Common use of Company Sale Clause in Contracts

Company Sale. 5.1 If a Company Sale (as defined below) occurs before the Vesting Date, Recipient shall be entitled to receive an award payout no later than the earlier of fifteen (15) days following such event or the last day on which the Performance Shares could be issued so that Recipient may participate as a shareholder in receiving proceeds from the Company Sale. The amount of the award payout under this Section 5.1 shall be the greater of (a) the sum of the TSR Target Share Amount and the ROCE Target Share Amount, or (b) the amount determined using a TSR Payout Factor and a ROCE Payout Factor each calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, the TSR for the Company and each Peer Group Company for any partial fiscal year shall be determined based on the closing market prices of its stock for the twenty trading day period ending on the last day of the most recently completed fiscal quarter prior to the date of the Company Sale, before determining the Company’s TSR Percentile Rank for that partial fiscal year, and the Average TSR Percentile Rank shall be determined by averaging however many full and partial fiscal years for which a TSR Percentile Rank shall have been determined. For this purpose, the Adjusted Net Income for any partial fiscal year shall be annualized (e.g., multiplied by 4/3 if the partial period is three quarters) and the Average Adjusted Capital shall be determined based on the average of Adjusted Capital as of the last day of only those quarters that have been completed, before determining the ROCE for that partial fiscal year, and the Average ROCE shall be determined by averaging however many full and partial fiscal years for which a ROCE shall have been determined. 5.2 For purposes of this Agreement, a “Company Sale” shall mean the occurrence of any of the following events: 5.2.1 any consolidation, merger or plan of share exchange involving the Company (a “Merger”) in which the Company is not the continuing or surviving corporation or pursuant to which outstanding shares of Class A Common Stock would be converted into cash, other securities or other property; or 5.2.2 any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company.

Company Sale. 5.1 If a Company Sale (as defined below) occurs before the Vesting Date, Recipient shall be entitled to receive an award payout no later than the earlier of fifteen (15) days following such event or the last day on which the Performance Shares could be issued so that Recipient may participate as a shareholder in receiving proceeds from the Company Sale. The amount of the award payout under this Section 5.1 shall be the greater of (a) the sum of the TSR Volume Growth Target Share Amount and the ROCE Target Share Amount, or (b) the amount determined using a TSR Volume Growth Payout Factor and a ROCE Payout Factor Factor, each as modified by the TSR Modifier and calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, the TSR for the Company and each Peer Group Company for any partial fiscal year shall be determined based on the closing market prices of its stock for the twenty trading day period ending on the last day of the most recently completed fiscal quarter prior to the date of the Company Sale, before determining the Company’s TSR Percentile Rank for that partial fiscal year, and the Average TSR Percentile Rank shall be determined by averaging however many full and partial fiscal years for which a TSR Percentile Rank shall have been determined. For this purpose, the Adjusted Net Income for any partial fiscal year shall be annualized (e.g., multiplied by 4/3 if the partial period is three quarters) and the Average Adjusted Capital shall be determined based on the average of Adjusted Capital as of the last day of only those quarters that have been completed, before determining the ROCE for that partial fiscal year, and the Average ROCE shall be determined by averaging however many full and partial fiscal years for which a ROCE shall have been determined. For this purpose, the number of thousands of long tons of ferrous and nonferrous metal sales, inclusive of ferrous tons transferred to the Company’s steel mill, used to calculate Volume Growth for any partial fiscal year shall be annualized (e.g., multiplied by 4/3 if the partial period is three quarters) before determining the Volume Growth for that partial fiscal year, and the Average Volume Growth shall be determined by averaging however many full and partial fiscal years for which a Volume Growth shall have been determined. 5.2 For purposes of this Agreement, a “Company Sale” shall mean the occurrence of any of the following events: 5.2.1 any consolidation, merger or plan of share exchange involving the Company (a “Merger”) in which the Company is not the continuing or surviving corporation or pursuant to which outstanding shares of Class A Common Stock would be converted into cash, other securities or other property; or 5.2.2 any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company.

Company Sale. 5.1 If a Company Sale (as defined below) occurs before the Vesting Date, Recipient shall be entitled to receive an award payout no later than the earlier of fifteen (15) days following such event or the last day on which the Performance Shares could be issued so that Recipient may participate as a shareholder in receiving proceeds from the Company Sale. The amount of the award payout under this Section 5.1 shall be the greater of (a) the sum of the TSR Target Share Amount and the ROCE CFROI Target Share Amount, or (b) the amount determined using a TSR Payout Factor and a ROCE CFROI Payout Factor each calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, the TSR for the Company and each Peer Group Company for any partial fiscal year shall be determined based on the closing market prices of its stock for the twenty trading day period ending on the last day of the most recently completed fiscal quarter prior to the date of the Company Sale, before determining the Company’s TSR Percentile Rank for that partial fiscal year, and the Average TSR Percentile Rank shall be determined by averaging however many full and partial fiscal years for which a TSR Percentile Rank shall have been determined. For this purpose, the Adjusted Net Income Cash Flow for any partial fiscal year shall be annualized (e.g., multiplied by 4/3 if the partial period is three quarters) and the Average Adjusted Capital shall be determined based on the average of Adjusted Capital as of the last day of only those quarters that have been completed, before determining the ROCE CFROI for that partial fiscal year, and the Average ROCE CFROI shall be determined by averaging however many full and partial fiscal years for which a ROCE CFROI shall have been determined. 5.2 For purposes of this Agreement, a “Company Sale” shall mean the occurrence of any of the following events: 5.2.1 any consolidation, merger or plan of share exchange involving the Company (a “Merger”) in which the Company is not the continuing or surviving corporation or pursuant to which outstanding shares of Class A Common Stock would be converted into cash, other securities or other property; or 5.2.2 any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company.

Company Sale. 5.1 If a Company Sale (as defined below) occurs before the Vesting Date, Recipient shall be entitled to receive an award payout no later than the earlier of fifteen (15) days following such event or the last day on which the Performance Shares could be issued so that Recipient may participate as a shareholder in receiving proceeds from the Company Sale. The amount of the award payout under this Section 5.1 shall be the greater of (a) the sum of the TSR Target Share Amount and the ROCE CFROI Target Share Amount, or (b) the amount determined using a TSR Payout Factor and a ROCE CFROI Payout Factor each calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, the TSR for the Company and each Peer Group Company for any partial fiscal year shall be determined based on the closing market prices of its stock for the twenty trading day period ending on the last day of the most recently completed fiscal quarter prior to the date of the Company Sale, before determining the Company’s TSR Percentile Rank for that partial fiscal year, and the Average TSR Percentile Rank shall be determined by averaging however many full and partial fiscal years for which a TSR Percentile Rank shall have been determineddetermined using the relative weightings of the three fiscal years set forth in Section 2.2.2. For this purpose, the Adjusted Net Income Cash Flow for any partial six-month period shall be doubled, the Adjusted Cash Flow for any partial fiscal year shall be annualized (e.g., multiplied by 4/3 if the partial period is three quarters) and the Average Adjusted Capital for any period shall be determined based on the average of Adjusted Capital as of the last day of only those quarters that have been completed, before determining the ROCE CFROI for that partial fiscal yearperiod, and the Average ROCE CFROI shall be determined by averaging however many full and partial fiscal years for which a ROCE CFROI shall have been determineddetermined using the relative weightings of the three fiscal years set forth in Section 2.3.2. 5.2 For purposes of this Agreement, a “Company Sale” shall mean the occurrence of any of the following events: 5.2.1 any consolidation, merger or plan of share exchange involving the Company (a “Merger”) in which the Company is not the continuing or surviving corporation or pursuant to which outstanding shares of Class A Common Stock would be converted into cash, other securities or other property; or 5.2.2 any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company.

Company Sale. 5.1 If a Company Sale (as defined below) occurs before the Vesting Date, Recipient shall be entitled to receive an award payout no later than the earlier of fifteen (15) days following such event or the last day on which the Performance Shares could be issued so that Recipient may participate as a shareholder in receiving proceeds from the Company Sale. The amount of the award payout under this Section 5.1 shall be the amount determined using a Payout Factor equal to the greater of (a) the sum of the TSR Target Share Amount and the ROCE Target Share Amount100%, or (b) the amount determined using a TSR Payout Factor and a ROCE Payout Factor each calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, the TSR for the Company Adjusted EBITDA and each Peer Group Company for any partial fiscal year shall be determined based on the closing market prices of its stock for the twenty trading day period ending on the last day of the most recently completed fiscal quarter prior to the date of the Company Sale, before determining the Company’s TSR Percentile Rank for that partial fiscal year, and the Average TSR Percentile Rank shall be determined by averaging however many full and partial fiscal years for which a TSR Percentile Rank shall have been determined. For this purpose, the Adjusted Net Operating Income for any partial fiscal year shall both be annualized (e.g., multiplied by 4/3 if the partial period is three quarters) before determining the Annual EBITDA Payout Factor for that fiscal year, and the EBITDA Payout Factor shall be determined by averaging however many full and partial fiscal years for which an Annual EBITDA Payout Factor shall have been determined. Also for this purpose, the Adjusted Net Income for any partial fiscal year shall be annualized and the Average Adjusted Capital Shareholders’ Equity shall be determined based on the average of Adjusted Capital Shareholders’ Equity as of the last day of only those quarters that have been completed, before determining the ROCE Annual XXX Payout Factor for that partial fiscal year, and the Average ROCE XXX Payout Factor shall be determined by averaging however many full and partial fiscal years for which a ROCE an Annual XXX Payout Factor shall have been determined. 5.2 For purposes of this Agreement, a “Company Sale” shall mean the occurrence of any of the following events: 5.2.1 any consolidation, merger or plan of share exchange involving the Company (a “Merger”) in which the Company is not the continuing or surviving corporation or pursuant to which outstanding shares of Class A Common Stock would be converted into cash, other securities or other property; or 5.2.2 any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company.

Company Sale. 5.1 4.1 If a Company Sale (as defined below) occurs before the Vesting Date, Recipient shall be entitled to receive an award payout no later than the earlier of fifteen (15) days following such event or the last day on which the Performance Shares could be issued so that Recipient may participate as a shareholder in receiving proceeds from the Company Sale. The amount of the award payout under this Section 5.1 4 shall be the amount determined using a Payout Factor equal to the greater of (a) the sum of the TSR Target Share Amount and the ROCE Target Share Amount100%, or (b) the amount determined using a TSR Payout Factor and a ROCE Payout Factor each calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, the TSR for the Company and each Peer Group Company for any partial fiscal year shall be determined based on the closing market prices of its stock for the twenty trading day period ending on the last day of the most recently completed fiscal quarter prior to the date of the Company Sale, before determining the Company’s TSR Percentile Rank for that partial fiscal year, and the Average TSR Percentile Rank shall be determined by averaging however many full and partial fiscal years for which a TSR Percentile Rank shall have been determined. For this purpose, the Adjusted Net Income EPS for any partial fiscal year shall be annualized (e.g., multiplied by 4/3 if the partial period is three quarters) before determining EPS Growth for that partial fiscal year, and the Average EPS Growth shall be determined by averaging however many full and partial fiscal years for which an EPS Growth percentage shall have been determined. Also for this purpose, the Adjusted Net Income for any partial fiscal year shall be annualized and the Average Capital Employed shall be determined based on the average of Adjusted Capital Employed as of the last day of only those quarters that have been completed, before determining the ROCE for that partial fiscal year, and the Average ROCE shall be determined by averaging however many full and partial fiscal years for which a an ROCE percentage shall have been determined. 5.2 4.2 For purposes of this Agreement, a “Company Sale” shall mean the occurrence of any of the following events: 5.2.1 4.2.1 any consolidation, merger or plan of share exchange involving the Company (a “Merger”) in which the Company is not the continuing or surviving corporation or pursuant to which outstanding shares of Class A Common Stock would be converted into cash, other securities or other property; or 5.2.2 4.2.2 any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company.

Company Sale. 5.1 If a Company Sale (as defined below) occurs before the Vesting Date, Recipient shall be entitled to receive an award payout no later than the earlier of fifteen (15) days following such event or the last day on which the Performance Shares could be issued so that Recipient may participate as a shareholder in receiving proceeds from the Company Sale. The amount of the award payout under this Section 5.1 shall be the amount determined using a Payout Factor equal to the greater of (a) the sum of the TSR Target Share Amount and the ROCE Target Share Amount100%, or (b) the amount determined using a TSR Payout Factor and a ROCE Payout Factor each calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, the TSR for Ferrous Volume, the Company Nonferrous Volume, the Car Purchase Volume and each Peer Group Company the SMB Volume for any partial fiscal year shall be determined based on the closing market prices of its stock for the twenty trading day period ending on the last day of the most recently completed fiscal quarter prior to the date of the Company Sale, before determining the Company’s TSR Percentile Rank for that partial fiscal year, and the Average TSR Percentile Rank shall be determined by averaging however many full and partial fiscal years for which a TSR Percentile Rank shall have been determined. For this purpose, the Adjusted Net Income for any partial fiscal year shall all be annualized (e.g., multiplied by 4/3 if the partial period is three quarters) for purposes of determining the corresponding Payout Factors for that partial fiscal year. Also for this purpose, the MRB Operating Income Per 75223456.1 0068163-00004 9 Ton, the APB Operating Margin, the SMB Operating Income Per Ton and the Average Adjusted Capital SMB Weight calculated for any partial fiscal year shall be determined based on the average used in lieu of Adjusted Capital as an annualized amount for purposes of the last day of only those quarters that have been completed, before determining the ROCE corresponding Payout Factors for that partial fiscal year, and the Average ROCE Payout Factor shall be determined by averaging however many full and partial fiscal years for which a ROCE an Annual Payout Factor shall have been determined. 5.2 For purposes of this Agreement, a “Company Sale” shall mean the occurrence of any of the following events: 5.2.1 any consolidation, merger or plan of share exchange involving the Company (a “Merger”) in which the Company is not the continuing or surviving corporation or pursuant to which outstanding shares of Class A Common Stock would be converted into cash, other securities or other property; or 5.2.2 any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company. 5.3 If an SMB Sale (as defined below) occurs before the end of the Performance Period, Recipient shall be entitled to receive a modified award to be paid following completion of the Performance Period. The amount of the award payout under this Section 5.3 shall be determined in accordance with the other provisions of this Agreement, except that the SMB Payout Factor and the SMB Weight for the fiscal year in which the SMB Sale occurs shall be calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the SMB Sale. For this purpose, the SMB Volume for the partial fiscal year shall be annualized (e.g., multiplied by 4/3 if the partial period is three quarters) for purposes of determining the SMB Volume Payout Factor for that partial fiscal year. Also for this purpose, the SMB Operating Income Per Ton calculated for the partial fiscal year shall be used in lieu of an annualized amount for purposes of determining the corresponding SMB Operating Income Per Ton Payout Factor for that partial fiscal year, and the SMB revenues for the partial fiscal year shall be used in lieu of an annualized amount for purposes of determining the SMB Weight for that partial fiscal year. If the SMB Sale occurs before the start of a fiscal year, the SMB Weight for that fiscal year shall be zero. An “SMB Sale” shall mean a sale by the Company of 50% or more of the stock of Cascade Steel Rolling Xxxxx, Inc. or the sale of all or substantially all of the assets of Cascade Steel Rolling Xxxxx, Inc.

Company Sale. 5.1 If a Company Sale (as defined below) occurs before the Vesting Date, Recipient shall be entitled to receive an award payout no later than the earlier of fifteen (15) days following such event or the last day on which the Performance Shares could be issued so that Recipient may participate as a shareholder in receiving proceeds from the Company Sale. The amount of the award payout under this Section 5.1 shall be the greater of (a) the sum of the TSR Volume Growth Target Share Amount and the ROCE TSR Target Share Amount, or (b) the amount determined using a Volume Growth Payout Factor and a TSR Payout Factor and a ROCE Payout Factor each calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, the TSR for the Company and each Peer Group Company for any partial fiscal year shall be determined based on the closing market prices of its stock for the twenty trading day period ending on the last day of the most recently completed fiscal quarter prior to the date of the Company Sale, before determining the Company’s TSR Percentile Rank for that partial fiscal year, and the Average TSR Percentile Rank shall be determined by averaging however many full and partial fiscal years for which a TSR Percentile Rank shall have been determined. For this purpose, the Adjusted Net Income number of thousands of long tons of ferrous and nonferrous metal sales, inclusive of ferrous tons transferred to the Company’s steel mill, used to calculate Volume Growth for any partial fiscal year shall be annualized (e.g., multiplied by 4/3 if the partial period is three quarters) and the Average Adjusted Capital shall be determined based on the average of Adjusted Capital as of the last day of only those quarters that have been completed, before determining the ROCE Volume Growth for that partial fiscal year, and the Average ROCE Volume Growth shall be determined by averaging however many full and partial fiscal years for which a ROCE Volume Growth shall have been determined. 5.2 For purposes of this Agreement, a “Company Sale” shall mean the occurrence of any of the following events: 5.2.1 any consolidation, merger or plan of share exchange involving the Company (a “Merger”) in which the Company is not the continuing or surviving corporation or pursuant to which outstanding shares of Class A Common Stock would be converted into cash, other securities or other property; or 5.2.2 any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company.

Company Sale. 5.1 If a Company Sale (as defined below) occurs before the Vesting Date, Recipient shall be entitled to receive an award payout no later than the earlier of fifteen (15) days following such event or the last day on which the Performance Shares could be issued so that Recipient may participate as a shareholder in receiving proceeds from the Company Sale. The amount of the award payout under this Section 5.1 shall be the amount determined using a Payout Factor equal to the greater of (a) the sum of the TSR Target Share Amount and the ROCE Target Share Amount100%, or (b) the amount determined using a TSR Payout Factor and a ROCE Payout Factor each calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, the TSR for the Company Adjusted EBITDA and each Peer Group Company for any partial fiscal year shall be determined based on the closing market prices of its stock for the twenty trading day period ending on the last day of the most recently completed fiscal quarter prior to the date of the Company Sale, before determining the Company’s TSR Percentile Rank for that partial fiscal year, and the Average TSR Percentile Rank shall be determined by averaging however many full and partial fiscal years for which a TSR Percentile Rank shall have been determined. For this purpose, the Adjusted Net Operating Income for any partial fiscal year shall both be annualized (e.g., multiplied by 4/3 if the partial period is three quarters) before determining the Annual EBITDA Payout Factor for that fiscal year, and the EBITDA Payout Factor shall be determined by averaging however many full and partial fiscal years for which an Annual EBITDA Payout Factor shall have been determined. Also for this purpose, the Adjusted Net Income for any partial fiscal year shall be annualized and the Average Adjusted Capital Shareholders’ Equity shall be determined based on the average of Adjusted Capital Shareholders’ Equity as of the last day of only those quarters that have been completed, before determining the ROCE Annual XXX Payout Factor for that partial fiscal year, and the Average ROCE XXX Payout Factor shall be determined by averaging however many full and partial fiscal years for which a ROCE an Annual XXX Payout Factor shall have been determined.. 71717497.5 0068163-00004 6 5.2 For purposes of this Agreement, a “Company Sale” shall mean the occurrence of any of the following events: 5.2.1 any consolidation, merger or plan of share exchange involving the Company (a “Merger”) in which the Company is not the continuing or surviving corporation or pursuant to which outstanding shares of Class A Common Stock would be converted into cash, other securities or other property; or 5.2.2 any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company.

Company Sale. 5.1 4.1 If a Company Sale (as defined below) occurs before the Vesting Date, Recipient shall be entitled to receive an award payout no later than the earlier of fifteen (15) days following such event or the last day on which the Performance Shares could be issued so that Recipient may participate as a shareholder in receiving proceeds from the Company Sale. The amount of the award payout under this Section 5.1 4.1 shall be the amount determined using a Payout Factor equal to the greater of (a) the sum of the TSR Target Share Amount and the ROCE Target Share Amount100%, or (b) the amount determined using a TSR Payout Factor and a ROCE Payout Factor each calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, the TSR for the Company and each Peer Group Company for any partial fiscal year shall be determined based on the closing market prices of its stock for the twenty trading day period ending on the last day of the most recently completed fiscal quarter prior to the date of the Company Sale, before determining the Company’s TSR Percentile Rank for that partial fiscal year, and the Average TSR Percentile Rank shall be determined by averaging however many full and partial fiscal years for which a TSR Percentile Rank shall have been determined. For this purpose, the Adjusted Net Income EPS for any partial fiscal year shall be annualized (e.g., multiplied by 4/3 if the partial period is three quarters) before determining the Annual EPS Payout Factor for that fiscal year, and the EPS Payout Factor shall be determined by averaging however many full and partial fiscal years for which an Annual EPS Payout Factor shall have been determined. Also for this purpose, the Adjusted Operating Income of MRB and APB for any partial fiscal year shall be annualized and the Average Adjusted Capital Employed of MRB and APB shall be determined based on the average of Adjusted its Capital Employed as of the last day of only those quarters that have been completed, before determining the Annual MRB/APB ROCE Payout Factor for that partial fiscal year, and the Average MRB/APB ROCE Payout Factor shall be determined by averaging however many full and partial fiscal years for which a an Annual MRB/APB ROCE Payout Factor shall have been determined. Also for this purpose, the Adjusted Operating Income of SMB for any partial fiscal year shall be annualized and the Average Capital Employed of SMB shall be determined based on the average of its Capital Employed as of the last day of only those quarters that have been completed, before determining the Annual SMB ROCE Payout Factor for that partial fiscal year, and the SMB ROCE Payout Factor shall be determined by averaging however many full and partial fiscal years for which an Annual SMB ROCE Payout Factor shall have been determined. 5.2 4.2 For purposes of this Agreement, a “Company Sale” shall mean the occurrence of any of the following events: 5.2.1 4.2.1 any consolidation, merger or plan of share exchange involving the Company (a “Merger”) in which the Company is not the continuing or surviving corporation or pursuant to which outstanding shares of Class A Common Stock would be converted into cash, other securities or other property; or 5.2.2 4.2.2 any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company. 4.3 If an SMB Sale (as defined below) occurs before the end of the Performance Period, Recipient shall be entitled to receive a modified award to be paid following completion of the Performance Period. The amount of the award payout under this Section 4.3 shall be determined in accordance with the other provisions of this Agreement, except that the SMB ROCE Payout Factor shall be calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the SMB Sale. For this purpose, the Adjusted Operating Income of SMB for any partial fiscal year shall be annualized and the Average Capital Employed of SMB shall be determined based on the average of its Capital Employed as of the last day of only those quarters that have been completed, before determining the Annual SMB ROCE Payout Factor for that partial fiscal year, and the SMB ROCE Payout Factor shall be determined by averaging however many full and partial fiscal years for which an Annual SMB ROCE Payout Factor shall have been determined. An “SMB Sale” shall mean a sale by the Company of all of the stock of Cascade Steel Rolling Xxxxx, Inc. or the sale of all or substantially all of the assets of Cascade Steel Rolling Xxxxx, Inc.