Average Compensation. “Average Compensation” means (i) the sum of Executive’s annual base salary and cash bonuses, if any, paid in each of the most recent three complete calendar years of Executive's employment by the Corporation and the total grant date fair value of all restricted stock awards (calculated as the fair market value of each share of restricted stock on the date of the award multiplied by the number of shares awarded), if any, awarded in each of the most recent three complete calendar years of Executive’s employment by the Corporation divided by (ii) three (or the lesser number of complete calendar years for which Executive has been employed by the Corporation). Average Compensation shall not include any amount, other than base salary, cash bonuses and restricted stock, included in Executive’s taxable compensation for federal income tax purposes (for example, taxable income for taxable fringe benefits, previously deferred compensation, restricted stock vesting or gain realized upon exercise of stock options are not included).
Appears in 2 contracts
Sources: Change in Control Agreement (Macatawa Bank Corp), Change in Control Agreement (Macatawa Bank Corp)