APPLICABLE ANNUAL EARNINGS

APPLICABLE ANNUAL EARNINGS. Means the sum of a Participant's annual base salary in effect on the last day of employment with the Employer (or if greater, annual base salary in effect on the date of the Change in Control) and the Participant's Target Award (whether or not paid) for personal services on behalf of the Employer. The "Target Award" shall be the actual bonus compensation target for the calendar year during which the Change of Control occurs, or if none has been established, the bonus compensation target for the... immediately preceding calendar year. Applicable Annual Earnings shall include the Participant's current annual base salary and Target Award whether or not paid on a deferred basis, including without limitation, amounts contributed by or on behalf of the Participant under any Employer-sponsored plan, such as (i) a plan described in section 125 or 401(k) of the Internal Revenue Code of 1986, as amended, or (ii) the Company's Executive Deferral Plan. Notwithstanding the preceding provisions of this paragraph, for purposes of this Plan, the definition of Applicable Annual Earnings does not include any income attributable to stock options, stock appreciation rights, performance awards other than awards under an executive bonus plan described above, dividend credits, and restricted stock granted under, and dividends on shares acquired pursuant to, any stock option plan, restricted stock plan or performance unit plan. View More