Common use of Final Average Earnings Clause in Contracts

Final Average Earnings. The Executive’s Final Average Earnings for purposes of subsection 2(b) above shall equal the quotient of (i) the sum of (A) the Executive’s Annual Base Salary (as defined below) for the 5 Years prior to the Executive’s Date of Termination plus (B) the Executive’s target cash bonus with respect to the calendar year ending in each such Year (notwithstanding when such bonus is paid or payable and specifically excluding any equity-based awards), divided by (ii) 5. “Annual Base Salary” shall mean the base rate of cash compensation payable by the Company to or for the benefit of the Executive for services rendered, including base pay the Executive could have received in cash in lieu of deferrals pursuant to any non-qualified deferred compensation plan or pursuant to any pre-tax contribution made on the Executive’s behalf to any qualified plan maintained by the Company pursuant to a cash or deferred arrangement (as defined under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”)), under any cafeteria plan (as defined under Section 125 of the Code) or under a qualified transportation fringe benefit (as defined under Section 132(f) of the Code).

Final Average Earnings. The Executive’s 's Final Average Earnings for purposes of subsection 2(b) above shall equal the quotient of (i) the sum of (A) the Executive’s 's Annual Base Salary (as defined below) for the 5 Years prior to the Executive’s 's Date of Termination plus (B) the Executive’s 's target cash bonus with respect to the calendar year ending in each such Year (notwithstanding when such bonus is paid or payable and specifically excluding any equity-based awards), divided by (ii) 5. “"Annual Base Salary” " shall mean the base rate of cash compensation payable by the Company to or for the benefit of the Executive for services rendered, including base pay the Executive could have received in cash in lieu of deferrals pursuant to any non-qualified deferred compensation plan or pursuant to any pre-tax contribution made on the Executive’s 's behalf to any qualified plan maintained by the Company pursuant to a cash or deferred arrangement (as defined under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “"Code”")), under any cafeteria plan (as defined under Section 125 of the Code) or under a qualified transportation fringe benefit (as defined under Section 132(f) of the Code).

Final Average Earnings. The Executive’s 's Final Average Earnings for purposes of subsection 2(b2(a) above shall equal the quotient of (i) the sum of (A) the Executive’s 's Annual Base Salary (as defined below) for the 5 Years prior to the Executive’s 's Date of Termination plus (B) the Executive’s 's target cash bonus with respect to the calendar year ending in each such Year (notwithstanding when such bonus is paid or payable and specifically excluding any equity-based awards), divided by (ii) 5. “"Annual Base Salary” " shall mean the base rate of cash compensation payable by the Company to or for the benefit of the Executive for services rendered, including base pay the Executive could have received in cash in lieu of deferrals pursuant to any non-qualified deferred compensation plan or pursuant to any pre-tax contribution made on the Executive’s 's behalf to any qualified plan maintained by the Company pursuant to a cash or deferred arrangement (as defined under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “"Code”")), under any cafeteria plan (as defined under Section 125 of the Code) or under a qualified transportation fringe benefit (as defined under Section 132(f) of the Code).