provision for Taxes based on income, profits, losses or capital of Holdings and its Subsidiaries for such period to the extent that such provision for taxes was deducted in calculating Consolidated Net Income; adjusted for the tax effect of all adjustments made to Consolidated Net Income (including any Tax Distributions),

If net income does not reach that level, each participant's incentive target opportunity will be reduced in accordance with a matrix approved by the Compensation Committee for the year. If net income exceeds the target, each participant's incentive target opportunity will be adjusted higher in accordance with the matrix.

“Consolidated Adjusted EBITDA” means, with respect to the Corporation and its Subsidiaries on a consolidated basis for any period, # Consolidated Net Income plus, without duplication and to the extent such amounts in [clauses (i) through (v)] reduced Consolidated Net Income, # Consolidated Interest Expense, # expense for income taxes paid or accrued, # depreciation, # amortization, and # non-cash expenses or losses, minus, to the extent such amounts in [clauses (1) through (3)] increased Consolidated Net Income, # interest income, # income tax credits and refunds (to the extent not netted from tax expense), and # any non-cash income or gain, all calculated for the Corporation and its Subsidiaries in accordance with GAAP on a consolidated basis; plus # the Corporation’s and its Subsidiaries’ aggregate ownership percentage of all Consolidated Adjusted EBITDA from Unconsolidated Affiliates (without duplication of this clause (B)).

Earnings before non-financing interest expense, taxes, depreciation and amortization adjusted for the following items: Restructuring and related costs, net, non-service retirement-related costs, equity income, and the remaining amounts in Other expenses, net.

“Consolidated Adjusted EBITDA” means, with respect to any Person for any Test Period, the Consolidated Net Income of such Person for such Test Period:

“Adjusted EBITDA” means, as of the end of the Performance Period, the Company’s trailing 12-month net earnings (loss) attributable to the Company’s common shareholders, excluding interest expense, income tax expense (benefit) and depreciation and amortization, and adjusted to exclude the following items: restructuring, impairment and transaction-related charges; earnings/loss from discontinued operations, net of tax; net pension income; employees stock ownership plan contribution; gain/loss on debt extinguishment; equity in (earnings) loss of unconsolidated entity; adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) for unconsolidated equity method investments (calculated in a consistent manner with the calculation used by the Company for its EBITDA); and net earnings (loss) attributable to non-controlling interests.

any non-cash items increasing Consolidated Net Income, excluding any gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period (other than such cash charges that have been added back to Consolidated Net Income in calculating Consolidated Adjusted EBITDA in accordance with this definition); plus

a schedule of the Properties summarizing total revenues, expenses, Net Operating Income, Adjusted NOI, Annualized Adjusted NOI and occupancy rates as of the last day of the applicable quarter (to the extent not otherwise delivered pursuant to [Section 6.01(a) or (b)])]);

Consolidated EBITDA for such fiscal year (determined on the basis of Consolidated Net Income not adjusted to exclude the results of discontinued operations), minus # the sum (without duplication) of:

Income Taxes. The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the shares of Common Stock received by the Participant upon the conversion of all or a portion of the Participant’s Stock Unit Account, an amount equal to the taxes the Company determines it is required to withhold under applicable tax laws with respect to such shares of Common Stock. Such payment shall be made in the form of cash, the delivery of shares of Common Stock already owned or by withholding such number of actual shares otherwise deliverable pursuant to this Agreement as is equal to the withholding tax due, or in a combination of such methods. In the event that the Participant does not affirmatively instruct the Company ahead of the applicable vesting date that he or she wishes to pay withholding taxes in another manner specified above, the Company shall withhold shares from the settlement of the Award.