(ix)any call premium (or original issue discount) expenses associated with the repurchase or repayment of indebtedness;
(x)any other non-cash charges (including stock option, restricted stock and other noncash compensation or foreign exchange losses);
(xi)any reasonable expense related to any equity offering, acquisition, recapitalization, asset sale or indebtedness (whether or not successful);
and minus (1) any extraordinary, unusual or non-recurring income or gains, (2) any other non-cash income or gains (including foreign exchange gains) (other than the amortization of prepaid cash income) and (3) any dividends received from any publicly traded Affiliate the equity value of which has been added to Implied Equity Value. Adjusted EBITDA may include such additional measures of performance and liquidity as the Administrator determines are appropriate to determine value and service debt. Adjusted EBITDA is a non-GAAP financial measure used by the Company in the budget and reporting process.
(b)“Adjusted EBITDA Margin” means Adjusted EBITDA divided by total revenues.
(c)“Administrator” means the Board or the Committee appointed by the Board in accordance with Section 3.
(d)“Affiliate” means any parent or direct or indirect subsidiary of the Company, whether now or hereafter existing.
(e)“Award” means, individually or collectively, any Option, Restricted Award, Performance Award, SAR, other Stock-Based Award or Cash-Based Award granted under the Plan.
(f)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Award. Each Award Agreement will be subject to the terms and conditions of the Plan and need not be identical.
(g)“Board” means the Board of Directors of the Company.
(h)“Cash-Based Award” means an Award granted under Section 11.
(i)“Cash Performance Award” means a cash-based Performance Award granted under Section 8.
(j)“Cause” means “Cause” as defined in any written Service Agreement in effect between the applicable Participant and the Company or a Subsidiary, or if such Participant is not a party to a written Service Agreement in which Cause is defined, then Cause means (i) the abuse of illegal drugs, alcohol or other controlled substances or the intoxication of such Participant during working hours, (ii) the arrest for, or conviction of, a felony, (iii) the commission of fraud, embezzlement or theft by such Participant (iv) the unexcused absence by such Participant from such Participant’s regular job location for more than five consecutive days or for more than the