Common use of Performance Contingency Clause in Contracts

Performance Contingency. The “Performance Contingency” is satisfied if for the second year, for the third year or for the fourth year of the Performance Period, the Company’s adjusted annual Net Income from Continuing Operations (“Net Income from Continuing Operations”) is at least % of the adjusted Net Income from Continuing Operations for the year ending immediately prior to the beginning of the Performance Period (based on compounded annual Net Income growth from Continuing Operations of % per year times three years). More specifically, the Performance Contingency is satisfied if on , 20 , or on , 20 , or on , 20 , the Company’s adjusted Net Income from Continuing Operations is at least % of the 20 year-end adjusted Net Income from Continuing Operations. To determine whether the Performance Contingency is satisfied, Net Income from Continuing Operations will be calculated excluding the effects of the following, if the amount is over $4,000,000 on a pre-tax basis and is not considered in the annual budget approved by the Board of Directors: (i) charges for reorganizing and restructuring; (ii) discontinued operations; (iii) asset write-downs; (iv) gains or losses on the disposition of an asset or business; (v) mergers, acquisitions or dispositions; and (vii) extraordinary, unusual and/or non-recurring items of gain or loss, that in all of the foregoing the Company identifies in its audited financial statements, including footnotes, or the Management’s Discussion and Analysis section of the Company’s periodic reports.

Performance Contingency. The “Performance Contingency” is satisfied if for the second year, for the third year or for the fourth year of the Performance Period, the Company’s adjusted annual Net Income from Continuing Operations (“Net Income from Continuing Operations”) is at least ___% (i.e., compounded annual return of ___% for a two year period over projected 20__ net income from continuing operations) of the adjusted Net Income from Continuing Operations budgeted consolidated net income for the year ending immediately prior to the beginning of the Performance Period (based on compounded annual Net Income growth from Continuing Operations of % per year times three years)20__. More specifically, the Performance Contingency is satisfied if on ________ __, 20 20__, or on ________ __, 20 20__, or on ________ __, 20 20__, the Company’s adjusted Net Income from Continuing Operations is at least $___ million which is ___% of the 20 year-end adjusted 20__ budgeted consolidated Net Income from Continuing Operations. To determine whether the Performance Contingency is satisfied, Net Income from Continuing Operations will be calculated excluding the effects of the following, if the amount is over $4,000,000 on a pre-tax basis and is not considered in the annual budget approved by the Board of Directors: (i) charges for reorganizing and restructuring; (ii) discontinued operations; (iii) asset write-downs; (iv) gains or losses on the disposition of an asset or business; (v) mergers, acquisitions or dispositions; and (vii) extraordinary, unusual and/or non-recurring items of gain or loss, that in all of the foregoing the Company identifies in its audited financial statements, including footnotes, or the Management’s Discussion and Analysis section of the Company’s periodic reports.