Average Compensation; Allowed Bonus

Average Compensation; Allowed Bonus. "Average Compensation" means (i) the sum of Executive’s annual base salary and Allowed Bonus, if any, paid 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). For the purpose of computing Average Compensation, the "Allowed Bonus" shall mean, for each calendar year included in the average, the sum of the amount of cash... bonus paid in that year, if any, and the total grant date fair value of all restricted stock awards granted during that year, if any, (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); provided, however, that the Allowed Bonus included for any calendar year may not exceed 75% of Executive's annual base salary for that year. 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). View More