Base Compensation

Base Compensation. The amount equal to the sum of (i) the greater of Executive's then-current Annual Base Salary or Executive's Annual Base Salary as of the date one (1) day prior to the Change of Control; and (ii) the average of the Incentive Bonus paid (or payable) for the three (3) most recently completed fiscal years of the Company.

Base Compensation. The Participant's annual base salary rate in effect immediately prior to a Qualifying Termination, disregarding any reduction which gives rise to Good Reason.

Base Compensation. Means the Executive's monthly base salary paid by the Company for services performed calculated as the average base salary for the six (6) months completed prior to the Termination Date. If the Executive has not been employed by the Company for six (6) complete months prior to the Termination Date, Base Compensation shall be calculated as the average base salary for the period of the Executive's employment.

Base Compensation. Shall mean the base salary the Corporation pays the Employee for his services immediately prior to an Involuntary Termination. -3-

Base Compensation. Shall mean Executive's annual base compensation payable by the Company.

Base Compensation. Means the sum of (i) the Executive's annual salary in effect on the earlier of the Change of Control Date and the Termination Date and (ii) 100% of the target under the bonus plan for the fiscal year during which the Change of Control Date occurs.

Base Compensation. Employee's rate of annual salary, as in effect for the twelve-month period ending on the date six months prior to any Change of Control or on the Date of Termination, whichever is higher. In no event shall Base Compensation be less than $190,000 for purposes of Severance Benefit calculations. Base Compensation does not include elements such as bonuses, reimbursement of interest paid on guaranteed loans, auto allowances, nor any income from equity based compensation, such as may result from the... exercise of stock options or stock appreciation rights, or the receipt of restricted stock awards or the lapse of the restrictions on such awards. If Employee is employed by the Company and/or any of its subsidiaries for less than one full calendar year immediately preceding the Change of Control, Employee's "highest annual bonus" will be determined by annualizing the bonus earned during employee's period of employment. View More

Base Compensation. Means the Executive's annual base salary paid by the Company for services performed as in effect on the Termination Date.

Base Compensation. Shall consist of: (i) The Executive's monthly gross salary for the last full month preceding the Executive's Qualifying Termination or for the last full month preceding the Change in Control, whichever is higher. If Executive has elected to accelerate or defer salary (including the Executive's pre-tax contributions under the Ralcorp Holdings, Inc. Savings Investment Plan and under any benefit plan complying ... with Section 125 of the Code and deferrals pursuant to the Executive Savings Investment Plan, and any successor plans thereto), said monthly gross salary shall be calculated as if there had been no acceleration or deferral. (ii) one-twelfth the higher of (x) the bonus to which the Executive would be entitled in the fiscal year in which a Qualifying Termination occurred after assuming all performance targets (personal and Company targets) were achieved at a level of 100% or (y) the Executive's last annual bonus paid by the Company, whether paid or deferred, preceding the Executive's Qualifying Termination or the Change in Control, whichever is higher. View More

Base Compensation. Means annual or annualized base compensation, exclusive of overtime, bonuses, contributions to employee benefit plans, or other fringe benefits.