Scantron Consolidated EBITDA. Is one of the Performance Measures under this Agreement and shall mean for any fiscal year of Scantron, consolidated operating income for such fiscal year of Scantron plus, without duplication, the sum of (i) depreciation and amortization expense (excluding amounts of prepaid incentives under customer contracts), (ii) any extraordinary non-cash expenses or losses, and (iii) allocation of fees charged by M&F or a subsidiary to Scantron relating to the operation of Scantron, (iv) all
... restructuring costs, in the case of clauses (i) through (iv) above, solely with respect to Scantron and minus (x) to the extent included in the statement of such consolidated net income for such period, the sum of any extraordinary or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such consolidated operating income for such period, gains on the sales of assets outside of the ordinary course of business), and (y) any cash payments made during such period in respect of items described in clause (ii) 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 operating income, 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, Scantron 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 Scantron or its subsidiaries for such fiscal year and thereafter.
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