Common use of Catch-Up Clause in Contracts

Catch-Up. Notwithstanding the foregoing, subject to the Participant’s continued Employment through the applicable vesting date, if the portion of the EBITDA Option that is scheduled to vest in respect of a given Fiscal Year does not vest because the EBITDA Goal is not achieved or exceeded in respect of such Fiscal Year (any such Fiscal Year, a “Missed Year”), then the portion of the EBITDA Option that was eligible to vest but failed to vest due to the failure to achieve or exceed the EBITDA Goal in such Missed Year shall nevertheless vest and become exercisable if and when the Cumulative EBITDA Goal set forth on Schedule B for any completed Fiscal Year that is subsequent to any Missed Year (any such Fiscal Year, an “Achieved Year”) is achieved or exceeded, with vesting to occur on the EBITDA Option Performance Vesting Date that occurs immediately following the last day of the Achieved Year. Such EBITDA Goals shall be adjusted in good faith to reflect acquisitions, divestitures and other similar corporate transactions that would affect the EBITDA Goals.

Catch-Up. Notwithstanding the foregoing, subject to the Participant’s continued Employment through the applicable vesting date, if the portion of the EBITDA Option that is scheduled to vest in respect of a given Fiscal Year does not vest because the EBITDA Goal is not achieved or exceeded in respect of such Fiscal Year (any such Fiscal Year, a “Missed Year”), then the portion of the EBITDA Option that was eligible to vest but failed to vest due to the failure to achieve or exceed the EBITDA Goal in such Missed Year shall nevertheless vest and become exercisable if and when the Cumulative EBITDA Goal set forth on Schedule B for any completed Fiscal Year that is subsequent to any Missed Year (any such Fiscal Year, an “Achieved Year”) is achieved or exceeded, with vesting being deemed to occur on the EBITDA Option Performance Vesting Date that occurs immediately following prior to the last day of the Achieved Year. Such EBITDA Goals shall be adjusted in good faith to reflect acquisitions, divestitures and other similar corporate transactions that would affect the EBITDA Goals.

Catch-Up. Notwithstanding the foregoing, subject to the Participant’s 's continued Employment through the applicable vesting date, if the portion of the EBITDA Option that is scheduled to vest in respect of a given Fiscal Year does not vest because the EBITDA Goal is not achieved or exceeded in respect of such Fiscal Year (any such Fiscal Year, a “Missed Year”), then the portion of the EBITDA Option that was eligible to vest but failed to vest due to the failure to achieve or exceed the EBITDA Goal in such Missed Year shall nevertheless vest and become exercisable if and when the Cumulative EBITDA Goal set forth on Schedule B for any completed Fiscal Year that is subsequent to any Missed Year (any such Fiscal Year, an “Achieved Year”) is achieved or exceeded, with vesting being deemed to occur on the EBITDA Option Performance Vesting Date that occurs immediately following the last day of corresponds to the Achieved YearYear pursuant to Section 3(a)(i) above. Such EBITDA Goals shall be adjusted in good faith to reflect acquisitions, divestitures and other similar corporate transactions that would affect the EBITDA Goals.