EBITDA Threshold. No Participant will be entitled to a payment under this Plan with respect to Financial Factors unless both # the actual level of Consolidated EBITDA performance for a Performance Period equals or exceeds 80% of the Consolidated EBITDA Target for such Performance Period and # for Business Unit (“BU”) Participants, the actual level of BU EBITDA performance for the Performance Period equals or exceeds 80% of the Participant’s applicable BU EBITDA Target for such Performance Period (collectively, the “EBITDA Threshold”). If the EBITDA Threshold is not achieved for a Performance Period, no corresponding bonus payment related to financial performance will be paid to the Participant.

EBITDA Performance Threshold – A Participant will be entitled to a payment under this Plan only if both (a) the actual level of Consolidated EBITDA performance for the Plan Year equals or exceeds 85% of the Consolidated EBITDA target for such Year and (b) the actual level of EBITDA performance for the Plan Year equals or exceeds 85% of the Participant’s applicable EBITDA target for such year (if different) (collectively, the “EBITDA Threshold”). See Exhibit 2. If the EBITDA Threshold is not met, no bonus payment will be paid to the Participant under this Plan.

*No incentive payments will be made unless both (a) the actual level of Consolidated EBITDA performance for the Plan Year equals or exceeds 85% of the Consolidated EBITDA target for such Year and (b) the Participant’s applicable EBITDA performance component (if different) exceeds the 85% Threshold.

The EBITDA Threshold need not be met for a Participant to receive a payment for the Individual Performance Factor. Achievement of the Individual Performance Factor may not result in payment that exceeds 150% of the portion of the Target Bonus to be determined by the Individual Performance Factor.