Final average salary means whichever of the following is greater:
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.
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.
Final Average Compensation means the aggregate amount of a member's compensation earned within the averaging period in which the aggregate amount of compensation was highest divided by the member's number of years, including any fraction of a year, of credited service during the averaging period. The averaging period shall be 36 consecutive calendar months if the member contributes to the member investment plan except for a member who contributes to the member investment plan and first became a member on or after July 1, 2010; otherwise, the averaging period shall be 60 consecutive calendar months. A member who contributes to the member investment plan and first became a member on or after July 1, 2010 shall also have an averaging period of 60 consecutive calendar months. If the member has less than 1 year of credited service in the averaging period, the number of consecutive calendar months in the averaging period shall be increased to the lowest number of consecutive calendar months that contains 1 year of credited service.
Final Average Pay means the participant’s average monthly compensation in the highest three calendar years of compensation out of five consecutive calendar years of employment during a period of eligibility service by the Company or an Affiliate. Years separated by a period of one or more calendar years when the participant has no such eligible employment shall be treated as consecutive. Additional compensation paid at retirement or other Separation from Service, such as for periods of unused vacation or sick leave, shall be attributed to calendar years by assuming that employment continued during the period based on which the compensation is measured. Severance pay shall be disregarded, except severance pay in lieu of service.
Average Monthly Compensation means the quotient determined by dividing the sum of the Employee’s then current Base Salary (as defined in Section 4.1 hereof) and the greater of the most recently paid Incentive Compensation (as defined in Section 4.2 hereof) or the average of Incentive Compensation paid over the three most recent years by twelve.
Monthly Salary Rate means the amount agreed to by the Owner that can be used on Applications for Payment throughout the Construction Phase to account for the services of Construction Manager’s salaried personnel assigned to the Project. A Monthly Salary Rate must be established for each salaried person and must be approved in writing by the Owner in advance of any Application for Payment for that person. The Monthly Salary Rate is for convenience only and any payments made for Construction Manager’s personnel are subject to audit to determine the actual cost of the wages and allowable employer contributions incurred by the Construction Manager for services performed for the Project.
Annual Earnings means your gross annual income from your Employer, not including shift differential, in effect just prior to the date of loss. It includes your total income before taxes. It is prior to any deductions made for pre-tax contributions to a qualified deferred compensation plan, Section 125 plan or flexible spending account. It does not include income received from commissions, bonuses, overtime pay or any other extra compensation or income received from sources other than your Employer.
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 Bonus means the average of the bonuses paid to Employee over the last two years (or such lesser number of years in which Employee was eligible to receive a bonus) in which the Employee was eligible to receive a bonus.
Average Monthly Limit means the maximum allowable "Average Monthly Concentration" as defined in Section 22a-430-3(a) of the RCSA when expressed as a concentration (e.g. mg/l); otherwise, it means "Average Monthly Discharge Limitation" as defined in Section 22a-430-3(a) of the RCSA.
Average weekly discharge limitation means the highest allowable average of "daily discharges'' over a calendar week, calculated as the sum of all "daily discharges'' measured during a calendar week divided by the number of "daily discharges'' measured during that week. Each of the following 7-day periods is defined as a calendar week: Week 1 is Days 1 - 7 of the month; Week 2 is Days 8 - 14; Week 3 is Days 15 - 21; and Week 4 is Days 22 - 28. If the "daily discharge" on days 29, 30 or 31 exceeds the "average weekly" discharge limitation, Ohio EPA may elect to evaluate the last 7 days of the month as Week 4 instead of Days 22 - 28. Compliance with fecal coliform bacteria or E coli bacteria limitations shall be determined using the geometric mean.
total earnings means all of the dentist's gross earnings from the practice of dentistry by him in person, and "NHS earnings" means the dentist's gross earnings from the provision by him in person of general dental services under the National Health Service (Scotland) Act 1978, as amended, including where the dentist's name is included in sub-part A of the first part, or Part A prior to 2 July 2010, of two or more dental lists in Scotland, but neither his total earnings nor his NHS earnings shall be taken to include any remuneration by way of salary;
Monthly salary means the portion of a member’s annual compensation which is paid to him or her per month.
Accrued Base Salary means the amount of Executive's Base Salary which is accrued but not yet paid as of the Date of Termination.
Average final compensation means the average annual creditable compensation of a member during
Monthly Base Salary means 1/12th of the greater of (i) Executive’s annual base salary (excluding incentive pay, premium pay, commissions, overtime, bonuses and other forms of variable compensation) as in effect on the date of a Change in Control Termination or a Covered Termination, as applicable, or (ii) in the case of a Change in Control Termination, Executive’s annual base salary (excluding incentive pay, premium pay, commissions, overtime, bonuses and other forms of variable compensation) as in effect on the date of a Change in Control.
Final Average Earnings means (a) divided by (b) as follows:
Average monthly discharge limitation means the highest allowable average of "daily discharges" over a calendar month, calculated as the sum of all "daily discharges" measured during a calendar month divided by the number of "daily discharges" measured during that month. Compliance with fecal coliform bacteria or E coli bacteria limitations shall be determined using the geometric mean.
Eligible Earnings means the Grantee's base salary (prior to any deferrals under a cash or deferred compensation plan sponsored by the Corporation or an Affiliate) paid during the Plan Year. From time to time the Plan Administrator may, in its sole discretion, establish rules for determining the amounts of Eligible Earnings for employees who become Grantees other than on the first day of a Plan Year as well as any reduction of Eligible Earnings as a result of paid leave of absences.
Average Annual Compensation For the purposes of this Agreement, “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;
Annualized means (i) with respect to the end of the first Fiscal Quarter of the Borrower ending after the Closing Date, the applicable amount for such Fiscal Quarter multiplied by four, (ii) with respect to the second Fiscal Quarter of the Borrower ending after the Closing Date, the applicable amount for such Fiscal Quarter and the immediately preceding Fiscal Quarter multiplied by two, and (iii) with respect to the third Fiscal Quarter of the Borrower ending after the Closing Date, the applicable amount for such Fiscal Quarter and the immediately preceding two Fiscal Quarters multiplied by one and one-third.
Severance Multiplier means, with respect to any termination of Employee’s employment hereunder by the Company without Cause or by Employee with Good Reason, 1; provided, however, that in the event such termination occurs within the two (2) year period following a Change in Control, the Severance Multiplier shall instead equal 2.
Core Earnings means, with respect to any Person for any period, net income determined in accordance with GAAP of such Person and its consolidated subsidiaries and excluding (but only to the extent included in determining net income for such period) (i) non-cash equity compensation expense, (ii) the expenses incurred in connection with the formation of the Sponsor and the offering in connection therewith, including the initial underwriting discounts and commissions, (iii) acquisition costs from successful acquisitions (other than acquisitions made in the ordinary course of business), (iv) real property depreciation and amortization, (v) any unrealized gains or losses or other similar non-cash items that are included in net income for the current quarter, regardless of whether such items are included in other comprehensive income or loss, (vi) extraordinary or non-recurring gains or losses and (vii) one-time expenses, charges or gains relating to changes in GAAP; provided that Core Earnings shall, solely with respect to the Core Earnings attributable to any Non Wholly-Owned Consolidated Affiliate, only include the Consolidated Group Pro Rata Share of such attributable amount.
Base Earnings means base salary and wages payable by the Company or a Participating Subsidiary to an Eligible Employee, prior to pre-tax deductions for contributions to qualified or non-qualified (under the Code) benefit plans or arrangements, and excluding bonuses, incentives and overtime pay but including commissions.
Target Bonus Percentage means, with respect to any Executive, the target bonus percentage specified for such Executive in his or her Employment Agreement.