Common use of Net Pre-Tax Income of the Corporation Clause in Contracts

Net Pre-Tax Income of the Corporation. For purposes hereof, the Net Pre-Tax Income of the Corporation shall be the amount determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”), after consultation with the Corporation’s independent accountants and the Audit Committee of the Board of Directors, to be the Net Pre-Tax Income of the Corporation with respect to a given fiscal year, which amount shall be determined based on the financial statements of the Corporation (a) in a manner consistent with generally accepted accounting principles, (b) with regard solely to the Corporation and its subsidiaries, (c) so as to exclude the effect of any elimination of inter-company transfers applied with respect to any entity which is not a subsidiary of the Corporation, (d) having regard to such other matters, if any, as the Compensation Committee may determine to be equitable to consider and (e) without giving effect to any Bonus paid pursuant to this Section 4.2. The determination of the Compensation Committee of the Corporation shall be final, conclusive and binding for all purposes, absent manifest error.