Non-GAAP EBITDA definition
Examples of Non-GAAP EBITDA in a sentence
Whether the Adjusted Non-GAAP EBITDA Performance Goal for the Performance Measurement Period has been achieved shall be determined by the Company or Committee, as applicable, pursuant to Section 2.8 below.
For the avoidance of doubt, Non-GAAP EBITDA, as adjusted, shall specifically include merger and acquisition related operations and activities of the Company.
For the avoidance of doubt, Non-GAAP EBITDA, as adjusted, shall specifically include merger and acquisition related operations and activities of the Company, including SANYO Semiconductor.
The “Applicable Vesting Factor” shall be equal to either (i) the sole Vesting Factor that corresponds to the actual Cumulative Consolidated Non-GAAP EBITDA set forth in the table in Section 1(m) above in the event there is no Vesting Factor Range, or (ii) the sum of (A) the lowest Vesting Factor in the applicable Vesting Factor Range that corresponds to the actual Cumulative Consolidated Non-GAAP EBITDA set forth in the table in Section 1(m) above, plus (B) the ProRata Vesting Factor Increase.
If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance level ($ million), all of the Units will be earned as of the end of the Performance Measurement Period.
The Grantee acknowledges and agrees that the terms of this Agreement (including the Performance Measures for both Revenue and Adjusted Non-GAAP EBITDA) are considered proprietary information of the Company.
If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds the Target performance level ($_____ million), the Company, or the Committee with respect to grants to employees who are Covered Employees, shall increase the number of Units earned pursuant to Section 2.1 by multiplying the earned Units by a Performance Multiplier.
Any unvested Units will carry forward to subsequent fiscal years until the cumulative Minimum Performance Measures for both Revenue and Adjusted Non-GAAP EBITDA for the fiscal years or the cumulative Maximum Performance Measures for both Revenue and Adjusted Non-GAAP EBITDA for the fiscal years are met, and then all Units carried forward related to these measures shall vest at the appropriate level ( % or 100%) on the relevant Vesting Date.
If the Company’s Adjusted Non-GAAP EBITDA for the Performance Measurement Period exceeds the Threshold performance level ($ million) but is less than the Target performance level ($ million), the number of Units earned as of the end of the Performance Measurement Period will be determined by applying straight line interpolation between the Threshold performance level ($ million) and Target performance level ($ million).
If the applicable Maximum Performance Measures with respect to both Revenue and Adjusted Non-GAAP EBITDA are met for the fiscal year, the other 50% of the eligible Units shall vest on the relevant Vesting Date.