Base Period Income Base Period Income" is an amount equal to Executive's "annualized includable compensation" for the "base period" as defined in Sections 280G(d)(1) and (2) of the Code and the regulations adopted thereunder. Generally, Executive's "annualized includable compensation" is the average of Executive's annual taxable income from Company for the "base period," which is the five calendar years prior to the year in which the Change of Control occurs. These concepts are complicated and technical and all of the rules set forth in the applicable regulations apply for purposes of this Agreement.
Accrued Day(s) Off means the paid day(s) off accruing to an employee resulting from an entitlement to the 38 hour week as prescribed in Clause 6. - Hours of this award.
Accrued Day Off means the paid day off accruing to an employee resulting from an entitlement to the 38 hour week as prescribed in Clause 6. - Hours of Duty, Overtime and On Call, in this award.
Bonus Amount means the greater of (i) the average annual incentive bonus earned by Executive from the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding Executive's Date of Termination (annualized in the event Executive was not employed by the Company (or its affiliates) for the whole of any such fiscal year), and (ii) the Executive's target annual incentive bonus for the year in which the Date of Termination occurs.
Accrued income means the sum of:
Section 409A Payment Date means the earlier of (a) the date of Executive’s death or (b) the date that is six months after the date of termination of Executive’s employment with the Company.
Maximum Benefit means the maximum benefit amount of each of the benefits covered under this Policy as stated in the Schedule of Benefits.
Disability allowance means monthly payments during
Deduction Limitation means the following described limitation on a benefit that may otherwise be distributable pursuant to the provisions of this Plan. Except as otherwise provided, this limitation shall be applied to all distributions that are “subject to the Deduction Limitation” under this Plan. If an Employer determines in good faith prior to a Change in Control that there is a reasonable likelihood that any compensation paid to a Participant for a taxable year of the Employer would not be deductible by the Employer solely by reason of the limitation under Code Section 162(m), then to the extent deemed necessary by the Employer to ensure that the entire amount of any distribution to the Participant pursuant to this Plan prior to the Change in Control is deductible, the Employer may defer all or any portion of a distribution under this Plan. Any amounts deferred pursuant to this limitation shall continue to be credited/debited with additional amounts in accordance with Section 3.8, even if such amount is being paid out in installments. The amounts so deferred and amounts credited thereon shall be distributed to the Participant or the Participant’s Beneficiary (in the event of the Participant’s death) at the earliest possible date, as determined by the Employer in good faith, on which the deductibility of compensation paid or payable to the Participant for the taxable year of the Employer during which the distribution is made will not be limited by Section 162(m). Notwithstanding the foregoing, the Committee shall interpret this Section in a manner that is consistent with Code Section 409A and the regulations thereunder, including without limitation guidance issued in connection with that Section.
Accrued Amount has the meaning set forth in Section 3.1(b) of this Agreement.
Maximum Basic Grant Amount’ has the same meaning as set out in item 1 of Schedule 1 of HESA;
Applicable Wages means the basic straight time wages for all hours worked, including:
Paid sick leave – means paid leave under the Emergency Paid Sick Leave Act.
Annual Leave and Clause 6.3 “Personal (Sick) Leave” of this Agreement.
Section 409A Limit means the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Company’s taxable year preceding the Company’s taxable year of Executive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated.
parental bereavement leave means leave under section 80EA of the Employment Rights Act 1996;
Reduced leave schedule means a leave schedule that reduces the usual number of hours per workweek, or hours per workday, of an employee.
Maximum Lawful Rate has the meaning set forth in Section 2.7.
Compensation Accrued at Termination means the following:
Maximum Benefit Amount means the maximum amount payable for coverage provided to You as shown in the Schedule of Benefits.
Vacation means annual vacation with pay.
Weeks Pay' means the ordinary time rate of pay for the employee concerned:
Accrued Amounts means any unpaid annual base salary accrued through the date of a Participant’s Qualifying Termination and any accrued but unpaid vacation pay.
Maximum Legal Rate means the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.
Paid leave means time away from work by an employee for which the employee receives compensation. Paid leave is limited to sick time, vacation time, compensatory time, and leave that is provided as an aggregate amount for use at the discretion of the employee for any of these purposes. Paid leave does not include paid short-term or long-term disability, catastrophic leave, or similar types of benefits.
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).