Common use of Base Period Income Clause in Contracts

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. 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 eithereither (i) or (ii), as applicable: (i) if Executive was employed by the Company for at least one entire fiscal year, the sum of the Bonuses paid to or earned by the Executive for the three fiscal years (or, if less than three years, the fiscal years of the Executive’s employment with the Company), immediately preceding the year in which the Executive's ’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 Executiveyears; provided that if the Executive was paid or earned a Bonus for any fiscal year that was pro rated based on partial year's ’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 was employed by the Company terminatesfor less than one entire fiscal year, 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 ; provided that if the “target” Bonus is pro rated based on a partial year’s employment, such “target” Bonus shall be determined in accordance with section 1.2(d), including provisions that specify an amount to be used in lieu annualized for purposes 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:calculating Base Period Income.

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)). Notwithstanding the above, Executive shall be entitled to include the Annual Base Salary for the three highest of the last five completed years for purposes of this calculation; (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; plusPlus (b) Average Bonus, determined as eithereither (i) or (ii), as applicable: (i) if Executive was employed by the Company for at least one entire fiscal year, the sum of the Bonuses paid to or earned by the Executive for the three fiscal years (or, if less than three years, the fiscal years of the Executive’s employment with the Company), immediately preceding the year in which the Executive's ’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 Executiveyears; provided that if the Executive was paid or earned a Bonus for any fiscal year that was pro rated based on partial year's ’s employment, such Bonus shall be annualized for purposes of calculating Base Period Income. Notwithstanding the above, Executive shall be entitled to include the Bonuses for the three highest of the last five completed years for purposes of this calculation; or (ii) if Executive earned no Bonus for any fiscal year prior to the year in which his employment with was employed by the Company terminatesfor less than one entire fiscal year, 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 ; provided that if the “target” Bonus is pro rated based on a partial year’s employment, such “target” Bonus shall be determined in accordance with section 1.2(d), including provisions that specify an amount to be used in lieu annualized for purposes 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:calculating Base Period Income.

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 followsfollowsw: (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. 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: