Cumulative EBITDA Factor Clause Samples

Cumulative EBITDA Factor. The Cumulative EBITDA Factor is calculated as follows. Adjusted Cumulative EBITDA means the sum of earnings before income taxes plus interest and other financing items, depreciation, amortization and miscellaneous expenses, for the performance period, adjusted to exclude: • the effects of acquisitions; divestitures; or recapitalizations; • a corporate transaction, such as any merger of the Company with another corporation; any consolidation of the Company and another corporation into another corporation; any separation of the Company or its business units (including a spin-off or other distribution of stock or property by the Company); • any reorganization of the Company (whether or not such reorganization comes within the definition of such term in Code Section 368); or any partial or complete liquidation by the Company; or sale of all or substantially all of the assets of the Company; • unusual or non-recurring accounting impacts or changes in accounting standards or treatment; • non-cash costs associated with events such as plant closings, sales of facilities or operations; and business restructurings; or • unusual or extraordinary non-cash items. The Cumulative EBITDA Factor will be a percentage based on Adjusted Cumulative EBITDA at the end of the Performance Period equal to 10% at Threshold, 50% at Target and 100% at Stretch, as shown in the table below, with pro rata increases, at 1/10th of 1% increments, between each listed percentage. Upon vesting, as described above, the Company shall transfer to the Recipient or his or her beneficiary one share of the Company's $0.01 par value Common Stock (“Common Stock”) for each Performance Equivalent that so vests. Such shares of Common Stock shall be issued to the Recipient or his or her beneficiary on, or as soon as practicable after, the Vesting/Payment Date, but in no event later than the 15th day of the third month following the end of the calendar year in which such Vesting/Payment Date occurs. Any Performance Equivalents that are scheduled to vest on such Vesting/Payment Date that do not so vest because the performance criteria related to such Performance Equivalents was not achieved shall be forfeited and the Recipient and his or her beneficiaries will have no further rights with respect thereto.