EBITDA Performance Period definition

EBITDA Performance Period means the four most recent full fiscal quarters of the Company for which internal financial statements are available. For purposes of this Agreement (including Section 3(c) hereof and this Section 5(b)), “EBITDA” shall mean, for the Company and its subsidiaries for any period, the sum, determined on a consolidated basis, of net income (or net loss) after eliminating (i) extraordinary and/or non-recurring items to the extent included in net income, (ii) interest expense, (iii) income tax expense, (iv) depreciation expense, (v) amortization expense, and (vi) any direct expenses and accounting charges (including, but not limited to, professional fees, severance costs and financing fees) incurred in or related to the Debt Restructuring, any sale of the Company’s assets, this Agreement or similar agreements entered into with newly hired senior executives. For the avoidance of doubt, EBITDA for all of the fiscal quarter ending March 31, 2005 shall be applied toward (i) the EBITDA targets for the Fiscal Year ending December 31, 2005 set forth in Exhibit A and (ii) the EBITDA targets referred to in clauses (ii) and (iii) above, notwithstanding the fact that Employee was not employed by the Company until the Effective Date. If the Company should sell one or more businesses during an EBITDA Performance Period, the EBITDA target for such Performance Period shall be reduced by the amount of the EBITDA actually contributed by the sold business during the four most recent full fiscal quarters preceding the closing of the sale and the EBITDA achieved during the EBITDA Performance Period shall be reduced by the amount of the EBITDA actually achieved during such period by such sold business, in each case using allocations approved in good faith by the Compensation Committee.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

EBITDA Performance Period means the period beginning on January 1, 2022 and ending on the earlier of December 31, 2024 and the date of a consummation of a Change in Control.

EBITDA Performance Period means the period commencing on the first day of the Company’s 2020 fiscal year and ending on the last day of the Company’s 2022 fiscal year.

Examples of EBITDA Performance Period in a sentence

For purposes of this Section 5(b), “Performance Achievement Date” shall mean the date on which the Chief Financial Officer of the Company shall certify the Company’s achievement of $90 million or $105 million of EBITDA, as the case may be, for any EBITDA Performance Period.
The One Year EBITDA Performance Period, Two Year EBITDA Performance Period, and Three Year EBITDA Performance Period are generally referred to herein as the “EBITDA Performance Periods”.
To the extent the One Year EBITDA Performance Criteria equals or exceeds the EBITDA Threshold below for the One Year EBITDA Performance Period, the “First Year Adjustment Percentage” shall be determined as in the following paragraph regarding NPS Determination.
To the extent the Two Year EBITDA Performance Criteria equals or exceeds the EBITDA Threshold below for the Two Year EBITDA Performance Period, the “Second Year Adjustment Percentage” shall be determined as in the following paragraph regarding NPS Determination.
To the extent the Three Year EBITDA Performance Criteria equals or exceeds the EBITDA Threshold below for the Three Year EBITDA Performance Period, the “Final Target Adjustment Percentage” shall be determined as in the following paragraph regarding NPS Determination.
For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achieved.
To the extent the One Year EBITDA Performance Criteria is less than the EBITDA Threshold below for the One Year EBITDA Performance Period, the “First Year Adjustment Percentage” shall equal 0%, and the following paragraph regarding NPS Determination shall otherwise have no applicability.
To the extent the Two Year EBITDA Performance Criteria is less than the EBITDA Threshold below for the Two Year EBITDA Performance Period, the “Second Year Adjustment Percentage” shall equal the First Year Adjustment Percentage, and the following paragraph regarding NPS Determination shall otherwise have no applicability.
The Adjusted EBITDA RSUs will be based on the Company’s actual one-year Adjusted EBITDA measured over the Adjusted EBITDA Performance Period relative to the goals established below.
For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing of such Annual Report on Form 10-K to the extent an Adjusted EBITDA Goal is achieved.

More Definitions of EBITDA Performance Period

EBITDA Performance Period means the three calendar-year period commencing on January 1, 2018 and ending on December 31, 2020. (x) “Performance Period” means the EBITDA Performance Period and the TSR Performance Period, as applicable. (xi) “Pro Rata Fraction” means a fraction, the numerator of which is the number of full months from the Grant Date through the date of a Qualified Termination and the denominator of which is thirty-six (36). (xii) “Qualified Termination” means a termination of employment with the Company and all Subsidiaries during the Performance Period (A) by the Company or a Subsidiary on account of the Grantee’s Disability, (B) due to the Grantee’s death, or (C) that constitutes a “Without Cause Termination.” For the avoidance of doubt, the voluntary resignation of a director or the decision by a director not to stand for re-election shall not be a Qualified Termination. (xiii) “Stretch Target” means $______________ USD; provided, however, that if a Material Acquisition or Divestiture occurs, other than the divestiture of a business that generated an operating loss in the twelve (12) months preceding such divestiture, the Stretch Target shall be adjusted to account for the addition of EBITDA, or the decrease of EBITDA, resulting from the transaction, For example, the acquisition of an entity that generated EBITDA of $________ USD in the 12 months preceding the acquisition shall cause an upward adjustment in the Stretch Target by $___________ USD for each full calendar year remaining in the EBITDA Performance Period (if any), plus an amount equal to the product of $___________ multiplied by a fraction, the numerator of which is the number of full months remaining in the calendar year in which the acquisition occurred and the denominator of which is twelve (12). (xiv) “Subsidiary” shall mean each entity with respect to which the Company owns, directly or indirectly, greater than fifty percent (50%) of the capital stock. (xv) “TSR” means the cumulative percentage change in stock price over the TSR Performance Period, with Dividends Paid during the TSR Performance Period being added to the stock price at the end of the TSR Performance Period. For purposes of this Agreement, the price of an entity’s stock at the beginning of the TSR Performance Period will be the average closing stock price over the trading days in the twenty (20) days immediately preceding the start of the TSR Performance Period, and the stock price at the end of the TSR Performance Period will be the ...

EBITDA Performance Period means the three calendar-year period commencing on January 1, 20__ and ending on December 31, 20__. 2