Base Period Income Sample Clauses
Base Period Income. The Executive's Base Period Income equals the sum of (a) his annual base salary as of the Executive's termination date, and (b) the greater of: (i) the average of any annual cash incentive award paid or payable to the Executive for the Company's last two completed fiscal years prior to the Executive’s employment termination or (ii) the Executive's target annual cash incentive award opportunity for the year in which the Executive’s employment termination occurs.
Base Period Income. Base Period Income for the Executive equals the sum of (a) and (b), as determined below:
(a) Average Annual Base Salary, determined as follows:
(i) twelve times: (A) the monthly rate of Annual Base Salary to which the Executive is entitled on the day prior to his termination (the "Salary Measurement Date"); plus (B) the monthly rate of Annual Base Salary to which the Executive was entitled twelve months prior to the Salary Measurement Date, if Executive was employed by the Company or the Parent on that date; plus (C) the monthly rate of Annual Base Salary to which the Executive was entitled twenty-four months prior to the Salary Measurement Date, if Executive was employed by the Company or the Parent on that date (with Annual Base Salary determined in each case in accordance with section 1.2(b));
(ii) divided by: (A) one, if Executive was not employed by the Company or the Parent twelve months prior to the Salary Measurement Date; (B) two, if Executive was employed by the Company or the Parent twelve months (but not twenty-four months) prior to the Salary Measurement Date; or (C) three, if Executive was employed by the Company twenty-four months prior to the Salary Measurement Date; plus
(b) Average Bonus, determined as either:
(i) the sum of the Bonuses paid to or earned by the Executive for the three fiscal years immediately preceding the year in which the Executive's employment with the Company terminates, divided by the number of such fiscal years for which a Bonus was paid to or earned by the Executive; provided that if the Executive was paid or earned a Bonus for any fiscal year that was pro rated based on partial year's employment, such Bonus shall be annualized for purposes of calculating Base Period Income; or
(ii) if Executive earned no Bonus for any fiscal year prior to the year in which his employment with the Company terminates, his "target" Bonus for the fiscal year in which his employment with the Company terminates shall be his Average Bonus for purposes of calculating Base Period Income. All Bonuses shall be determined in accordance with section 1.2(d), including provisions that specify an amount to be used in lieu of the Bonus actually paid or projected for a fiscal year. The provisions of this section 2.5(b) and section 1.2(d) are illustrated by the following examples:
Base Period Income. Executive's Base Period Income shall equal his annual base salary as of his termination date, plus an amount equal to the incentive compensation awarded to or accrued for Executive for the fiscal year immediately prior to the fiscal year in which Executive's termination date occurs (but in no event shall such amount be less than the incentive compensation amount required to be paid during the Employment Period under Section 4(b)(ii) if the Executive's employment terminates during the Employment Period). Amounts of such base salary and incentive compensation that Executive has elected to defer during the relevant period shall be included in Base Period Income.
Base Period Income. The Executive's "Base Period Income" shall equal the Executive's base salary during the six (6) calendar month period immediately preceding the date of notice of termination.
Base Period Income. Executive’s “Base Period Income” shall equal his annual base salary as of his termination date, plus an amount equal to the incentive compensation awarded to or accrued for Executive for the fiscal year immediately prior to the fiscal year in which Executive’s termination date occurs (but in no event shall such amount be less then the Incentive compensation amount required to be paid during the Continued Employment Period under Section 4(b)(ii), hereof, if the Executive’s employment terminates during the Continued Employment Period). Amounts of such base salary and incentive compensation that Executive has elected to defer during the relevant period shall be included in the calculation of Base Period Income.
Base Period Income. Executive's Base Period Income equals the Executive's annual base salary as of Executive's termination date.