Common use of Adjustments to Non-GAAP EBITDA Clause in Contracts

Adjustments to Non-GAAP EBITDA. If applicable to the Company for purposes of calculating Non-GAAP EBITDA for a particular Performance Measurement Period, the Company, or Committee if the Grantee is a Covered Employee, shall adjust Non-GAAP EBITDA to exclude the following: (i) restructuring, asset impairments and other, net; (ii) goodwill and intangible asset impairment; (iii) non-cash manufacturing expenses; (iv) actuarial gains or losses on pension plans and other pension benefits; (v) gain or loss on acquisitions; (vi) gain or loss on debt repurchase, debt exchange, early extinguishment of debt; (vii) expensing of inventory fair market value step up; and (viii) extraordinary items. For the avoidance of doubt, Non-GAAP EBITDA, as adjusted, shall specifically include merger and acquisition related operations and activities of the Company, including SANYO Semiconductor. In addition, if the Grantee is not a Covered Employee, the Company may, as it deems appropriate in its sole discretion, exclude the effect (whether positive or negative) of any of the following types of events or matters with respect to the Company occurring after the Grant Date of the Award: (a) impacts of natural disasters; and (b) other unusual or infrequent material matters or material events. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period-to-period for the calculation of the Performance Goals in order to prevent the dilution or enlargement of the Grantee’s rights with respect to the Award. If the Grantee is a Covered Employee, the Committee may, (i) for Performance Measurement Period #1, prior to the date that is 90 days after the commencement of fiscal year , and (ii) for Performance Measurement Periods #2 through #9, prior to the date on which 25% of the applicable fiscal quarter has elapsed, adjust the Performance Goals, as it deems appropriate in its sole discretion, to exclude the effect (whether positive or negative) of any of the following types of events or matters with respect to the Company occurring after the Grant Date of the Award: (a) impacts of natural disasters; and (b) other unusual or infrequent material matters or material events. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period-to-period for the calculation of the Performance Goals in order to prevent the dilution or enlargement of the Grantee’s rights with respect to the Award. Notwithstanding anything in this Agreement to the contrary, if the Grantee is a Covered Employee, any adjustments to Non-GAAP EBITDA for a particular Performance Measurement Period shall only apply to the vesting of Units associated with that particular Performance Measurement Period and not with respect to the vesting of Units carried over from prior Performance Measurement Periods pursuant to paragraph 2.2.

Adjustments to Non-GAAP EBITDA. If The Non-GAAP EBITDA of the Company shall be adjusted to exclude the following, without duplication and if applicable to the Company for purposes of calculating Non-GAAP EBITDA for a particular Performance Measurement Period, the Company, or Committee if the Grantee is a Covered Employee, shall adjust Non-GAAP EBITDA to exclude the followingrelevant quarter: (i) amortization of purchased intangible assets; (ii) in-process research and development expense; (iii) stock-based compensation expense from acquisitions; (iv) stock-based compensation expense determined in accordance with Statement of Financial Accounting Standards No. 123 (as revised and amended); (v) restructuring, asset impairments and other, net; (ii) goodwill and intangible asset impairment; (iii) non-cash manufacturing expenses; (iv) actuarial gains or losses on pension plans and other pension benefits; (v) gain or loss on acquisitions; (vi) gain or loss (loss) on debt repurchase, debt exchange, early extinguishment of debtprepayment; (vii) goodwill impairment charge; (viii) cumulative effect of accounting change required by GAAP; (ix) extraordinary item; (x) expensing of inventory the step up to fair market value step upof inventory from acquisitions; and (viiixi) extraordinary divestiture related items. For the avoidance of doubt, Non-GAAP EBITDAEBITBA, as adjusted, shall specifically include merger and acquisition related operations and activities activity of the Company, including SANYO Semiconductor. In addition, if the Grantee is not a Covered Employee, Compensation Committee may adjust either the Company may, as it deems appropriate in its sole discretion, exclude the effect (whether positive Minimum Performance Measure or negative) of any of the following types of events or matters with respect to the Company occurring after the Grant Date of the Award: (a) impacts of natural disasters; and (b) other unusual or infrequent material matters or material events. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period-to-period for the calculation of the Target Performance Goals in order to prevent the dilution or enlargement of the Grantee’s rights with respect to the Award. If the Grantee is a Covered Employee, the Committee may, (i) for Performance Measurement Period #1, prior to the date that is 90 days after the commencement of fiscal year , and (ii) for Performance Measurement Periods #2 through #9, prior to the date on which 25% of the applicable fiscal quarter has elapsed, adjust the Performance GoalsMeasure, as it deems appropriate in its sole discretion, to exclude the effect (whether positive or negative) of any of the following types of events or matters with respect to the Company occurring after the Grant Date of the Award: (a) impacts of natural disasters; and (b) other unusual or infrequent material matters or material events, or special items similar to the items that the Company excludes or includes (as applicable) when calculating its Non-GAAP EBITDA. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period-to-period to period for the calculation of the Minimum Performance Goals Measure and Target Performance Measure in order to prevent the dilution or enlargement of the Grantee’s rights with respect to the Award. Notwithstanding anything in this Agreement to the contrary, if the Grantee is a Covered Employee, any adjustments to Non-GAAP EBITDA for a particular Performance Measurement Period shall only apply to the vesting of Units associated with that particular Performance Measurement Period and not with respect to the vesting of Units carried over from prior Performance Measurement Periods pursuant to paragraph 2.2.