Company Consolidated EBITDA. Is one of the Performance Measures under this Agreement and shall mean for any fiscal year of the Company, consolidated net income for such fiscal year of the Company plus, without duplication and to the extent reflected as a charge in the statement of such consolidated net income for such fiscal year, the sum of (i) income tax expense, (ii) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions (to the extent not already captured in interest
... expense), discounts and other fees and charges associated with indebtedness, (iii) depreciation and amortization expense (excluding amounts of prepaid incentives under customer contracts), (iv) any extraordinary non-cash expenses or losses, (v) any costs and expenses incurred in connection with that certain merger of H Acquisition Corp., a subsidiary of M&F with and into John H. Harland Company, effective May 1, 2007 and reconstituted as Harland Clarke Corp. (the "Transaction"), (vi) allocation of fees charged by M&F or a subsidiary to the Company relating to the operation of the Company and (vii) all restructuring costs, in the case of clauses (i) through (vii) above, solely with respect to the Company and without duplication to any such items also charged to the Company's subsidiaries, and minus (x) to the extent included in the statement of such consolidated net income for such period, the sum of (a) interest income, (b) any extraordinary or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such consolidated net income for such period, gains on the sales of assets outside of the ordinary course of business), and (c) income tax credits (to the extent not netted from income tax expense) and (y) any cash payments made during such period in respect of items described in clause (iv) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of consolidated net income, in the case of clauses (a) through (c) above, solely with respect to the Company, all as determined on a consolidated basis, all of the foregoing to be determined by the Board or the Committee, as applicable. For the purposes of determining compensation milestones for any fiscal year, Company Consolidated EBITDA will be adjusted by the Board or the Committee, as applicable, as appropriate for material acquisitions or dispositions of any business or assets of or by the Company or its subsidiaries for such fiscal year and thereafter.
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