Average Annual Incentive Compensation definition

Average Annual Incentive Compensation means the sum of Average Short Term Incentive Compensation, as defined in clause (a) below, and Average Long Term Incentive Compensation, as defined in clause (b) below.
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Average Annual Incentive Compensation means the average of the three (3) greatest amounts of Annual Incentive Compensation out of the five (5) calendar years prior to the year in which a Termination Date occurs.
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Average Annual Incentive Compensation means the Average Annual Incentive Compensation multiplied by two.
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Examples of Average Annual Incentive Compensation in a sentence

  • The term "Average Annual Incentive Compensation" means the sum of Average Short Term Incentive Compensation, as defined in clause (a) below, and Average Long Term Incentive Compensation, as defined in clause (b) below.

  • Except as otherwise provided in Section 2.3, Key shall cause the Executive to receive, during the Guaranteed Compensation Period, as incentive compensation, an amount that, on an annualized basis, is at least equal to the Executive’s Average Annual Incentive Compensation.

  • The Company, at its option, shall pay to the Executive or his legal representative the sums payable to such Executive or his legal representative on account of the portion of Severance Compensation consisting of (y) base salary either in a lump sum or in monthly increments payable on the first day of each month over the succeeding twelve (12) month period; and (z) the Average Annual Incentive Compensation within thirty (30) days after the effective date of termination.

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  • Upon termination of the employment of Executive due to death or Disability during the Term, Company shall pay an amount equal to all accrued but unpaid Base Salary through the date of termination of employment, plus a portion of the Average Annual Incentive Compensation (as defined in Section 10.2(d) below) pro-rated for the year through the date of termination.

  • Except as otherwise provided in Section 2.3, Key shall cause the Executive to receive, during the Guaranteed Compensation Period, as incentive compensation, an amount that, on an annualized basis, is at least equal to the Executive's Average Annual Incentive Compensation.

  • Upon termination of the employment of Executive due to death or Disability during the Term, Company shall pay an amount equal to all accrued but unpaid Base Salary through the date of termination of employment, plus a portion of the Average Annual Incentive Compensation (as defined in Section 12.2(d) below) pro-rated for the year through the date of termination.

  • Except as otherwise provided in Section 5.3, the Surviving Entity shall cause Mxxxx to receive, during the Guaranteed Compensation Period, as incentive compensation, an amount that, on an annualized basis, is at least equal to Mxxxx’x Average Annual Incentive Compensation.

  • The Average Annual Incentive Compensation shall be the average of the Annual Incentive Compensation earned for the two preceding calendar years.

  • Upon termination of the employment of Executive due to death or Disability during the Term, Company shall pay an amount equal to all accrued but unpaid Base Salary through the date of termination of employment, plus a portion of the Average Annual Incentive Compensation (as defined in Section 10.2(d) below) pro-rated for the year through the date of termination, and all Time-Based RSUs shall become vested to the extent they are not already vested.


More Definitions of Average Annual Incentive Compensation

Average Annual Incentive Compensation means: (i) the average of the Annual Incentive Compensation earned and certified by the Compensation Committee of the Board for the Executive for the three (3) fiscal years preceding the year in which a Termination Date occurs; (provided that, for purposes of this Section 1(c), if a fiscal year is less than 12 complete months, the bonus will be annualized by dividing the bonus amount for such year by the fraction the numerator of which is the number of days constituting such short fiscal year and the denominator of which is 365); (ii) if the Executive has been employed by the Company and the Annual Incentive Compensation that has been earned and certified by the Compensation Committee of the Board for the Executive for fewer than three (3) fiscal years, the average of the Annual Incentive Compensation that has been earned and certified by the Compensation Committee of the Board for the Executive for the number of fiscal years through the Termination Date; or (iii) if the Termination Date occurs prior to the date Annual Incentive Compensation is earned and certified by the Compensation Committee of the Board for the Executive for the 2007 fiscal year, the target Annual Incentive Compensation for fiscal year 2007.
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Average Annual Incentive Compensation means the greater of:
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Average Annual Incentive Compensation means the sum of
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Average Annual Incentive Compensation means the average of a Participant's two annual incentive awards under the Company's annual incentive plan earned by the Participant with respect to each of the two calendar years prior to the year of the Closing; provided, however, that (I) if the Participant has not been employed by the Company or an Affiliate for a sufficient period to have received two annual incentive awards, "Average Annual Incentive Compensation" shall mean (A) the annual incentive award that the Participant received with respect to the year prior to the year of the Closing, if the Participant received an award with respect to such year, or (B) the Participant's target annual incentive award for the year in which the Closing occurs, if the Participant has not yet received an annual incentive award from the Company or an Affiliate prior to the Closing, and (ii) for any year during which an annual incentive award was prorated because the Participant was employed by the Company or an Affiliate for a period of less than a full year, such award shall be annualized for purposes of determining the Participant's "Average Annual Incentive Compensation". The Administrator's determination of a Participant's Average Annual Incentive Compensation shall be binding and conclusive.
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Related to Average Annual Incentive Compensation

  • Average Incentive Compensation means the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);

  • Average Annual Bonus means the average of the annual bonuses (if any) from the Company earned by the Executive with respect to the Bonus Fiscal Years during all or any portion of which the Executive was employed by the Company; and, provided, further, that, if the Executive was not employed by the Company during all or any portion of any of the Bonus Fiscal Years, “Average Annual Bonus” means zero.

  • Average Annual Compensation shall be an amount equal to the annual average of the sums of (x) the Executive’s annual Base Salary from the Company plus (y) the amount of Incentive Awards accrued by TNS for the Executive, in each case for the three calendar years that ended immediately before (or, if applicable, coincident with) the Change in Control Date;

  • Target Annual Bonus has the meaning set forth in Subsection 3b.

  • Bonus Compensation shall have the meaning set forth in Section 3(b).

  • Incentive Pay means an annual amount equal to the aggregate annual bonus, in addition to Base Pay, made or to be made in regard to services rendered in any calendar year or performance period pursuant to any bonus plan of the Company.

  • Annual Bonus shall have the meaning set forth in Section 4(b) hereof.

  • Pro Rata Annual Bonus means the amount of Annual Bonus, multiplied by a fraction, the numerator of which is the number of days in such year during which the Executive was actually employed by the Company (or its predecessor) and the denominator of which is 365.

  • Clawback Eligible Incentive Compensation means all Incentive-based Compensation Received by an Executive Officer (i) on or after the effective date of the applicable Nasdaq rules, (ii) after beginning service as an Executive Officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period (as defined below).

  • Bonus means the bonus described in the Section 2.3.

  • Average Compensation means the average of your W-2 wages from the Company for the five (5) calendar years completed immediately prior to the calendar year in which the Change in Control is effected. Any W-2 wages for a partial year of employment will be annualized, in accordance with the frequency which such wages are paid during such partial year, before inclusion in Average Compensation.

  • Annual Incentive Award means an Award made subject to attainment of performance goals (as described in Section 14) over a performance period of up to one year (the Company’s fiscal year, unless otherwise specified by the Committee).

  • Annual Incentive Plan means the Cinergy Corp. Annual Incentive Plan or any similar plan or successor to the Annual Incentive Plan.

  • Highest Average Compensation means the average Compensation for the three (3) consecutive years of Service with the Employer that produces the highest average. A Year of Service with the Employer is the twelve (12) consecutive month period identical to the Plan Year.

  • Incentive Compensation Plans means annual incentive compensation plans and long‑term incentive compensation plans of the Company, which long‑term incentive compensation plans may include plans offering stock options, restricted stock and other long‑term incentive compensation.

  • Incentive Compensation means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

  • Target Bonus means the target Bonus established for Executive, whether expressed as a percentage of Base Salary or a dollar amount.

  • Base Annual Salary means the annual cash compensation relating to services performed during any calendar year, whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, excluding bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, directors fees and other fees, automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base Annual Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 132(f), 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that, had there been no such plan, the amount would have been payable in cash to the Employee.

  • Annual Compensation means the wages paid to the member during covered employment within the meaning of Section 3401(a) of the Internal Revenue Code, but determined without regard to any rules that limit the remuneration included in wages based upon the nature or location of employment or services performed during the plan year plus amounts excluded under Section 414(h)(2) of the Internal Revenue Code and less reimbursements or other expense allowances, cash, or noncash fringe benefits or both, deferred compensation, and welfare benefits. Annual compensation for determining benefits during any determination period may not exceed the maximum compensation allowed as adjusted for cost of living in accordance with §5-10D-7 of this code and Section 401(a)(17) of the Internal Revenue Code.

  • Incentive Compensation Awards means awards granted under Incentive Compensation Plans providing the Executive with the opportunity to earn, on a year‑by‑year basis, annual and long‑term incentive compensation.

  • Basic Compensation means Salary and Benefits.

  • Incentive Compensation Plan means any plan, agreement or other arrangement that provides for the grant or issuance of equity or equity-based awards and that is now in effect or is hereafter adopted by the Company or the Manager for the benefit of any of their respective employees or other service providers (including directors, advisers and consultants), or the employees or other services providers (including directors, advisers and consultants) of any of their respective Affiliates or Subsidiaries.

  • Compensation Year means a period of 12 months expiring 31 March in any year;

  • Incentive Bonus means a bonus opportunity awarded under Section 9 pursuant to which a Participant may become entitled to receive an amount based on satisfaction of such performance criteria as are specified in the Award Agreement.

  • Target Bonus Amount means Executive’s target annual bonus amount in effect at the time of Executive’s Qualifying Termination (disregarding any decrease in such target annual bonus amount that constitutes a Good Reason event).

  • Cash Bonus means an award of a bonus payable in cash pursuant to Section 10 hereof.