Executive shall be paid an amount equal to the greater of # the Executive’s target annual incentive bonus in effect as of Executive’s Date of Termination (or, if Executive’s target annual incentive bonus has not yet been established for, or has been reduced during, the then current fiscal year, then Executive’s target annual incentive bonus in effect as of the last day of the prior fiscal year), multiplied by a fraction (the “Pro Rata Fraction”), the numerator of which is the number of days that have elapsed in the then current fiscal year through Executive’s Date of Termination and the denominator of which is 365, or # the annual incentive bonus that would be paid or payable to Executive under the Incentive Plan based upon the Company’s actual performance for such fiscal year multiplied by the Pro Rata Fraction.