EBITDA. Borrower shall not permit, as of the last day of any fiscal quarter of Borrower for the four fiscal quarter period then ending, EBITDA for Borrower and its Subsidiaries on a consolidated basis to be less than the amount set forth below opposite such period:

EBITDA. Measured as of the end of each fiscal month, on a trailing 6-month basis, EBITDA of at least the following:

Minimum EBITDA. The Borrower will not permit ​, calculated as of the end of the fiscal quarters of the Borrower ending March 31, 2023 and June 30, 2023 and, in each case, calculated for the fiscal quarter (and not the four quarter period) then ending, to be less than # ($1,000,000) for the fiscal quarter ending March 30, 2023 and # $1 for the fiscal quarter ending June 30, 2023.

EBITDA Goal. Management and the Board of Directors also determine an Adjusted EBITDA target for the Company each year. The Plan Administrators have assigned Participant an EBITDA Goal equal to the target Adjusted EBITDA of the Company as approved by the Board of Directors in the Company’s 2023 financial plan.

Minimum EBITDA. Achieve EBITDA, measured on a quarter-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto:

Acquired Rights. The Participant acknowledges and agrees that: # the Company may terminate or amend the Plan at any time; # the award of PSUs made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; # no past grants or awards (including, without limitation, the PSUs awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and # any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

“Acquired EBITDA” means, with respect to any Person or business acquired in a Material Acquisition for any period, the amount for such period of Consolidated EBITDA of such Acquired Person or business (determined as if references to Holdings and the Subsidiaries in the definition of the term “Consolidated EBITDA” were references to such Acquired Person or business and its subsidiaries which become Subsidiaries), all as determined on a consolidated basis for such Acquired Person or business.

No Acquired Rights. In participating in the Plan, the Participant acknowledges and accepts that the Board has the power to amend or terminate the Plan, to the extent permitted thereunder, at any time and that the opportunity given to the Participant to participate in the Plan is entirely at the discretion of the Committee and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms). The Participant further acknowledges and accepts that such Participant's participation in the Plan is not to be considered part of any normal or expected compensation and that the termination of the Participant's employment under any circumstances whatsoever will give the Participant no claim or right of action against the Company or its Affiliates in respect of any loss of rights under this Agreement or the Plan that may arise as a result of such termination of employment.

You acknowledge, agree and consent that: # the Plan is discretionary and Rockwell Automation may amend, cancel or terminate the Plan at any time; # the grant of the Restricted Shares subject to this Agreement is a one-time benefit offered to you and does not create any contractual or other right for you to receive any grant of Stock as Restricted Stock or benefits under the Plan in the future; # future grants, if any, shall be at the sole discretion of Rockwell Automation, including, but not limited to, the timing of any grant, the number of shares and forfeiture provisions; and # your participation in the Plan is voluntary.

Minimum Consolidated Adjusted EBITDA. Permit the Consolidated Adjusted EBITDA for each six month period of the Parent ending on the last day of each fiscal quarter set forth below to be less than the corresponding amount set forth below: