Determinations of the Board. The Board reserves the right to make adjustments to any Target Amount as the Board of Directors of the Company determines in good faith are appropriate to take into account the effect of: (A) any material transactions or events during the relevant period, including significant changes to capital expenditure plans and (B) any events during the relevant period outside of the ordinary course. Any such adjustments shall be final, conclusive and binding on the Participant. All adjustments to any Target Amount shall be made in good faith by the Board of Directors of the Company on a basis broadly consistent with the valuation methodology used to set the original Group EBITDA targets. A Return of Capital Target (the “Return of Capital Target”) shall have been achieved for any applicable period specified below if each of the Avista Investor and CapitalCo have received Aggregate Net Proceeds during such period that are equal to or greater than each of the Avista Investment and CapitalCo Investment multiplied by the applicable multiplier specified below:
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Sources: Nonqualified Stock Option Award Agreement (INC Research Holdings, Inc.), Nonqualified Stock Option Award Agreement (INC Research Holdings, Inc.)