Common use of Adjusted Non-GAAP EBITDA Clause in Contracts

Adjusted Non-GAAP EBITDA. For the purposes of this Agreement “Adjusted Non-GAAP EBITDA” shall mean the Company’s (which includes SANYO Semiconductor related operations and activities and any merger and acquisition activity, and net income attributable to minority interest) consolidated earnings, before interest (income or expense), taxes, depreciation and amortization (or “EBITDA”) for the applicable Performance Measurement Period, calculated taking into account any timely adjustments made in accordance with paragraph 2.4. If the Committee determines that an alternative method would be more appropriate to achieve the objectives of this Award then such method shall be applied to determine Adjusted Non-GAAP EBITDA for the applicable Performance Measurement Period; provided, however, if the Grantee is a Covered Employee, for Performance Measurement Period #1, the Committee’s determination must be made before the date that is 90 days after the commencement of fiscal year and provided further, for Performance Measurement Periods #2 through #9, the Committee’s determination must be made before the date on which 25% of the applicable fiscal quarter has elapsed. For purposes of this Agreement, the term “GAAP” means United States generally accepted accounting principles consistently applied.