Adjusted EBITDA Payments. The Adjusted EBITDA payment will be calculated after the Company’s books are closed for each fiscal quarter and will be paid not more than forty-five (45) days after the close thereof. Payments made to Participant in prior periods of the Plan Year are deducted from the amount payable to Participant for the year-to-date.

Minimum Adjusted EBITDA. Achieve minimum Adjusted EBITDA for the periods set forth in [Schedule 6.10(B)] of at least the amount set forth opposite such periods therein, tested on the last day of each fiscal quarter, provided that with respect to periods for which required EBITDA is a negative number, Adjusted EBITDA losses shall not exceed such amount.

Adjusted EBITDA Calculation. The Company’s Finance Department will calculate the year-to-date Adjusted EBITDA in accordance with its established non-GAAP procedures. The “EBITDA Payout Factor” is determined by locating the percentage of the EBITDA Goal attained in the table below and identifying the corresponding EBITDA Payout Factor. If the percentage of EBITDA Goal attained falls between the listed percentages in the Adjusted EBITDA Table, the EBITDA Goal attained will be determined by interpolation to identify the EBITDA Payout Factor. The Adjusted EBITDA payment is calculated as follows:

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:

Limits on Adjusted EBITDA Payment. There is a “cap” or upper limit on the amount of the Adjusted EBITDA payment the Company will pay Participant for the Plan Year. If Adjusted EBITDA attained exceeds 120% of the EBITDA Goal, which equates to a 132% EBITDA Payout Factor, the excess Adjusted EBITDA will not result in a higher Adjusted EBITDA payment. In addition, if Participant

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:

“Adjusted EBITDA Cap” means, with respect to amounts added back to Adjusted EBITDA pursuant to clauses (b)(v) and (b)(ix) of the definition of Adjusted EBITDA, a cap equal to an aggregate amount not to exceed 20% of Adjusted EBITDA in the applicable period (calculated before any amounts are added to Adjusted EBITDA under [clause (b)] thereof).

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

“Cumulative EBITDA” means the sum of Adjusted EBITDA for each year of the Performance Period.