Average Total Compensation definition
Average Total Compensation means the sum of the amounts determined under clauses (i) and (ii) below.
(i) The higher of the Executive's annual base salary (without giving effect to any elected deferrals to a plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code") or any similar qualified or nonqualified plan) in effect on (x) the day immediately prior to the day on which the Change in Control occurred, or (y) the Executive's Resignation Date or Termination Date, as the case may be. -33- (ii)(a) If the Executive has been employed by the Company for the last three full consecutive calendar years, the average of the two highest aggregate short-term annual incentive awards received by the Executive under the Incentive Compensation Plan attributable to services performed by the Executive during any calendar year in the last five full calendar years (without regard to when such awards were paid or accrued); or (ii)
(b) If the Executive has been employed by the Company for at least one, but less than three full consecutive calendar years, the average of the aggregate short-term annual incentive awards received by the Executive under the Incentive Compensation Plan attributable to services performed by the Executive during each full calendar year he has been employed by the Company (without regard to when such awards were paid or accrued); or (ii)
(c) If the Executive has been employed by the Company for less than one full calendar year, the greater of (x) his guaranteed annual incentive compensation or (y) the aggregate short-term annual incentive awards to which the Executive would have been entitled under the Incentive Compensation Plan of which the Executive was a participant on the Termination Date or Resignation Date, as the case may be, if he had worked for one full calendar year at the base salary determined under clause (i) above.
Average Total Compensation means the average of the Executive's annual compensation over the five calendar years ending prior to the date of a Statutory Change in Control (or such shorter period of time during which the Executive is employed by the Company). Average Total Compensation shall be determined by taking into account all of the compensation payable to the Executive by the Company (including any pre-tax contributions made to a cafeteria plan or a Section 401(k) plan), and shall be determined pursuant to Section 280G of the Code. If the five calendar year period includes a calendar year in which the Executive was not employed for the entire year, the Executive's compensation for such calendar year shall be annualized.
Average Total Compensation. The "Average Total Compensation" shall be the quotient obtained by dividing three (3) into the sum of the Base Salary plus the additional compensation paid pursuant to Sections 3.2 through 3.4 hereof with respect to each of the "Three Highest Years." The "Three Highest Years" are those three calendar years of the six calendar years most recently preceding the date of ▇▇▇▇▇▇▇▇▇▇▇'▇ termination of employment (which shall include the calendar year in which ▇▇▇▇▇▇▇▇▇▇▇'▇ employment terminates if his employment terminates on the last day of a calendar year) for which such sum is greatest. Such percentage shall equal 67% in the event ▇▇▇▇▇▇▇▇▇▇▇ continues to work until he reaches age 65 and, if ▇▇▇▇▇▇▇▇▇▇▇'▇ employment terminates before he reaches age 65, such percentage shall be reduced by two (2) percentage points for each full year that his termination of employment precedes the date he reaches age 65. If ▇▇▇▇▇▇▇▇▇▇▇'▇ termination of employment occurs on a date other than his birthday, the two (2) percentage point reduction shall be prorated on a monthly basis.
Examples of Average Total Compensation in a sentence
Highest Average Total Compensation shall be determined by computing the Executive's Total Yearly Compensation (as hereinafter defined) for each of the then-preceding five calendar years and by averaging the three highest of the Total Yearly Compensations thus calculated.
An amount equal to the Executive's Average Total Compensation, multiplied by the length in years, including fractional years, of the Benefit Period.
An amount equal to the Executive's Average Total Compensation, multiplied by the length, by a year or a fractional year, of the Benefit Period.
Additionally, if, during the New Position Requirement Period or the Position Maintenance Period, the Average Total Compensation of the new, full time, permanent positions is less than $90,000 , the Company shall reimburse the Commission in accordance with the formulas set forth in Schedule 1 attached to the Grant Agreement.
Accordingly, the Company agrees that it intends to have a minimum of __50___, full time, permanent positions, with an Average Total Compensation of $__90,000_____, over the next ____48 months____ (New Position Requirement Period).
More Definitions of Average Total Compensation
Average Total Compensation. The "Average Total Compensation" shall be the quotient obtained by dividing three (3) into the sum of the Base Salary plus the additional compensation paid pursuant to Sections 3.2 through 3.4 hereof with respect to each of the "Three Highest Years." The "Three Highest Years" are those three calendar years of the five calendar years most recently preceding the date of Stonecipher's term▇▇▇▇▇▇▇ ▇▇ ▇▇ployment (which shall include the calendar year in which Stonecipher's empl▇▇▇▇▇▇ ▇▇▇▇▇▇ates if his employment terminates on the last day of a calendar year) for which such sum is greatest. Such percentage shall equal 67% in the event Stonecipher contin▇▇▇ ▇▇ ▇▇▇▇ until he reaches age 65 and, if Stonecipher's empl▇▇▇▇▇▇ ▇▇▇▇▇▇ates before he reaches age 65, such percentage shall be reduced by two (2) percentage points for each full year that his termination of employment precedes the date he reaches age 65. If Stonecipher's term▇▇▇▇▇▇▇ ▇▇ ▇▇ployment occurs on a date other than his birthday, the two (2) percentage point reduction shall be prorated on a monthly basis. 5.2
Average Total Compensation means the average of the total annual compensation actually paid by the Company to the Executive during the three (3) consecutive calendar years in which the Executive's total compensation from the Company was the highest. For this purpose, "total compensation" shall mean the Executive's base salary plus any bonuses earned for the year in question pursuant to Company short-term or long-term bonus incentive programs.
Average Total Compensation means one-third of the Compensation actually paid (cash or stock at fair market value) to a Participant over the 36 consecutive month period during the last 72 months of service up to and including the Termination Date which produce the highest average; provided however, the Committee in its sole discretion, to rectify an inequity, may permit a bonus earned but not paid during such 36 consecutive month period to be substituted for the first bonus paid during such period; and provided further, that, for purposes of this Plan, Compensation which is deferred upon the election of a Participant pursuant to a qualified or non-qualified plan or arrangement of NCR, or a subsidiary or Affiliate thereof, shall be treated as paid in the month in which it is earned.
Average Total Compensation means, as of any date, the average obtained by dividing X/Y, where “X” equals the aggregate amount of Base Salary, Annual Bonus and Incentive Award paid to Executive for the preceding two (2) calendar years, and “Y” equals two (2). For this purpose, the amount of each of the relevant Incentive Awards will include both the cash and equity component of the Incentive Award (without double
Average Total Compensation means, at any date of determination, the average annual total salary, bonus and other annual compensation, in each case as defined for purposes of Item 402 of Regulation S-K under the Securities Act of 1933, for the three fiscal years immediately preceding such date.
Average Total Compensation means the average Total Annual Compensation paid or payable to Executive over the three (3) fiscal years immediately preceding the fiscal year either in which Executive's employment with the Company is terminated or during which a Change in Control occurs, as applicable.
Average Total Compensation shall be the quotient obtained by dividing three (3) into the sum of the Base Salary plus the additional compensation paid pursuant to Sections 3.2 through 3.4 hereof with respect to each of the "Three Highest Years." The "Three Highest Years" are those three calendar years of the five calendar years most recently preceding the date of Stonecipher's term▇▇▇▇▇▇▇ ▇▇ ▇▇ployment (which shall include the calendar year in which Stonecipher's empl▇▇▇▇▇▇ ▇▇▇▇▇▇ates if his employment terminates on the last day of a calendar year) for which such sum is greatest. Such percentage shall equal 67% in the event Stonecipher contin▇▇▇ ▇▇ ▇▇▇▇ until he reaches age 65 and, if Stonecipher's empl▇▇▇▇▇▇ ▇▇▇▇▇▇ates before he reaches age 65, such percentage shall be reduced by two (2) percentage points for each full year that his termination of employment precedes the date he reaches age 65. If Stonecipher's term▇▇▇▇▇▇▇ ▇▇ ▇▇ployment occurs on a date other than his birthday, the two (2) percentage point reduction shall be prorated on a monthly basis. 5.2