Common use of Satisfaction of Performance Goals Clause in Contracts

Satisfaction of Performance Goals. The determination as to whether a Performance Goal with respect to Pool I Performance Shares and Pool II Performance Shares shall have been met shall be made by the Board of Directors following the review and/or audit, as applicable, by the Company’s independent certified public accountants of the financial statements of the Company for the fiscal quarter or fiscal year, as applicable, ending on the last day of the period during which such Performance Goal is believed to have been met. Notwithstanding any provision contained herein to the contrary, the Board of Directors shall have the sole and absolute discretion to interpret the meaning of any defined term contained herein used in the calculation of DCF and Consolidated EBITDA, which interpretation shall be binding on Participant (whether or not such interpretation is in accordance with GAAP or, for those term not defined by GAAP, other commonly used definitions or measures). If and to the extent Participant is a member on the Board of Directors at the time any such determination described in this clause (C) is made, such Participant shall abstain from taking part in such determination.