Common use of Total Incentive Compensation Clause in Contracts

Total Incentive Compensation. (i) During the Employment Period, in addition to the Base Salary, the Executive shall be afforded the opportunity to (x) receive an annual bonus in an amount which provides the Executive with at least the same bonus opportunity as other executives of the Company and Affiliates of a rank comparable to that of the Executive, and (y) participate in all long-term incentive compensation programs for key executives, including but not limited to those awards or grants made in the form of cash, stock awards, restricted stock, stock options, and other forms of long-term incentive compensation ("Long-Term Compensation"), at a level that is at least commensurate with the level made available from time to time to executives of the Company and Affiliates of a rank comparable to that of the Executive. (ii) For each fiscal year that ends during the Employment Period, the aggregate of the value of the annual bonus awarded or granted to the Executive attributable to that fiscal year (the "Annual Bonus") plus the value of the Long-Term Compensation ("Total Incentive Compensation") awarded or granted to the Executive attributable to that year, shall be no lower than the aggregate value of Total Incentive Compensation awarded or granted to the Executive attributable to any of the prior three (3) fiscal years. (iii) If any fiscal year commences but does not end during the Employment Period, the Executive shall be awarded or granted at least a pro-rated Annual Bonus attributable to the portion of the fiscal year occurring during the Employment Period, and such amount shall be no lower than the same pro-rated portion of the any of the three (3) prior Annual Bonuses awarded or granted to the Executive attributable to complete fiscal years. (iv) Each Annual Bonus shall be paid as soon as practicable following the year for which the amount (or any prorated portion) is awarded or granted, unless electively deferred by the Executive pursuant to any deferral programs or arrangements that the Company may make available to the Executive. (v) For all purposes of determining the value of Total Incentive Compensation or any of its components pursuant to this Section 5(b), (w) all compensation awarded or granted to the Executive (or, with reference to Section 5(b)(i), which the Executive has the opportunity to receive) prior to the beginning of the Employment Period shall be valued using the methods as were used by the Company or Affiliate (as applicable) in valuing that compensation for purposes of communicating that annual Total Incentive Compensation to the Executive in writing; (x) all compensation awarded or granted to the Executive (or, with reference to Section 5(b)(i), which the Executive has the opportunity to receive) during the Employment Period shall be valued using the same methods as were used by the Company or Affiliate (as applicable) in valuing compensation for purposes of communicating annual Total Incentive Compensation to the Executive in writing for the final fiscal year that began prior to the Employment Period and, should that communication fail to value a particular form of compensation that must be valued for purposes of this Section 5(b)(x), otherwise using such methods as were presented or produced by the Board or the committee thereof charged with responsibility for executive compensation in writing in valuing the executive compensation programs of enterprises competitive to the Company or any Affiliates for the final fiscal year that began prior to the Employment Period; (y) with regard to fiscal years or portions thereof during to the Employment Period, only to the extent those awards or grants provided to the Executive within that fiscal year or in the first quarter of the following fiscal year free of Company or Affiliate discretion to reduce the amount or value of the award or grant shall such awards or grants be attributable to fiscal years or portions thereof; and (z) notwithstanding any other subclause of this Section 5(b)(v), with regard to the Metropolitan Life Insurance Company Long-Term Performance Compensation Plan, opportunities set shall be considered to constitute awards or grants and such opportunities set within four months after the end of the fiscal year shall be attributed to the prior fiscal year.