Common use of Cash Incentive Clause in Contracts

Cash Incentive. In addition to the Base Salary provided for in Paragraph 2 above, for each fiscal year during which Employee serves as President of Synalloy Chemicals and provided Employee is in the employ of the Corporation on the last day of such fiscal year (except as provided in Paragraphs 8 and 9 hereof), the Employee shall be entitled to a cash incentive (the “Cash Incentive”) as provided for in the incentive plan (the “Incentive Plan”) established before the beginning of each of the Corporation’s fiscal years by the Committee. In the Committee’s discretion as detailed in the applicable Incentive Plan, the Cash Incentive shall be equal to a percentage of the Employee’s Base Salary, calculated using pre-determined adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) target ranges and other qualitative measures established in the applicable Incentive Plan. EBITDA is a non-GAAP measure and excludes discontinued operations, cash incentives and stock awards payable to all managers participating in the Incentive Plan, interest expense, change in fair value of interest rate swap, income taxes, depreciation, amortization, inventory gain/(loss) due to changes in nickel prices, lower of cost or market inventory adjustment, acquisition costs, shelf registration costs, earn-out adjustments, bargain purchase gains, gain on excess death benefit and retention costs from net income. The Committee shall have sole discretion to determine which other items of income and expense are included in and/or excluded from EBITDA and what qualitative measures, if any, factor into computation of the Cash Incentive, and its determination shall be final, binding and conclusive upon the parties hereto. The Corporation may at any time or times change or discontinue any or all of its present or future operations, or may close, sell or move any one or more of its plants, facilities or divisions, or may undertake any new or other operations, or may take any and all other steps which the Board, in its exclusive judgment, shall deem advisable or desirable for the Corporation, and if any such action taken by the Corporation or its Board adversely affects EBITDA as hereinabove defined, the Employee shall have no claim or recourse by reason of any such action. Acquisitions will occur from time to time that will result in either positive or negative EBITDA that affect the Cash Incentive and Restricted Stock Awards (described in Paragraph 4 below). As a result, at the time of such an acquisition, the EBITDA target ranges will be adjusted to account for the budgeted impact, positive or negative, to EBITDA. Cash Incentive payments will be made within two and one-half months of the fiscal year-end. The provisions of this Paragraph 3 shall apply only to the Incentive Plan in effect for the applicable year during the Term. Each year’s Incentive Plan is developed by the Committee and approved by the Board, in its sole discretion, on an annual basis. Nothing set forth herein shall be construed to guarantee that an Incentive Plan will be effective for any year during the Term. The right of the Employee to Cash Incentive payments shall be governed solely by the Incentive Plan, if any, approved by the Board in its absolute discretion for the relevant year.

Cash Incentive. In addition to the Base Salary provided for in Paragraph 2 above, for each fiscal year during which Employee serves as President Chief Executive Officer of Synalloy Chemicals the Corporation and provided Employee is in the employ of the Corporation on the last day of such fiscal year (except as provided in Paragraphs 8 and 9 hereof), the Employee shall be entitled to a cash incentive (the “Cash Incentive”) as provided for in the incentive plan (the “Incentive Plan”) established before the beginning of each of the Corporation’s fiscal years by the Committee. In the Committee’s discretion as detailed in the applicable Incentive Plan, the Cash Incentive shall be equal to a percentage of the Employee’s Base Salary, calculated using pre-determined adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) or a percentage of the Employee’s Base Salary, each calculated using pre-determined EBITDA target ranges and other qualitative measures established in the applicable Incentive Plan. EBITDA is a non-GAAP measure and excludes discontinued operations, cash incentives and stock awards payable to all managers participating in the Incentive Plan, interest expense, change in fair value of interest rate swap, income taxes, depreciation, amortization, inventory gain/(loss) due to changes in nickel prices, lower of cost or market inventory adjustment, acquisition costs, shelf registration costs, earn-out adjustments, bargain purchase gains, gain on excess death benefit and retention costs from net income. The Committee shall have sole discretion to determine which other items of income and expense are included in and/or excluded from EBITDA and what qualitative measures, if any, factor into computation of the Cash Incentive, and its determination shall be final, binding and conclusive upon the parties hereto. The Corporation may at any time or times change or discontinue any or all of its present or future operations, or may close, sell or move any one or more of its plants, facilities or divisions, or may undertake any new or other operations, or may take any and all other steps which the Board, in its exclusive judgment, shall deem advisable or desirable for the Corporation, and if any such action taken by the Corporation or its Board adversely affects EBITDA as hereinabove defined, the Employee shall have no claim or recourse by reason of any such action. Acquisitions will occur from time to time that will result in either positive or negative EBITDA that affect the Cash Incentive and Restricted Stock Awards (described in Paragraph 4 below). As a result, at the time of such an acquisition, the EBITDA target ranges will be adjusted to account for the budgeted impact, positive or negative, to EBITDA. Cash Incentive payments will be made within two and one-half months of the fiscal year-end. The provisions of this Paragraph 3 shall apply only to the Incentive Plan in effect for the applicable year during the Term. Each year’s Incentive Plan is developed by the Committee and approved by the Board, in its sole discretion, on an annual basis. Nothing set forth herein shall be construed to guarantee that an Incentive Plan will be effective for any year during the Term. The right of the Employee to Cash Incentive payments shall be governed solely by the Incentive Plan, if any, approved by the Board in its absolute discretion for the relevant year.

Cash Incentive. In addition to the Base Salary provided for in Paragraph 2 above, for each fiscal year during which Employee serves as President of Synalloy Chemicals Metals and provided Employee is in the employ of the Corporation on the last day of such fiscal year (except as provided in Paragraphs 8 and 9 hereof), the Employee shall be entitled to a cash incentive (the “Cash Incentive”) as provided for in the incentive plan (the “Incentive Plan”) established before the beginning of each of the Corporation’s fiscal years by the Committee. In the Committee’s discretion as detailed in the applicable Incentive Plan, the Cash Incentive shall be equal to a percentage of the Employee’s Base Salary, calculated using pre-determined adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) target ranges and other qualitative measures established in the applicable Incentive Plan. EBITDA is a non-GAAP measure and excludes discontinued operations, cash incentives and stock awards payable to all managers participating in the Incentive Plan, interest expense, change in fair value of interest rate swap, income taxes, depreciation, amortization, inventory gain/(loss) due to changes in nickel prices, lower of cost or market inventory adjustment, acquisition costs, shelf registration costs, earn-out adjustments, bargain purchase gains, gain on excess death benefit and retention costs from net income. The Committee shall have sole discretion to determine which other items of income and expense are included in and/or excluded from EBITDA and what qualitative measures, if any, factor into computation of the Cash Incentive, and its determination shall be final, binding and conclusive upon the parties hereto. The Corporation may at any time or times change or discontinue any or all of its present or future operations, or may close, sell or move any one or more of its plants, facilities or divisions, or may undertake any new or other operations, or may take any and all other steps which the Board, in its exclusive judgment, shall deem advisable or desirable for the Corporation, and if any such action taken by the Corporation or its Board adversely affects EBITDA as hereinabove defined, the Employee shall have no claim or recourse by reason of any such action. Acquisitions will occur from time to time that will result in either positive or negative EBITDA that affect the Cash Incentive and Restricted Stock Awards (described in Paragraph 4 below). As a result, at the time of such an acquisition, the EBITDA target ranges will be adjusted to account for the budgeted impact, positive or negative, to EBITDA. Cash Incentive payments will be made within two and one-half months of the fiscal year-end. The provisions of this Paragraph 3 shall apply only to the Incentive Plan in effect for the applicable year during the Term. Each year’s Incentive Plan is developed by the Committee and approved by the Board, in its sole discretion, on an annual basis. Nothing set forth herein shall be construed to guarantee that an Incentive Plan will be effective for any year during the Term. The right of the Employee to Cash Incentive payments shall be governed solely by the Incentive Plan, if any, approved by the Board in its absolute discretion for the relevant year.

Cash Incentive. In addition to the Base Salary provided for in Paragraph 2 above, for each fiscal year during which Employee serves as Senior Vice President and Chief Financial Officer of Synalloy Chemicals the Corporation and provided Employee is in the employ of the Corporation on the last day of such fiscal year (except as provided in Paragraphs 8 and 9 hereof), the Employee shall be entitled to a cash incentive (the “Cash Incentive”) as provided for in the incentive plan (the “Incentive Plan”) established before the beginning of each of the Corporation’s fiscal years by the Committee. In the Committee’s discretion as detailed in the applicable Incentive Plan, the Cash Incentive shall be equal to a percentage of the Employee’s Base Salary, calculated using pre-pre- determined adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) target ranges and other qualitative measures established in the applicable Incentive Plan. EBITDA is a non-GAAP measure and excludes discontinued operations, cash incentives and stock awards payable to all managers participating in the Incentive Plan, interest expense, change in fair value of interest rate swap, income taxes, depreciation, amortization, inventory gain/(loss) due to changes in nickel prices, lower of cost or market inventory adjustment, acquisition costs, shelf registration costs, earn-out adjustments, bargain purchase gains, gain on excess death benefit and retention costs from net income. The Committee shall have sole discretion to determine which other items of income and expense are included in and/or excluded from EBITDA and what qualitative measures, if any, factor into computation of the Cash Incentive, and its determination shall be final, binding and conclusive upon the parties hereto. The Corporation may at any time or times change or discontinue any or all of its present or future operations, or may close, sell or move any one or more of its plants, facilities or divisions, or may undertake any new or other operations, or may take any and all other steps which the Board, in its exclusive judgment, shall deem advisable or desirable for the Corporation, and if any such action taken by the Corporation or its Board adversely affects EBITDA as hereinabove defined, the Employee shall have no claim or recourse by reason of any such action. Acquisitions will occur from time to time that will result in either positive or negative EBITDA that affect the Cash Incentive and Restricted Stock Awards (described in Paragraph 4 below). As a result, at the time of such an acquisition, the EBITDA target ranges will be adjusted to account for the budgeted impact, positive or negative, to EBITDA. Cash Incentive payments will be made within two and one-half months of the fiscal year-end. The provisions of this Paragraph 3 shall apply only to the Incentive Plan in effect for the applicable year during the Term. Each year’s Incentive Plan is developed by the Committee and approved by the Board, in its sole discretion, on an annual basis. Nothing set forth herein shall be construed to guarantee that an Incentive Plan will be effective for any year during the Term. The right of the Employee to Cash Incentive payments shall be governed solely by the Incentive Plan, if any, approved by the Board in its absolute discretion for the relevant year.