Base Annual Compensation means the Executive’s average annualized compensation paid by the Company which was includible in the Executive’s gross income during the most recent five taxable years ending before the date of the Change in Control. The definition includes amounts includible in compensation, prior to any reduction for a salary contribution to a plan described in Section 125 of the Code or qualified under Section 401(k) of the Code, as well as any compensation included in the Executive’s “base amount” within the meaning of Section 280G of the Code.
Base Annual Compensation means the sum of (a) the Executive’s annualized monthly base salary, payable by the Company or one of its Subsidiaries, for the calendar year in which the date of the Change in Control occurs (the “Base Salary Component”), plus (b) the average annualized awards payable to the Executive under the Company’s annual cash incentive program with respect to the most recent three calendar years ended before the date of the Change in Control (the “Cash Incentive Component”). Notwithstanding the foregoing, in the event that the Executive became an “employee” (as that term is defined in the Peoples Bancorp Inc. Third Amended and Restated 2006 Equity Plan or any successor plan) of the Company or one of its Subsidiaries either during the same calendar year as the date of the Change in Control or during any of the most recent three calendar years ended before the date of the Change in Control, for purposes of determining the “Cash Incentive Component” to be used in the calculation of “Base Annual Compensation,” with respect to each of the most recent three calendar years ended before the date of the Change in Control in which either (x) the Executive was not eligible to receive an award under the Company’s annual cash incentive program because the Executive was not employed by the Company or any of its Subsidiaries on or before the last day the Executive was required to be employed in order to be eligible to receive an award for such calendar year or (y) the Executive was eligible to receive only a partial or pro rata award under the Company’s annual cash incentive program because the Executive was employed by the Company or one of its Subsidiaries for less than the full calendar year, the greater of: (A) the amount of the actual award payable to the Executive under the Company’s annual cash incentive program with respect to the calendar year described in clause (x) or clause (y) of this Section 1.2 or (B) the amount of the Executive’s target payout potential under the Company’s annual cash incentive program in which the Executive is participating or would have been eligible to participate during the calendar year in which the Change in Control occurs, shall be used for each calendar year described in clause (x) or clause (y) of this Section 1.2 when calculating the average annualized awards under the “Cash Incentive Component” instead of the amount of the actual award, if any, payable to the Executive under the Company’s annual cash incentive program for such calendar ...
Base Annual Compensation means (a) with respect to the CEO and CSSO, the sum of the Participant’s gross annual base salary and target annual incentive bonus, and (b) with respect to all other Participants, such Participant’s gross annual base salary, in each case as in effect immediately prior to the Participant’s Termination of Employment or as in effect immediately prior to any reduction in the Participant’s Base Annual Compensation that results in the Participant’s Termination of Employment for Good Reason.
Examples of Base Annual Compensation in a sentence
The benefit under this Section 2.1 is two (2) times the Executive’s Base Annual Compensation at the date of the Change of Control.
Upon a termination after a Change of Control as provided in Section 7(a), the Executive will receive a Change of Control Benefit equal to the greater of (i) two (2) times the Executive's Base Annual Compensation as defined in Section 7(c) at the date of the Change of Control assuming the individual is in good employment or (ii) the amount payable to the Executive as provided in Section 5(c).
The Base Annual Compensation may be increased, in the discretion of the Company’s Compensation Committee, on the first and second anniversaries of the Effective Date of this Agreement.
The benefit under this Section 2.1 is: two (2) times the Executive's Base Annual Compensation at the date of the Change of Control.
The Base Annual Compensation may be increased, in the discretion of the Company’s Compensation Committee, with reference to the increase in base compensation given, in the same time period, to the Company’s employees and other senior executive officers and such other factors as may be considered by the Company’s Compensation Committee, in its sole discretion.
More Definitions of Base Annual Compensation
Base Annual Compensation means the regular basic salary of the Participant (before any deductions for a 401(k) Plan or any other deferred income) actually paid for the services rendered during any applicable calendar year. However, it shall exclude any bonuses, overtime, fringe or supplemental compensation or any payments from prior periods of any amounts that have been deferred at the request of the employee.
Base Annual Compensation shall be the sum of (a) the Employee's base annual salary at the highest rate in effect during the year of the Termination Date plus (b) the greater of (x) the Employee's cash incentive bonus compensation for the full year immediately preceding the Termination Date or (y) in cases in which the Termination Date occurs during 1997 or 1998, the Minimum Bonus Compensation, and (z) in cases in which the Termination Date occurs during the period from January 1, 1999 through March 8, 2003, an amount equal to the Employee's cash bonus incentive compensation pursuant to Section 4 hereof for the immediately preceding full year prior to the Termination Date. The Termination Payment shall be paid at the option of the Employer either (a) in equal monthly installments over the remaining months of the Benefit Period, or (b) (x) in a lump sum equal to the lesser of the Termination Payment or the Employee's Base Annual Compensation, payable within thirty (30) days of the Termination Date, and (y) the amount, if any, by which the Termination Payment exceeds such lump sum payment made, in equal monthly installments commencing one (1) year after the Termination Date and ending in the last month of the Benefit Period.
Base Annual Compensation shall, as determined on the Termination Date, be equal to the greater of (i) Executive's Base Salary on the date of the earliest Change of Control to occur during the 18-month period prior to the Termination Date plus any bonuses or special incentive payments received in the 12 months prior to such Change of Control or (ii) Executive's Base Salary on the Termination Date plus any bonuses or special incentive payments received in the 12 months prior to the Termination Date.
Base Annual Compensation means the annual compensation (excluding Meeting Fees) payable by the Company to an Independent Director pursuant to Section 5.1 hereof for service as a director of the Company (i.e., excluding any Supplemental Annual Compensation), as such amount may be changed from time to time.
Base Annual Compensation means the Executive’s average annualized compensation paid by the Company which was includible in the Executive’s gross income during the most recent five taxable years ending before the date of the Change in Control. The definition includes amounts includible in compensation, prior to any reduction for a salary contribution to a plan described in Section 125 of the Code or qualified under Section 401(k) of the Code, as well as any compensation included in the Executive’s “base amount” within the meaning of Section 280G of the Code. Notwithstanding the foregoing, in the event that the Executive became an “employee” (as that term is defined in the Peoples Bancorp Inc. Second Amended and Restated 2006 Equity Plan) of the Company (a) during the same calendar year as the date of the Change in Control or (b) during the calendar year immediately preceding the calendar year in which the date of the Change in Control occurs, “Base Annual Compensation” for purposes of this Agreement shall mean that amount which is equal to the greatest of the following amounts, in each case as applicable: (x) the “Base Annual Compensation” of the Executive determined in accordance with the provisions of the first sentence of this Section 1.2; (y) the sum of (A) the Executive’s annualized monthly base salary paid by the Company for the calendar year in which the date of the Change in Control occurs, prior to any reduction for a salary contribution to a plan described in Section 125 of the Code or qualified under Section 401(k) of the Code, (B) the Executive’s target payout potential under the Company’s annual cash incentive program in which the Executive is participating during the calendar year in which the date of the Change in Control occurs and (C) to the extent not duplicative of the amount reflected in subclause (A) or in subclause (B) of this clause (y), any other includible compensation (as determined under the applicable provisions of the Code) paid by the Company to the Executive with respect to the calendar year in which the date of the Change in Control occurs; and (z) the sum of (A) the Executive’s annualized monthly base salary paid by the Company for the calendar year immediately preceding the calendar year in which the date of the Change in Control occurs, prior to any reduction for a salary contribution to a plan described in Section 125 of the Code or qualified under Section 401(k) of the Code, (B) the Executive’s target payout potential under the Company’s annual ...
Base Annual Compensation for Green's services shall be at the annual rate of not less than $630,000. The Base Annual Compensation shall be paid to Green by NAVTEQ in twenty-six (26) equal bi-weekly installments each year. The Board shall review the Base Annual Compensation on an annual basis. The Board shall have the right, but not the obligation, to increase (but not decrease) Green's Base Annual Compensation from time to time, as it sees fit, and any increased amount shall thereafter be Green's "Base Annual Compensation" hereunder.