Cumulative EBITDA. (i) Performance Units based on Cumulative EBITDA performance shall be subject to the three-year cumulative EBITDA of the Company for 2020, 2021 and 2022 and shall be earned as follows: Threshold Goal Target Goal Maximum Goal Performance (% of Target EBITDA) 95% 100% 105% Three-Year Cumulative EBITDA $[***] Billion $[***] Billion $[***] Billion or more EBITDA Units 50% of Target EBITDA Units Granted 100% of Target EBITDA Units Granted 200% of Target EBITDA Units Granted (ii) For performance in between the goals set forth above, the number of EBITDA Units earned will be interpolated on a straight-line basis. (iii) The Participant shall forfeit the Target EBITDA Units if the Company’s three-year cumulative EBITDA for 2020, 2021 and 2022 is less than $[***] Billion. (iv) The Committee shall round, up or down to the nearest whole number, the number of earned EBITDA Units and the cumulative EBITDA, in its sole discretion provided that it calculates such measures consistently for all EBITDA Units with Grant Dates in the same year. (v) Whether and the extent to which EBITDA Units become earned and vested under Section 3(a) herein will be determined by the Committee as soon as practicable in early 2023 once the Committee certifies performance and shares of Common Stock shall be delivered as set forth in Section 4 below. (vi) For purposes of the Agreement, “EBITDA” shall mean Adjusted EBITDA as defined by the Company in its earnings releases furnished with the SEC from time to time (net income (loss) before net interest expense, income taxes, depreciation and amortization (including impairments), impairment losses on intangibles and goodwill, management fees to related party, the write-up or write-off of any asset, loss on early extinguishment of debt, integration and restructuring expenses and all non-cash charges and expenses (including stock compensation expense) and certain other income and expenses).
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Cumulative EBITDA. (i) Performance Units based on Cumulative EBITDA performance shall be subject to the three-year cumulative EBITDA of the Company for 20202024, 2021 2025 and 2022 2026 and shall be earned as follows: Threshold Goal Target Goal Maximum Goal Performance (% of Target EBITDA) 95% 100% 105% Three-Year Cumulative EBITDA $[***] Billion $[***] Billion $[***] Billion or more 95% of Cumulative EBITDA Target specified in the Long Term Plan 100% of Cumulative EBITDA Target specified in the Long Term Plan 105% of Cumulative EBITDA Target specified in the Long Term Plan EBITDA Units 50% of Target EBITDA Performance Units Granted 100% of Target EBITDA Performance Units Granted 200% of Target EBITDA Performance Units Granted
(ii) For performance in between the goals set forth above, the number of EBITDA Performance Units earned will be interpolated on a straight-line basis.
(iii) The Participant shall forfeit the Target EBITDA Performance Units if the Company’s three-year cumulative EBITDA for 202020__, 2021 20__ and 2022 20__ is less than $[***] Billion95% of the Cumulative EBITDA Target specified in the Long Term Plan.
(iv) The Committee shall round, up or down to the nearest whole number, the number of earned EBITDA Performance Units and the cumulative EBITDA, in its sole discretion provided that it calculates such measures consistently for all EBITDA Performance Units with Grant Dates in the same year.
(v) Whether and the extent to which EBITDA Performance Units become earned and vested under Section 3(a) herein will be determined by the Committee as soon as practicable in early 2023 20__ once the Committee certifies performance and the cash payment and shares of Common Stock shall be delivered as set forth in Section 4 below.
(vi) For purposes of the Agreement, “EBITDA” shall mean Adjusted EBITDA as defined by the Company in its earnings releases furnished with the SEC from time to time (net income (loss) before net interest expense, income taxes, depreciation and amortization (including impairments), impairment losses on intangibles and goodwill, management fees to related party, the write-up or write-off of any asset, loss on early extinguishment of debt, integration and restructuring expenses and all non-cash charges and expenses (including stock compensation expense) and certain other income and expenses). .
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