Total Direct Compensation

Total Direct Compensation. Means the sum of (i) Executive's highest weekly Base Salary paid during the 36 months preceding his Date of Termination multiplied by 52 plus (ii) the greater of (a) his highest annual incentive or commission pay earned during any of the three (3) 12-month periods preceding the Executive's Date of Termination or (b) his weekly Base Salary as of the Date ... of Termination annualized for the year of termination multiplied by the incentive or commission pay that would have been payable had target incentive levels established in Exhibit B been earned for the year of termination. Such pay shall be determined prior to any pre-tax deferrals under the Employer's then existing deferral programs including, but not limited to, the Employer's Section 125 plan, Section 401(k) plan and deferred compensation plan. View More