compensation means the annual average of a Participant's Compensation averaged over the 3 highest consecutive Plan Years ending in the current Plan Year or in any prior Plan Year (or over the actual number of such consecutive years, if less) during which the Participant completed or was entitled to credit for completing a Year of Benefit Service, ending at the earlier of (a) the date the Participant ceased to be an active Participant in the Plan, (b) the last day the Participant qualifies for a Year of Benefit Service, or (c) the Participant’s Normal Retirement Date unless Compensation is counted beyond such date in accordance with Section 4.3.
Average Compensation. The average of a Participant's annual Included Compensation during the Averaging Period used for target benefit plans.
Average Compensation. Your pension will be calculated on the basis of the highest of (a) your final year of pensionable compensation as an employee, (b) your final average three years of pensionable compensation as an employee, or (c) your final average five years of pensionable compensation as an employee.
