non-cash compensation charges or other non-cash expenses or charges arising from the grant of or issuance or re-pricing of stock, stock options or other equity-based awards to the directors, officers and employees of the [[Organization A:Organization]] and Subsidiaries will be excluded;

any non-cash (for such period and all other periods) compensation chargescharge or other non-cash expensesexpense, including any such charge or chargesexpense arising from the grantgrants of stock appreciation or issuance or re-pricing of stock,similar rights, stock optionsoptions, restricted stock or other equity-based awards torights or equity incentive programs shall be excluded, and any cash charges associated with the directors, officers and employeesrollover, acceleration or payout of Equity Interests by, or to, management of the [[Organization A:Borrower:Organization]] and Subsidiaries willor any of its Restricted Subsidiaries, shall be excluded;excluded.