Common use of Target Companies Clause in Contracts

Target Companies. Within thirty (30) days after Commencement Date, a special committee (the "COMMITTEE") of the EGPI Board shall be established to meet with the Executive and _________________ (collectively, the "MANAGERS") to establish guidelines (the "GUIDELINES") for acquisitions of companies similar to the Company. After the Guidelines have been established and approved by the EGPI Board, the Managers may from time to time bring acquisition candidates (a "TARGET COMPANY" or the "TARGET COMPANIES") to the Committee for review. If the acquisition terms of a Target Company comply with the Guidelines, EGPI will make available a pool of Common Stock and apportion cash which may be available from EGPI for the acquisition of the Target Company as a wholly-owned subsidiary of the Company, pursuant to any acquisition structure recommended by the Company's attorneys, accountants or other professional advisors. As soon as practicable after the acquisition of the Company, the Committee and the Managers shall establish reasonable financial goals for the results of operations of any Target Company acquired, to include target sales, target growth in sales, and target earnings before interest, depreciation, taxes and amortization, as determined in accordance with United States generally accepted accounting principles ("EBITDA"), hereinafter collectively the "TARGET GOALS." At the end of each full fiscal year of operation for any Target Company, EGPI shall cause an audit of the Target Company to be performed by EGPI' accountants (the "TARGET REVIEW"). The board of directors of EGPI (the “Board”) shall compare the financials of the Companies to the projected financials of the Company and determine a Bonus Pool. The cumulative Bonus Pool shall be 50% of the earnings in excess of 110% of the Earnout Target. In the event the results of operation of each Target Company, as determined by the Target Review, is equal to greater than the Target Goals, then an amount not less than Twenty-Five Percent (25%) of the net income of any Target Company, as established by the Target Review, would be paid to the Managers, in accordance with each Manager's Employment Agreement, in cash or in common stock of EGPI, at the Company's option, in accordance with the example set forth in EXHIBIT A hereto. The incentive compensation payable under this Section shall be cumulative over a three (3) year period.

Target Companies. Within thirty (30) days after Commencement ------------------ Date, a special committee (the "COMMITTEE") of the EGPI Charys Board shall be established to meet with the Executive and _________________ Gregory A. Buchholz (collectivelycollectivxxx, the xxx "MANAGERSXXXXXXXX") to establish guidelines (the "GUIDELINES") for acquisitions of companies similar to the Company. After the Guidelines have been established and approved by the EGPI Charys Board, the Managers may from time to time bring acquisition candidates (a "TARGET COMPANY" or the "TARGET COMPANIES") to the Committee for review. If the acquisition terms of a Target Company comply with the Guidelines, EGPI Charys will make available a pool of Common Stock and apportion cash which may be available from EGPI Charys for the acquisition of the Target Company as a wholly-owned subsidiary of the Company, pursuant to any acquisition structure recommended by the Company's attorneys, accountants or other professional advisors. As soon as practicable after the acquisition of the Company, the Committee and the Managers shall establish reasonable financial goals for the results of operations of any Target Company acquired, to include target sales, target growth in sales, and target earnings before interest, depreciation, taxes and amortization, as determined in accordance with United States generally accepted accounting principles ("EBITDA"), hereinafter collectively the "TARGET GOALS." At the end of each full fiscal year of operation for any Target Company, EGPI Charys shall cause an audit a review of the Target Company to be performed by EGPICharys' accountants (the "TARGET REVIEW"). The board of directors of EGPI (the “Board”) shall compare the financials of the Companies to the projected financials of the Company and determine a Bonus Pool. The cumulative Bonus Pool shall be 50% of the earnings in excess of 110% of the Earnout Target. In the event the results of operation of each Target Company, as determined by the Target Review, is equal to greater than the Target Goals, then an amount not less than Twenty-Five Percent (25%) of the net income of any Target Company, as established by the Target Review, would be paid to the Managers, in accordance with each Manager's Employment Agreement, in cash or in common stock of EGPICharys, at the Company's option, in accordance with the example set forth in EXHIBIT A hereto. The incentive compensation payable under this Section shall be cumulative over a three (3) year period.

Target Companies. Within thirty (30) days after Commencement ------------------ Date, a special committee (the "COMMITTEE") of the EGPI Charys Board shall be established to meet with the Executive and _________________ Gregory A. Buchholz (collectivelycollectivxxx, the xxx "MANAGERSXXXXXXXX") to establish guidelines (the "GUIDELINES") for acquisitions of companies similar to the Company. After the Guidelines have been established and approved by the EGPI Charys Board, the Managers may from time to time bring acquisition candidates (a "TARGET COMPANY" or the "TARGET COMPANIES") to the Committee for review. If the acquisition terms of a Target Company comply with the Guidelines, EGPI Charys will make available a pool of Common Stock and apportion cash which may be available from EGPI Charys for the acquisition of the Target Company as a wholly-owned subsidiary of the Company, pursuant to any acquisition structure recommended by the Company's attorneys, accountants or other professional advisors. As soon as practicable after the acquisition of the Company, the Committee and the Managers shall establish reasonable financial goals for the results of operations of any Target Company acquired, to include target sales, target growth in sales, and target earnings before interest, depreciation, taxes and amortization, as determined in accordance with United States generally accepted accounting principles ("EBITDA"), hereinafter collectively the "TARGET GOALS." At the end of each full fiscal year of operation for any Target Company, EGPI Charys shall cause an audit of the Target Company to be performed by EGPICharys' accountants (the "fee 'TARGET REVIEW"). The board of directors of EGPI (the “Board”) shall compare the financials of the Companies to the projected financials of the Company and determine a Bonus Pool. The cumulative Bonus Pool shall be 50% of the earnings in excess of 110% of the Earnout Target. In the event the results of operation of each Target Company, as determined by the Target Review, is equal to greater than the Target Goals, then an amount not less than Twenty-Five Percent (25%) of the net income of any Target Company, as established by the Target Review, would be paid to the Managers, in accordance with each Manager's Employment Agreement, in cash or in common stock of EGPICharys, at the Company's option, in accordance with the example set forth in EXHIBIT A hereto. The incentive compensation payable under this Section shall be cumulative over a three (3) year period.