Average Annual Taxable Compensation

Average Annual Taxable Compensation. Means the average annual compensation of the Executive from the Bank over the three (3) most recent taxable years (or shorter time of Executive's employment on an annualized basis) preceding the year in which the Change of Control occurs, which is includable in gross income for federal income tax purposes, including base salary and bonus compensation, but excluding any contributions made for the Executive's benefit to any qualified pension or profit sharing plan (including a 401(k) plan),... amounts payable to or deferred at the election of the Executive under any other deferred compensation plan which are not taxable to the Executive prior to the date of the Executive's Termination, and any other non-taxable fringe benefits. For purpose of determining the Executive's Average Annual Taxable Compensation, pursuant to Section 2(a) above, compensation paid during less than all of a taxable year shall be annualized based on the intent that Executive shall be entitled to the benefits of this Agreement immediately upon the date of this Agreement. View More