Common use of Adjustments to Non-GAAP EBITDA Clause in Contracts

Adjustments to Non-GAAP EBITDA. If applicable to the Company for purposes of calculating Non-GAAP EBITDA for the Performance Measurement Period, the Company, or Committee if the Grantee is a Covered Employee, shall adjust Non-GAAP EBITDA to exclude the following: (i) restructuring, asset impairments and other, net; (ii) goodwill and intangible asset impairment; (iii) interest expense and interest income; (iv) income tax provision; (v) net income attributable to non-controlling interests; (vi) depreciation and amortization; (vii) actuarial gains or losses on pension plans and other pension benefits; (viii) gain or loss on acquisitions; (ix) gain or loss on debt repurchase, debt exchange, early extinguishment of debt, etc.; (x) expensing of inventory fair market value step up; (xi) extraordinary items; (xii) non-cash SANYO Semiconductor Products Group integration related asset write-downs and impairments; and (xiii) unusual/non-recurring material items; provided, however, that if the Grantee is a Covered Employee any adjustment for unusual/non-recurring material items shall not increase the amount payable for the Award. For the avoidance of doubt, Non-GAAP EBITDA, as adjusted, shall specifically include merger and acquisition related operations and activities of the Company, including SANYO Semiconductor. Each of the preceding adjustments, if any, shall be made solely for the purpose of providing a consistent basis for the calculation of the Performance Goals in order to prevent the dilution or enlargement of the Grantee’s rights with respect to the Award.

Adjustments to Non-GAAP EBITDA. If The non-GAAP EBITDA of the Company shall be adjusted to exclude the following, without duplication and if applicable to the Company for purposes of calculating Nonnon-GAAP EBITDA for the Performance Measurement Period, the Company, or Committee if the Grantee is a Covered Employee, shall adjust Non-GAAP EBITDA to exclude the followingrelevant year: (i) in-process research and development expense; (ii) restructuring, asset and goodwill impairments and other, net; (ii) goodwill and intangible asset impairment; (iii) interest expense and interest incomegain (loss) on debt prepayment; (iv) income tax provisioninventory step up from purchase accounting; (v) net income attributable to non-controlling interestsminority interest; and (vi) depreciation and amortization; (vii) actuarial gains any other extraordinary or losses on pension plans and other pension benefits; (viii) gain or loss on acquisitions; (ix) gain or loss on debt repurchase, debt exchange, early extinguishment of debt, etc.; (x) expensing of inventory fair market value step up; (xi) extraordinary items; (xii) non-cash SANYO Semiconductor Products Group integration related asset write-downs and impairments; and (xiii) unusual/non-recurring material items; provided, however, that if unusual item as approved by the Grantee is a Covered Employee any adjustment for unusual/non-recurring material items shall not increase the amount payable for the AwardCompensation Committee. For the avoidance of doubt, Non-GAAP EBITDA, as adjusted, shall specifically include merger and acquisition related operations and activities activity of the Company. In addition, including SANYO Semiconductorthe Compensation Committee may, but only within the time prescribed by Section 162(m) of the Code if the Grantee is a Covered Employee, adjust either the Minimum Performance Measure for Adjusted Non-GAAP EBITDA or Maximum Performance Measure for Adjusted Non-GAAP EBITDA, as it deems appropriate in its sole discretion, to exclude the effect (whether positive or negative) of any of the following types of events or matters with respect to the Company occurring after the Grant Date of the Award: other unusual or infrequent matters or events, or special items similar to the items that the Company excludes or includes (as applicable) when calculating its Adjusted Non-GAAP EBITDA. Each of the preceding adjustmentssuch adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of the Minimum Performance Goals Measure and Maximum Performance Measure in order to prevent the dilution or enlargement of the Grantee’s rights with respect to the Award.