Common use of Annual Bonus Clause in Contracts

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash under the Company’s annual incentive compensation plans, as may be in effect from time to time (the “Annual Incentive Plans”). For each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Code.

Annual Bonus. In addition to During the Annual Base SalaryTerm, the Executive Employee shall be eligible to receive, receive an annual performance bonus payment (a “Performance Bonus”) for each fiscal calendar year ending during the Employment Period, pursuant to an annual cash performance bonus program (the “Annual BonusBonus Plan”) ). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in cash under the Companyaccordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual incentive compensation plans, as may be Base Salary in effect from time to time on the last day of the applicable calendar year (the “Annual Incentive PlansTarget Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each fiscal year ending during calendar year, the Employment PeriodBoard (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (aii) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (percentage of annualized Base Salary payable to Employee if some lesser or if a target bonus for such year has not been established as greater percentage of the Effective Datetarget annual performance is achieved, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occursand (iii) (the “Recent Target Bonus”), (b) any performance goals or such other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as terms and conditions of the Effective Date, the performance goals applicable Bonus Plan necessary to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. In addition to the Annual Base SalaryFor fiscal year 1997 (ending January 31, the Executive shall be eligible to receive, 1998) and for each fiscal year ending that begins during the Employment Period (each such fiscal year, a "Bonus Year"), Executive shall be entitled to receive a bonus of 40% of Base Salary (each, a "Bonus") conditioned upon the satisfaction of (a) Company performance goals established by the Compensation Committee of the Board of Directors of the Company (the "Committee") for such Bonus Year and (b) personal performance goals submitted by the Executive to, and approved by, the Company and the Committee for such Bonus Year. Company and personal performance goals are herein referred to collectively as the "Performance Goals". In the event the Performance Goals for any Bonus Year are not fully satisfied, the Committee shall have the right, but not the obligation, to grant a partial Bonus for such Bonus Year. The Performance Goals for each Bonus Year shall be established as soon as possible following the beginning of such Bonus Year. The Bonus earned for any Bonus Year shall be payable promptly following the determination thereof, but in no event later than 90 days following the end of each Bonus Year. If (a) the Employment Period shall expire or terminate and (b) Employee is entitled to payment of a bonus pursuant to Section 6 hereof, the Bonus payable for the Bonus Year in which the Employment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, multiplied by a fraction, the numerator of which shall be the number of days of the Employment Period within the Bonus Year and the denominator of which shall be 365. For the purposes of determining the amount of Bonus payable pursuant to the immediately preceding sentence, it shall be assumed that all conditions to payment based upon performance by the Executive (e.g. personal performance goals) have been satisfied. Notwithstanding anything to the contrary contained herein or in the Employer's Bonus Plan, in the event (y) the Employment Period shall end for any reason whatsoever on a day prior to payment to Executive of a Bonus for the last full Bonus Year contained within the Employment Period, an annual bonus and (the “Annual Bonus”z) in cash under the Company’s annual incentive compensation plans, as may be in effect from time Executive would have been entitled to time (the “Annual Incentive Plans”). For each fiscal year ending during receive a Bonus for such last full Bonus Year had the Employment PeriodPeriod not ended - then, (a) Employer shall pay to Executive the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus Bonus for such year has last full Bonus Year as and when such Bonus would have been paid had the Employment Period not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Codeended.

Annual Bonus. In addition to For each calendar year during the Annual Base SalaryTerm of Employment, the Executive shall be eligible to receiveparticipate in such bonus programs as are available to senior executives of the Company, including as further described in this Section 4(b) with regard to the 2006-2009 calendar years. During the 2006 calendar year the Executive shall continue to participate in the annual incentive plan in which he participates immediately prior to the date of this Agreement and, with respect to the 2006 calendar year, he shall receive an actual bonus which shall be no less than his target bonus. Thereafter, the aggregate targeted payout level for each fiscal year ending during achievement of the Employment PeriodExecutive’s annual incentive performance objectives shall be no less than sixty percent (60%) of the Executive’s Annual Base Salary for such calendar year, an with the maximum payout being twice such percentage of the Executive’s Annual Base Salary and a minimum payment of zero percent (0%) of the Executive’s Annual Base Salary. During 2007 through 2009 calendar years, the terms and conditions of such bonus opportunities shall be established by the Group Executive Director of Parent International (the “Group Executive Officer”) in good faith in consultation with the Chief Executive Officer in a manner such that seventy percent (70%) of the performance targets shall be based on business measures (including, without limitation, financial, customer and employee key performance indicators and delivery of integration synergies), and thirty percent (30%) of the performance targets shall be based on personal performance measures. Except as otherwise expressly provided herein, the terms and conditions of the Executive’s annual bonus (including, without limitation, determination of the level of achievement of business and personal performance targets) shall be determined in the good faith discretion of the Group Executive Director; provided that such targets set for payment shall be determined by the Group Executive Director in consultation with the Chief Executive Officer. No bonus payment shall be required to be made with respect to a calendar year in which the Executive is not employed on the payment date or with respect to a calendar year in which the applicable performance targets are not met, except as otherwise provided herein. Each such annual bonus which becomes payable (the “Annual Bonus”) in cash under the Company’s annual incentive compensation plans, as may be in effect from time to time (the “Annual Incentive Plans”). For each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, paid no later than two and a half months seventy-four (74) days after the end of the fiscal calendar year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Code.

Annual Bonus. In addition to During the Annual Base SalaryTerm, the Executive Employee shall be eligible to receive, receive an annual performance bonus payment (a “Performance Bonus”) for each fiscal calendar year ending during the Employment Period, pursuant to an annual cash performance bonus program (the “Annual BonusBonus Plan”) ). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in cash under the Companyaccordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 80% of Employee’s annual incentive compensation plans, as may be Base Salary in effect from time to time on the last day of the applicable calendar year (the “Annual Incentive PlansTarget Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 80% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each fiscal year ending during calendar year, the Employment PeriodBoard and the Employee will mutually determine and will establish in writing (i) the applicable performance targets, (aii) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (percentage of annualized Base Salary payable to Employee if some lesser or if a target bonus for such year has not been established as greater percentage of the Effective Datetarget annual performance is achieved, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occursand (iii) (the “Recent Target Bonus”), (b) any performance goals or such other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as terms and conditions of the Effective Date, the performance goals applicable Bonus Plan necessary to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed on the last day of the calendar year.

Annual Bonus. In addition For each Transferred Employee who is eligible for an annual cash bonus under any annual cash performance and incentive plans sponsored by Seller (each, a “Seller Incentive Plan”) for the 2017 calendar year (the “Bonus Year”), Seller shall calculate all accrued but unpaid Liabilities payable to such Transferred Employees under the applicable Seller Incentive Plan as of the Transition Date (and, for the avoidance of doubt, pro-rated based on the relative portion of the applicable performance period that has elapsed through the Transition Date) (such amount, the “Transition Date Bonus Amount”) and provide Purchaser a schedule of the Transition Date Bonus Amount and the amount payable to each such Transferred Employee (the “Transition Date Bonus Amount Schedule”). Within thirty (30) days following the Closing Date, Seller shall make a cash payment to Purchaser in an amount equal to the Annual Base SalaryTransition Date Bonus Amount (such date, the Executive “Transition Date Bonus Amount Transfer Date”). Purchaser or its Affiliates shall be eligible responsible for the payment of bonus amounts with respect to receiveTransferred Employees for the Bonus Year and, (i) shall pay the Transition Date Bonus Amount to the Transferred Employees in accordance with and in the amounts set forth on the Transition Date Bonus Amount Schedule and (ii) for each fiscal year ending during the Employment Periodavoidance of doubt, shall pay any such Transferred Employee who is otherwise entitled to a bonus under the applicable Purchaser (or Purchaser Affiliate) annual bonus plan an annual bonus (in respect of the “Annual Bonus”) in cash under Bonus Year, pro-rated based on the Company’s annual incentive compensation plansrelative portion of the applicable performance period that has elapsed after the Transition Date, as may be in effect from time to time (the “Annual Incentive Plans”). For each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under provided such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus Transferred Employee remains eligible for such year has not been established annual bonus on such terms as would apply to similarly situated employees of the Effective DatePurchaser or its Affiliates. Purchaser or its Affiliates may pay the Transition Date Bonus Amounts to Transferred Employees when Purchaser or its Affiliates pay annual bonuses for 2017 to similarly situated employees in the normal course of business; provided, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”)however, (b) that if any performance goals Transferred Employee terminates employment with Purchaser or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable its Affiliate prior to the Executive than any date such performance goals annual bonuses would be paid in the normal course of business, Purchaser or other criteria with respect to its Affiliate will pay such individual the Annual bonus amount specified on the Transition Date Bonus as applicable for Amount Schedule in the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Dateindividual’s final paycheck. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive PlansMARKED BY BRACKETS, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paidHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the CodeAS AMENDED.

Annual Bonus. In addition to During the Annual Base SalaryTerm, the Executive Employee shall be eligible to receive, receive an annual performance bonus payment (a “Performance Bonus”) for each fiscal calendar year ending during the Employment Period, pursuant to an annual cash performance bonus program (the “Annual BonusBonus Plan”) ). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in cash under accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% or such greater percentage as is determined by the Company’s annual incentive compensation plansBoard (or a designated committee thereof), as may be in effect from time to time (the “Annual Incentive PlansTarget Performance Bonus Percentage”)) of Employee’s annual Base Salary in effect on the last day of the applicable calendar year; provided, that the Target Performance Bonus Percentage for a given year may be increased (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each fiscal year ending during calendar year, the Employment PeriodBoard (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (aii) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (percentage of annualized Base Salary payable to Employee if some lesser or if a target bonus for such year has not been established as greater percentage of the Effective Datetarget annual performance is achieved, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occursand (iii) (the “Recent Target Bonus”), (b) any performance goals or such other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as terms and conditions of the Effective Date, the performance goals applicable Bonus Plan necessary to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. In addition to During the Annual Base SalaryEmployment Period, the Executive Employee shall be eligible to receive, receive an annual performance bonus payment (a “Performance Bonus”) for each fiscal calendar year ending during the Employment Period, pursuant to an annual cash performance bonus program (the “Annual BonusBonus Plan”) ). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in cash under accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% or such greater percentage as is determined by the Company’s annual incentive compensation plans, as may be in effect from time to time Compensation Committee (the “Annual Incentive PlansTarget Performance Bonus Percentage”)) of Employee’s annual Base Salary in effect on the last day of the applicable calendar year; provided, however, that the Target Performance Bonus Percentage for a given year may be increased (but not decreased without the Employee’s written consent) by the Compensation Committee in its discretion. For each fiscal year ending during calendar year, the Employment PeriodCompensation Committee will determine and establish in writing (i) the applicable performance targets, (aii) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (percentage of annualized Base Salary payable to Employee if some lesser or if a target bonus for such year has not been established as greater percentage of the Effective Datetarget annual performance is achieved, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occursand (iii) (the “Recent Target Bonus”), (b) any performance goals or such other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as terms and conditions of the Effective Date, the performance goals applicable Bonus Plan necessary to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) be exempt from or to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 6, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 6.

Annual Bonus. In addition to During the Annual Base SalaryTerm, the Executive Employee shall be eligible to receive, receive an annual performance bonus payment (a “Performance Bonus”) for each fiscal calendar year ending during the Employment Period, pursuant to an annual cash performance bonus program (the “Annual BonusBonus Plan”) ). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in cash under the Companyaccordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 120% of Employee’s annual incentive compensation plans, as may be Base Salary in effect from time to time on the last day of the applicable calendar year (the “Annual Incentive PlansTarget Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 120% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each fiscal year ending during calendar year, the Employment PeriodBoard (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (aii) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (percentage of annualized Base Salary payable to Employee if some lesser or if a target bonus for such year has not been established as greater percentage of the Effective Datetarget annual performance is achieved, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occursand (iii) (the “Recent Target Bonus”), (b) any performance goals or such other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as terms and conditions of the Effective Date, the performance goals applicable Bonus Plan necessary to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. In addition With respect to each calendar year that ends during the Annual Base SalaryTerm, the Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, receive an annual cash bonus (the “Annual Bonus”), prorated for the first calendar year of the Term, ranging from zero to two hundred percent (200%) of the Annual Base Salary, with a target Annual Bonus equal to one hundred percent (100%) of the Annual Base Salary, which target Annual Bonus shall be subject to review and upward, but not downward without Executive’s written consent, adjustment by the Compensation Committee in cash under the Company’s annual incentive compensation plans, as may be in effect from time to time its sole discretion each year (the “Target Annual Incentive Plans”). For each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), based upon annual performance targets (bthe “Performance Targets”) any performance goals or other criteria used to determine established by the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to Compensation Committee in its sole discretion. The amount of the Annual Bonus shall be based upon attainment of the Performance Targets, as applicable for determined by the year in which the Effective Date occurs Board (or if performance goals for such year have not been established as any authorized committee of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year Board) in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occursits sole discretion. Each such Annual Bonus shall be paidpayable on such date as is determined by the Board, but in any event on or prior to March 15 of the extent earnedcalendar year immediately following the calendar year with respect to which such Annual Bonus relates. Notwithstanding the foregoing, no later than two and a half months after the end of the fiscal bonus shall be payable with respect to any calendar year for which the Annual Bonus is awarded, unless the Executive shall elect to defer remains continuously employed with the receipt Company during the period beginning on the Effective Date and ending on December 31 of such year; provided that if the Executive’s employment is terminated pursuant to Section 4(a)(i), (ii), (iv), (v) or (vii), the Company shall pay to the Executive a prorated Annual Bonus with respect to the calendar year in which the Date of Termination occurs equal to the Target Annual Bonus for such calendar year multiplied by a fraction, the numerator of which is the number of calendar days during such calendar year that the Executive was continuously employed by the Company and the denominator of which is 365 (the “Prorated Termination Bonus”); provided further that, in the case of a termination pursuant to an arrangement that meets the requirements of Section 409A 4(a)(ii), (iv), (v) or (vii), no portion of the CodeProrated Termination Bonus shall be paid unless the Executive timely executes the Release and does not revoke the Release within the time periods set forth in Section 5(b)(ii).

Annual Bonus. In addition to During the Annual Base SalaryTerm, the Executive Employee shall be eligible to receive, receive an annual performance bonus payment (a “Performance Bonus”) for each fiscal calendar year ending during the Employment Period, pursuant to an annual cash performance bonus program (the “Annual BonusBonus Plan”) ). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in cash under the Companyaccordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 80% of Employee’s annual incentive compensation plans, as may be Base Salary in effect from time to time on the last day of the applicable calendar year (the “Annual Incentive PlansTarget Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 80% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each fiscal year ending during calendar year, the Employment PeriodBoard (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (aii) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (percentage of annualized Base Salary payable to Employee if some lesser or if a target bonus for such year has not been established as greater percentage of the Effective Datetarget annual performance is achieved, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occursand (iii) (the “Recent Target Bonus”), (b) any performance goals or such other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as terms and conditions of the Effective Date, the performance goals applicable Bonus Plan necessary to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. In addition For (A) the stub fiscal year beginning with the IPO Date and ending December 31, 2010, (B) each fiscal year of the Company thereafter ending during the Employment Period and (C) the stub fiscal year of the Company during which the Employment Period expires pursuant to the Annual Base Salaryterms hereof, the Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, receive an annual cash bonus (the an “Annual Bonus”) based upon performance targets that are established in cash under good faith by the Company’s annual incentive compensation plansCommittee, as may be in effect from time to time (the “Annual Incentive Plans”). For each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Dateprovided that, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paidequal to 200% of his Annual Base Salary (the “Target Bonus”) and the Executive’s threshold Annual Bonus (it being understood that such threshold amount will be paid upon achievement of a specified level of performance during the applicable fiscal year of the Company and is not intended as a minimum bonus) shall be equal to 100% of his Annual Base Salary. The Parties acknowledge and agree that, for purposes of the immediately preceding sentence, Annual Base Salary shall be equal to $750,000 without proration for the initial fiscal year of the Employment Period, notwithstanding that such initial fiscal year may be less than a full fiscal year. Notwithstanding the preceding reference in this paragraph to an annual cash bonus, the Parties agree that the Company may pay a portion of each Annual Bonus in the form of Company restricted stock or restricted stock units subject to vesting conditions and restrictive covenants that are no more restrictive (or more extensive in time) than the restrictive covenants set forth in Sections 7(a)-(e) of this Agreement. Such equity portion of the Annual Bonus shall be determined by the Committee, but (A) in the case of Annual Bonuses for the first three fiscal years of the Company ending during the Employment Period (including the stub fiscal period beginning with the IPO Date and ending December 31, 2010), shall not exceed the amount by which the applicable Annual Bonus exceeds the Target Bonus for such year, and in the case of Annual Bonuses for each fiscal year of the Company thereafter, shall not exceed 75% of the amount by which the applicable Annual Bonus exceeds $1,000,000, and (B) shall include a solely time-based vesting schedule which shall also provide for (1) vesting in full upon the Executive’s termination of employment by the Company without Cause or for Disability, by the Executive for Good Reason or as a result of the Executive’s death and (2) as determined by the Committee, either (x) immediate vesting or (y) continued vesting in accordance with the originally scheduled vesting terms of such awards, subject (with respect to clause (y)) to the Executive’s continued compliance through the applicable vesting date (except, for the avoidance of doubt, to the extent earnedthat the applicable compliance period earlier expires) with the provisions of Section 7(a)-(e) hereof (other than an immaterial breach of Sections 7(a) and 7(b)), if the Executive’s employment is terminated as a result of the Company’s previous delivery to the Executive of the written notice contemplated by Section 2 hereof (such termination, a “Company Nonrenewal”), in each case unless the Executive agrees otherwise. The cash portion of any earned Annual Bonus for a fiscal year shall be paid to the Executive no later than two and a half months after the end 15th day of the third month following the close of such fiscal year, or the calendar year for which the Annual Bonus is awardedwhere applicable, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Annual Bonus. In addition to the Annual Base Salary, the The Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, paid an annual cash performance bonus (the an “Annual Bonus”) in cash under respect of each calendar year that ends during the CompanyEmployment Term, to the extent earned based on performance against objective and reasonably attainable performance criteria. The performance criteria for any particular calendar year shall be determined in good faith by the Committee no later than ninety (90) days after the commencement of such calendar year and, in any event, shall be substantially consistent with the performance criteria applicable to other senior executives of the Company for the applicable year. The Executive’s annual incentive compensation plans, as may be in effect from time to time Annual Bonus for a calendar year shall equal 169% of his Annual Base Salary (the “Target Bonus”) for that year if target levels of performance for that year are achieved, with greater or lesser amounts (including zero) paid for performance above and below target (such greater and lesser amounts to be determined by a formula established by the Committee for that year, consistent with past practices, when it establishes the targets and performance criteria for that year), and with a maximum bonus no greater than 225% of his Annual Incentive Plans”)Base Salary. For each fiscal year ending during The Committee shall retain the Employment Period, discretionary authority to reduce (abut not increase) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal Bonus from the amount determined in the preceding sentence. The Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the a calendar year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than determined by the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months Committee after the end of the fiscal calendar year and shall be paid to the Executive when annual bonuses for which that year are paid to other senior executives of the Annual Bonus is awardedCompany generally, but in no event later than March 15 of the following calendar year, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement implemented by the Employer that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In carrying out its functions under this Section 2(b)(ii), the Committee shall at all times act reasonably and in good faith, and shall consult with Executive to the extent appropriate. The Annual Bonus shall be paid in cash, fully vested and freely transferable shares of common stock of FR (“Common Stock”) or a combination thereof, as determined by the Committee; provided that the percentage of the Executive’s Annual Bonus paid in stock shall not be greater than that of other senior executives generally. Notwithstanding anything in the foregoing to the contrary, Executive’s Annual Bonus for 2016 shall be his Target Bonus multiplied by a fraction, the numerator of which shall be the number of days from and including the Effective Date through and including December 31, 2016, and the denominator of which is 366 (the “2016 Proration”).

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, an annual bonus (i) The Board’s compensation committee (the “Annual Compensation Committee”) shall review Executive’s performance at least annually following each calendar year of the Employment Period and cause the Company to award Executive such bonus (“Bonus”) as the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company. Subject to the following sentence of this Section 5(b)(i), the amount of Executive’s Bonus shall be determined in cash under the sole and absolute discretion of the Compensation Committee and shall depend on, among other things, the Company’s annual incentive compensation plans, as may be in effect achievement of certain performance levels established from time to time by the Compensation Committee (such performance levels, as from time to time established by the Compensation Committee, the “Performance Levels”), which may (in the sole and absolute discretion of the Compensation Committee) include, without limitation, metrics based on the progress and success of development and redevelopment projects assigned to Executive. It is anticipated that the Performance Levels will be set for each calendar year of the Employment Period so that Executive can reasonably be expected to earn a Bonus for 2016 in an amount equal in value to $258,333, and for 2017 and each calendar year thereafter, $300,000 (the “Annual Incentive PlansBonus Target”). For each fiscal year ending during At the Employment Perioddiscretion of the Company, up to fifty percent (a50%) of any Bonus payable to Executive as contemplated by this Section 5(b) may be payable in shares of the ExecutiveCompany’s target bonus opportunity under restricted stock, with such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus shares to be valued for such year has not been established purposes at a price per share equal to the Market Value (as defined below) of a share of the Company’s common stock determined as of the Effective date on which the amount of such Bonus is determined by the Compensation Committee (such date, the “Bonus Grant Date”) and which shares shall vest in equal portions on the first, second and third year anniversaries of the Bonus Grant Date, the subject to Executive’s target bonus for continued employment by the year immediately preceding the year Company through such dates. The restricted stock portion of each Bonus is referred to in which the Effective Date occurs) (the this Agreement as “Recent Target Bonus”), (b) any performance goals or other criteria used Bonus Award Restricted Stock.” Each award of Bonus Award Restricted Stock shall be subject to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as an equity compensation plan of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) Company and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than subject to Executive’s execution of a standard Company restricted stock agreement consistent with the exercise terms of such discretion for the year immediately preceding the year in which the Effective Date occursthis subsection. Each such Annual Any Bonus payable to Executive as contemplated by this Section 5(b) shall be paid, to the extent earned, no later than two and a half months after the end payable on or before March 15th of the fiscal calendar year for following the calendar year to which the Annual such Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Code.relates. “

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, an annual base salary, if Xxxxxxx achieves the factors and criteria for annual bonus compensation hereinafter described for any calendar year of the Company, then the Company shall pay annual bonus compensation to Xxxxxxx for such calendar year (the an “Annual Bonus”) ), not later than 75 days following the end of each calendar year, determined and calculated in accordance with the percentages set forth on Exhibit A attached hereto. 50% of the total dollar amount of each Annual Bonus shall be paid in cash under and the remaining 50% of the total dollar amount of each Annual Bonus shall be paid in the form of equity awards, including, without limitation, restricted shares and/or options to purchase common shares of the Company, upon terms and conditions as determined by the Company. For purposes of determining the number of any restricted shares and/or the number of any options to purchase common shares of the Company that are awarded in payment of the amount of each Annual Bonus that is to be paid in the form of equity awards, the value of those restricted shares and/or options shall be determined based on the fair market value of the common shares of the Company on the date of grant and using the same methodology and the same valuation assumptions as are utilized by the Company for determining the value of those restricted shares and/or options for financial statement reporting purposes. The Company’s annual incentive award of Annual Bonus compensation plansto Xxxxxxx shall be determined by the factors and criteria, as including the financial performance of the Company and the performance by Xxxxxxx of his duties hereunder, that may be in effect established from time to time for the calculation of Annual Bonus awards by the Executive Compensation Committee (the “Committee”) of the Board. The performance metrics and specific targets applicable to the Company’s award of Annual Incentive Plans”)Bonus compensation to Xxxxxxx for the calendar year ended December 31, 2008 have been communicated in writing to Xxxxxxx by the Company as of the date of this Agreement. For each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective DateCompany’s calendar years in the Contract Period subsequent to 2008, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria Company will provide Xxxxxxx with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as written notice of the Effective Date, performance metrics to be used and the performance goals specific targets applicable to the Executive Company’s award of Annual Bonus compensation to Xxxxxxx for such calendar year not later than March 15 of such year in a format substantially similar to that provided by the year Company to Xxxxxxx as described in the immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise sentence of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of this Section 409A of the Code3.2.

Annual Bonus. In addition to For each complete calendar year that Executive is employed with the Annual Base SalaryCompany hereunder during the Term (each such calendar year, the a “Bonus Year”), Executive shall be eligible to receive, for each fiscal year ending during the Employment Periodreceive an annual cash bonus award (each, an annual bonus (the “Annual Bonus”) in cash under the CompanyParent’s annual short-term incentive compensation plans, plan (as may be in effect from time to time time, “STIP”), subject to and conditioned on the Parent’s overall performance and financial results together with any other terms and conditions of the STIP that may be established by the Board or the Compensation Committee of the Board (the “Annual Incentive PlansCompensation Committee”) for that Bonus Year (generally and collectively, the “STI Performance Plan”). Unless otherwise established by the Board or the Compensation Committee, the incentive opportunity available to Executive shall be based on, and the amount of each Annual Bonus shall have, a target value of no less than of 75% (“STI Bonus Target”) of the annualized rate of Executive’s Effective Base Salary as of the last day of the applicable Bonus Year. For each fiscal year ending during the Employment Period2018 calendar year, Executive will be eligible for a pro-rated Annual Bonus (the “2018 Bonus”) with a target value of 75% of Executive’s annual base earnings earned and received from the Company for 2018 (as reflected on Executive’s W-2). Notwithstanding the foregoing, (ai) unless the Executive’s target bonus opportunity under such Compensation Committee determines otherwise, Executive shall not be entitled to any payment of an Annual Incentive Plans shall at least equal Bonus (or the Executive’s target bonus under the Annual Incentive Plans 2018 Bonus) for the year any Bonus Year in which the Effective Date occurs Parent does not achieve the vesting requirements and other conditions set forth in the applicable STI Performance Plan, as determined by the Compensation Committee in its sole discretion; (or ii) the actual amount of each Annual Bonus (and the 2018 Bonus), if a target bonus for such year has not been established as any, paid to Executive is subject to determination in the sole discretion of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occursCompensation Committee; (iii) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned Executive shall not be substantially less favorable entitled to any Annual Bonus (or the 2018 Bonus) if Executive’s employment under this Agreement is terminated by the Company for Cause prior to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as date of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt payment of such Annual Bonus pursuant (or the 2018 Bonus); and, (iv) subject to an arrangement the exceptions set forth herein, Executive shall not be entitled to any Annual Bonus (or the 2018 Bonus) for any Bonus Year if Executive is not employed by the Company on the date the Compensation Committee approves payment of such Annual Bonus (or the 2018 Bonus). It is expected but not guaranteed that meets the requirements of Section 409A payment of the CodeAnnual Bonus (and the 2018 Bonus), if any, will be approved in connection with the finalization of the Parent’s annual financial statements for the Bonus Year to which it relates and paid as promptly as practicable following such approval but in no event later than December 31 of the year following the applicable Bonus Year. The Compensation Committee may, in its sole discretion, determine that up to 50% of the value of any Annual Bonus (and 2018 Bonus) shall be paid in stock of the Parent and the remainder of such Annual Bonus (and 2018 Bonus) be paid in cash. For each Bonus Year during the Term, the Compensation Committee will review the STIP and establish the structure, terms and conditions (including performance objectives, metrics, goals and incentive opportunities) of the STI Performance Plan and the target value of the incentive opportunity (“Effective STI Bonus Target”) provided to Executive for the Bonus Year as it deems appropriate.

Annual Bonus. In addition to the Annual Base Salary, the Executive Employee shall be eligible to receive, for discretionary bonus compensation for each fiscal complete calendar year ending during that Employee is employed by the Employment Period, an annual bonus Company hereunder (the “Annual Bonus”) in cash under the Company). Each Annual Bonus shall have a target value that is not less than 70% of Employee’s annual incentive compensation plans, Base Salary as may be in effect from time on the last day of the calendar year to time which such Annual Bonus relates (the “Annual Incentive PlansBonus Year”)) and a maximum value equal to 140% of Employee’s Base Salary as in effect on the last day of such Bonus Year. For each fiscal year ending during The performance targets that must be achieved in order to be eligible for certain bonus levels shall be established by the Employment PeriodBoard (or a committee thereof) annually, in its sole discretion, and communicated to Employee within the first ninety (a90) days of the Executiveapplicable Bonus Year. Notwithstanding the foregoing, Employee shall (i) receive a bonus in the amount of 35.0% of Employee’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans Base Salary, pro-rated for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as portion of the Effective Date, 2017 calendar year that Employee is employed by the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) Company hereunder (the “Recent Target 2017 Guaranteed Bonus”) and (ii) be eligible to receive a discretionary bonus with a target value that is not less than 35.0% of Employee’s Base Salary and a maximum value equal to 70% of Employee’s Base Salary (the “2017 Performance Bonus”), which 2017 Performance Bonus shall be based on the achievement of performance targets established by the Board (bor a committee thereof) any performance goals or other criteria used related to determine the actual Company’s budget and forecast in place sixty (60) days following the Effective Date. Each Annual Bonus earned (including the 2017 Guaranteed Bonus and 2017 Performance Bonus), if any, shall not be substantially less favorable paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than March 15 following the end of such Bonus Year. Notwithstanding anything in this Section 3(b) to the Executive than any such performance goals or other criteria with respect to the contrary, no Annual Bonus as applicable (including the 2017 Guaranteed Bonus and 2017 Performance Bonus), if any, nor any portion thereof, shall be payable for any Bonus Year unless Employee remains continuously employed by the year in which Company from the Effective Date occurs (or if performance goals for such year have not been established as of through the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in date on which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be (including the 2017 Guaranteed Bonus and 2017 Performance Bonus) is paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Code.

Annual Bonus. In addition to the Annual Base Salary, the (a) Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, receive an annual bonus (the “Annual Bonus”) for each full calendar year beginning on or after January 1, 2013 that he is employed with the Company during the Term (each such calendar year, a “Bonus Year”) in cash under which the Company’s annual incentive compensation plans, Company achieves certain targets as may be in effect from time to time set forth by the Compensation Committee of the Board (the “Annual Incentive PlansCompensation Committee”). For each fiscal year ending during , and the Employment Period, amount of such bonus shall have a target range (aassuming all performance targets are met or exceeded) the of 75% to 150% of Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans Base Salary for the year applicable Bonus Year; provided that, for the avoidance of doubt, Executive shall not be entitled to an Annual Bonus for any Bonus Year in which the Effective Date occurs (or if a target bonus for Company does not achieve such year has not been established targets, as of determined by the Effective DateCompensation Committee and provided, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”)further, (b) any performance goals or other criteria used to determine the actual Annual Bonus earned that Executive shall not be substantially less favorable entitled to any Annual Bonus if Executive’s employment is terminated by the Company for Cause prior to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as date of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt payment of such Annual Bonus pursuant and, subject to an arrangement that meets the requirements of Section 409A exceptions set forth in Sections 4.3(b)(1), 4.3(c)(1) and 4.3(d)(iv) below, Executive shall not be entitled to any Annual Bonus if Executive is not employed by the Company on the date the Compensation Committee determines annual bonuses for executive officers of the CodeCompany. The Annual Bonus is expected to be paid prior to March 15 of the calendar year immediately following the Bonus Year to which it relates (the “Payment Date”); provided, however, that if the Company’s accountants have not delivered the audited financial statements for such Bonus Year prior to the Payment Date for such Bonus Year, the Company may delay such Payment Date until the earlier to occur of (i) three (3) days following the Company’s receipt of such Bonus Year’s audited financial statements for such Bonus Year and (ii) June 30 of the calendar year immediately following such Bonus Year. Notwithstanding the foregoing, the Company shall use its best efforts to ensure delivery of its audited financial statements for each Bonus Year on or before March 15 of the following calendar year. Each Bonus Year during the Term, the Compensation Committee will review the structure of the targets provided by it for the preceding Bonus Year and establish the targets for the Bonus Year as it deems appropriate.

Annual Bonus. In addition to (i) The Compensation Committee of the Annual Base Salary, Board (the “Compensation Committee”) shall review Executive’s performance with the Chief Executive shall be eligible to receive, for Officer at least annually following each fiscal calendar year ending during of the Employment Period, Period and cause the Company to award Executive an annual bonus (the “Annual Bonus”) in cash under such amount as the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company. Subject to the immediately following sentence of this Section 5(b)(i), the amount of Executive’s Bonus shall be determined in the sole and absolute discretion of the Compensation Committee and shall depend on, among other things, the Company’s annual incentive compensation plans, as may be in effect achievement of certain performance levels established from time to time by the Compensation Committee (such performance levels, as from time to time established by the Compensation Committee, the “Annual Incentive PlansPerformance Levels”), which may (in the sole and absolute discretion of the Compensation Committee) include, without limitation, growth of earnings, funds from operations per share of Company stock, earnings per share of Company stock and Executive’s performance and contribution to increasing the funds from operations, as well as such individual goals for Executive as the Compensation Committee may deem appropriate. For It is anticipated that the Performance Levels will be set for each fiscal calendar year ending during of the Employment Period, (a) the Executive’s target bonus opportunity under Period so that Executive can reasonably be expected to earn a Bonus for such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the calendar year in which an amount equal to one hundred percent (100%) of the Effective Date occurs (or if a target bonus Base Salary of Executive for such year has not been established calendar year. Subject to the penultimate sentence of this Section 5(b)(i), any Bonus payable to Executive as contemplated by this Section 5(b) shall be payable 50% in cash and 50% in shares of the Company’s restricted stock, with such shares to be valued for such purposes at a price per share equal to the Market Value (as hereinafter defined) of a share of the Company’s common stock determined as of the Effective date on which the amount of such Bonus is determined by the Compensation Committee (such date, the “Grant Date”) and which shares shall vest in equal portions on the first, second and third year anniversaries of the Grant Date, subject to Executive then being employment by the Company hereunder or to such other conditions as may apply hereunder. Notwithstanding anything to the contrary set forth above, any resulting fractional share shall be paid in cash. The Company shall pay any Bonus to Executive on or before March 15th of the calendar year following the calendar year to which such Bonus relates. Notwithstanding anything to the contrary set forth above, the number of shares that would otherwise be granted to Executive for any Bonus with respect to calendar year 2011 or with respect to calendar year 2012 shall be reduced (but not below zero) by 12,500. By way of example only, if (pursuant to the foregoing) the amount of the Bonus to which Executive would be entitled with respect to calendar year 2011 were $450,000 and, as of the corresponding Grant Date, the ExecutiveMarket Value of a share of the Company’s target bonus common stock were $10, then (but for the year immediately preceding the year in which the Effective Date occurssentence) (the “Recent Target Bonus”), (b) any performance goals or other criteria used Executive would be entitled to determine the actual Annual receive a Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to 2011 in an amount of $450,000, 50% of which would be payable in cash (e.g., a cash portion of $225,000) and 50% of which would be payable in the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as form of a grant of shares of the Effective DateCompany’s restricted stock (e.g., a stock portion of 22,500 shares) — however (as a consequence of the immediately preceding sentence), the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise stock portion of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paidreduced by 12,500 shares, which would result in the total Bonus being payable to the extent earned, no later than two Executive with respect to calendar year 2011 consisting of $225,000 in cash and a half months after the end 10,000 shares of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the CodeCompany’s restricted stock.

Annual Bonus. In addition Pursuant to the Annual Base Salaryterms of the Company’s Management Incentive Plan or any successor arrangement thereto (“MIP”), the Executive shall be eligible to receive, receive a performance bonus for each fiscal year ending during of the Employment PeriodCompany, an annual bonus which shall be subject to the Executive’s continued employment with the Company and the accomplishment of the specific performance goals established by the Compensation Committee for such fiscal year (the “Annual Bonus”) ), with a target value of at least 45% of the Executive’s Base Salary for such fiscal year. The Compensation Committee, in cash under its sole discretion, but in consultation with the Company’s annual incentive compensation plansCEO, as may be in effect from time to time (shall establish the “Annual Incentive Plans”). For following for the MIP for each fiscal year ending during the Employment Period, year: (a) the Executiveapplicable performance criteria and goals (“Targets”); (b) the relative weightings, if any, of the Exhibit 10.32 Targets; and (c) the percentage of the target Annual Bonus that the Executive will be able to earn upon achievement of certain percentages of the Targets, including the percentages of performance in excess of 100% of Target in which event a higher Annual Bonus will be earned, and which may include minimum percentages below which no Annual Bonus will be earned. The calculation of the Annual Bonus shall be determined by the Compensation Committee, in its reasonable discretion following the completion of the Company’s target bonus opportunity under audit for such fiscal year, and the Annual Incentive Plans Bonus for a given fiscal year shall be paid within 15 days of the receipt by the Company of the audited financial statements for such fiscal year, but no later than the 15th day of the third month following the end of such fiscal year. If this Agreement terminates other than at least the end of a fiscal year and if the Executive is entitled to a pro rata Annual Bonus for such partial fiscal year pursuant to Section 5 hereof, such pro rata Annual Bonus shall be equal to the Executive’s target bonus Annual Bonus that the Executive would have received under the MIP, based on the Target for such fiscal year, multiplied by a fraction, the numerator of which shall be the number of days during such fiscal year he was so employed and the denominator of which shall be the number of days in such fiscal year (“Pro Rata Annual Incentive Plans Bonus”). The Executive also may be entitled to the Annual Bonus for the fiscal year prior to the fiscal year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paidis terminated, to the extent earnednot yet paid (“Preceding Bonus”). The Executive shall be entitled to receive the Preceding Bonus and/or the Pro Rata Bonus, no later than two and a half months after as applicable, at the end of the fiscal year for which time the Annual Bonus is awarded, unless payable pursuant to the Executive shall elect to defer terms of the receipt of such MIP. The Annual Bonus pursuant shall, in all respects, be subject to an arrangement that meets the requirements of Section 409A terms of the CodeMIP.

Annual Bonus. In addition to During the Annual Base SalaryEmployment Period, the Executive Employee shall be eligible to receive, receive an annual performance bonus payment (a “Performance Bonus”) for each fiscal calendar year ending during the Employment Period, pursuant to an annual cash performance bonus program (the “Annual BonusBonus Plan”) ). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in cash under accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 80% or such greater percentage as is determined by the Company’s annual incentive compensation plans, as may be in effect from time to time Compensation Committee (the “Annual Incentive PlansTarget Performance Bonus Percentage”)) of Employee’s annual Base Salary in effect on the last day of the applicable calendar year; provided, however, that the Target Performance Bonus Percentage for a given year may be increased (but not decreased without the Employee’s written consent) by the Compensation Committee in its discretion. For each fiscal year ending during calendar year, the Employment PeriodCompensation Committee will determine and establish in writing (i) the applicable performance targets, (aii) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (percentage of annualized Base Salary payable to Employee if some lesser or if a target bonus for such year has not been established as greater percentage of the Effective Datetarget annual performance is achieved, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occursand (iii) (the “Recent Target Bonus”), (b) any performance goals or such other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as terms and conditions of the Effective Date, the performance goals applicable Bonus Plan necessary to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) be exempt from or to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code.”). Except as otherwise provided in Section 6, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 6

Annual Bonus. In addition to the Annual Base Salary, the Executive Employee shall be eligible to receive, for discretionary bonus compensation for each fiscal complete calendar year ending during that Employee is employed by the Employment Period, an annual bonus Company hereunder (the “Annual Bonus”) in cash under the Company). Each Annual Bonus shall have a target value that is not less than 100% of Employee’s annual incentive compensation plans, Base Salary as may be in effect from time on the last day of the calendar year to time which such Annual Bonus relates (the “Annual Incentive PlansBonus Year”)) and a maximum value equal to 200% of Employee’s Base Salary as in effect on the last day of such Bonus Year. For each fiscal year ending during The performance targets that must be achieved in order to be eligible for certain bonus levels shall be established by the Employment PeriodBoard (or a committee thereof) annually, in its sole discretion, and communicated to Employee within the first ninety (a90) days of the Executiveapplicable Bonus Year. Notwithstanding the foregoing, Employee shall (i) receive a bonus in the amount of 50% of Employee’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans Base Salary, pro-rated for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as portion of the Effective Date, 2017 calendar year that Employee is employed by the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) Company hereunder (the “Recent Target 2017 Guaranteed Bonus”) and (ii) be eligible to receive a discretionary bonus with a target value that is not less than 50% of Employee’s Base Salary and a maximum value equal to 100% of Employee’s Base Salary (the “2017 Performance Bonus”), which 2017 Performance Bonus shall be pro-rated for the portion of the 2017 calendar year that Employee is employed by the Company hereunder and based on the achievement of performance targets established by the Board (bor a committee thereof) any performance goals or other criteria used related to determine the actual Company’s budget and forecast in place sixty (60) days following the Effective Date. Each Annual Bonus earned (including the 2017 Guaranteed Bonus and 2017 Performance Bonus), if any, shall not be substantially less favorable paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than March 15 following the end of such Bonus Year. Notwithstanding anything in this Section 3(b) to the Executive than any such performance goals or other criteria with respect to the contrary, no Annual Bonus as applicable (including the 2017 Guaranteed Bonus and 2017 Performance Bonus), if any, nor any portion thereof, shall be payable for any Bonus Year unless Employee remains continuously employed by the year in which Company from the Effective Date occurs (or if performance goals for such year have not been established as of through the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in date on which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be (including the 2017 Guaranteed Bonus and 2017 Performance Bonus) is paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Code.

Annual Bonus. In addition For each full calendar year ending during the Employment Period (which, for these purposes, will be deemed to have commenced on January 1, 2010) and, to the Annual Base Salaryextent expressly provided in Section 6, the Executive shall be eligible to receive, for each fiscal any partial year ending during the Employment Period, if the Company and Executive attain 100% of the performance objectives (“Performance Targets”) established by the Committee (and reasonably acceptable to Executive) for such calendar year and, except to the extent provided in Section 6, Executive is continuously employed by the Company hereunder until the date for payment of annual executive bonuses for such calendar year, Executive shall receive an annual bonus for such year. During the Employment Period, the Committee may review the Target Bonus (as defined below), and may increase, but not decrease, such Target Bonus as it determines, in its sole discretion and shall also increase the Target Bonus as provided in Section 3.a.iii. In addition, in the event that the Performance Targets for a calendar year have not been proposed by March 1 of such year, then the Company’s operational plan for such calendar year shall be treated as the Performance Targets for such year. With respect to the 2010 calendar year, Executive will have a target bonus (the “Annual 2010 Target Bonus”) in cash under of $1,100,000, and with respect to the Company’s annual incentive compensation plans, as may be in effect from time to time (the “Annual Incentive Plans”). For 2011 calendar year and for each fiscal year ending thereafter during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if Executive will have a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”) of $1,600,000, increased in accordance with Section 3.a.iii. For each year of the Employment Period (including 2010), within 60 days of the beginning of a given year, the Committee and Executive shall determine and agree upon (bi) the Performance Targets for the applicable year; (ii) the minimum percentage of weighted average Performance Targets established which must be achieved for any performance goals or other criteria used bonus to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria payable with respect to a given calendar year; and (iii) the Annual maximum Target Bonus as applicable payable for performance at or above a certain maximum weighted average Performance Targets; and (iv) the year interpolation scale for performance in which excess of, or below, the Effective Date occurs (or if performance goals Performance Targets subject to the minimum and maximum thresholds set forth for such year have not been established as year. Any bonus that becomes payable under this subsection 3.a.ii shall be paid to Executive on the later of (x) February 1 of the Effective Date, calendar year following the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal calendar year for which such bonus is payable and (y) as soon as reasonably practicable following delivery to the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A Board of the Codeaudited financial statements of the Company for such calendar year, but in no event later than March 1 of the calendar year following the calendar year for which such bonus is payable.

Annual Bonus. In addition to For each calendar year during the Annual Base Salary, Employment Term (including for all of 2024 without pro-ration) the Executive Employee shall be eligible to receive, for each fiscal year ending during the Employment Period, receive an annual bonus (the “Annual Bonus”) in cash incentive payment under the Company’s annual incentive compensation plans, bonus plan as may be in effect from time to time (the “Annual Incentive PlansBonus”). For each fiscal year ending during the Employment Period, (a) the Executive’s based on a target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as to 150% of the Effective Date, the ExecutiveEmployee’s target bonus for the year immediately preceding the year in which the Effective Date occurs) Base Salary (the “Recent Target Bonus”), (b) any upon the attainment of one or more pre-established performance goals established by the Board (or other criteria used to determine a committee thereof) in its sole discretion in consultation with the actual Employee. The Company expects that the Board (or a committee thereof) will formally review performance at least annually in consultation with the Employee. The Employee’s Annual Bonus earned for a calendar year shall not be substantially less favorable to determined by the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs Board (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occursa committee thereof) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal applicable calendar year for based on the level of achievement of the applicable performance criteria, and shall be paid to the Employee in the calendar year (but no later than March 15 of such calendar year) following the calendar year to which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant relates at the same time annual bonuses are paid to an arrangement that meets the requirements of Section 409A other senior executives of the CodeCompany, subject to continued employment at the time of payment. The Annual Bonus may be paid in the form of cash or equity under the 2003 Equity Incentive Plan, as amended (the “Plan”), as determined by the Compensation Committee of the Board, following consultation with the Employee. Notwithstanding the forgoing, the Employee’s Annual Bonus for 2024 will be paid entirely in cash and in an amount no less than target (and without proration), it being agreed that the Company will pay to the Employee an amount in cash equal to the Employee’s target Annual Bonus on or before December 31, 2024, and any amounts payable above target based on the actual level of achievement of the applicable performance criteria will be paid to the Employee at the same time annual bonuses are paid to other senior executives of the Company. For the avoidance of doubt, for purposes of calculating Employee’s “Bonus” under the Severance Plan (as defined below), in the event Employee incurs a Qualifying Termination (as defined in the Severance Plan) prior to the date in which Employee’s Annual Bonus for 2024 is paid, the “Bonus” shall be equal to Employee’s target Annual Bonus for 2024.

Annual Bonus. In addition to the Annual Base SalaryFor fiscal year 1994 (ending January 28, the Executive shall be eligible to receive, 1995) and for each fiscal year ending that begins during the Employment Period (each such fiscal year, a "Bonus Year"), Executive shall be entitled to receive a bonus of 75% of Base Salary (each, a "Performance Bonus") conditioned upon the satisfaction of (a) Company performance goals established by the Committee for such Bonus Year and (b) personal performance goals submitted by the Executive to, and approved by, the Company and the Committee for such Bonus Year. Company and personal performance goals are herein referred to collectively as the "Performance Goals". In the event the Performance Goals for any Bonus Year are not fully satisfied, the Committee shall have the right, but not the obligation, to grant a partial Performance Bonus for such Bonus Year. The Performance Goals for each Bonus Year shall be established as soon as possible following the beginning of such Bonus Year. In addition, the Committee may grant a discretionary bonus of up to 25% of Base Salary for each Bonus Year (each, a "Discretionary Bonus") in the event the Committee, acting in its sole discretion, determines that payment thereof is warranted by extraordinary performance by Executive. The Performance Bonus and the Discretionary Bonus are herein referred to collectively as the "Bonus". The Bonus earned for any Bonus Year shall be payable promptly following the determination thereof, but in no event later than 90 days following the end of each Bonus Year. If (a) the Employment Period shall expire or terminate and (b) Employee is entitled to payment of a bonus pursuant to Section 6 hereof, the Bonus payable for the Bonus Year in which the Employment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, multiplied by a fraction, the numerator of which shall be the number of days of the Employment Period within the Bonus Year and the denominator of which shall be 365. For the purposes of determining the amount of Bonus payable pursuant to the immediately preceding sentence, it shall be assumed that all conditions to payment based upon performance by the Executive (e.g. personal performance goals) have been satisfied; provided that nothing herein shall be deemed to require payment of a Discretionary Bonus. Notwithstanding anything to the contrary contained herein or in the Employer's Bonus Plan, in the event (y) the Employment Period shall end for any reason whatsoever on a day prior to payment to Executive of a Bonus for the last full Bonus Year contained within the Employment Period, an annual bonus and (the “Annual Bonus”z) in cash under the Company’s annual incentive compensation plans, as may be in effect from time Executive would have been entitled to time (the “Annual Incentive Plans”). For each fiscal year ending during receive a Bonus for such last full Bonus Year had the Employment PeriodPeriod not ended - then, (a) Employer shall pay to Executive the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus Bonus for such year has last full Bonus Year as and when such Bonus would have been paid had the Employment Period not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Codeended.

Annual Bonus. In addition to During the Annual Base SalaryEmployment Term, the Executive Employee shall be eligible to receive, for each fiscal year ending during the Employment Period, receive an annual bonus (the “Annual Bonus”) in cash discretionary incentive payment under the Company’s annual incentive compensation plans, bonus plan as may be in effect from time to time (the “Annual Incentive Plans”). For each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any based on a target bonus opportunity of 150% of the Employee’s Base Salary and a maximum bonus opportunity of 200% of the Employee’s Base Salary, upon the attainment of one or more pre-established performance goals established by the Board (or other a committee thereof) in its sole discretion. It is expected that such performance criteria used will be based on both financial and non-financial goals, will be set in consultation with the Employee, and may be set at any point during the calendar year (it being intended that such criteria will be established during the Company’s annual budgeting process). The Board shall reserve the right to determine adjust the actual applicable performance criteria during the calendar year (it being understood that any such adjustment shall only be implemented, if, in the reasonable judgment of the Board, it is determined to be necessary to adapt to changing circumstances, and not with the intention of increasing the difficulty of achieving the applicable performance criteria). The Company expects that the Board will formally review performance at least annually in consultation with the Employee. The Employee’s Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the a calendar year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than determined by the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months Board after the end of the fiscal applicable calendar year for based on the level of achievement of the applicable performance criteria, and shall be paid to the Employee in the calendar year following the calendar year to which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant relates at the same time annual bonuses are paid to an arrangement that meets the requirements of Section 409A other senior executives of the CodeCompany, subject to continued employment at the time of payment. Notwithstanding the foregoing, the Employee shall be entitled to receive a guaranteed minimum Annual Bonus for calendar year 2011 in an amount equal to $400,000, payable in 2012 at the same time annual bonuses are paid to other senior executives of the Company, subject to continued employment at the time of payment (except as provided in Section 7(d) hereof) (the “Guaranteed 2011 Bonus”).

Annual Bonus. In addition to the Annual Base Salary, the The Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) participate in cash under the Company’s annual incentive compensation plans, bonus programs as may shall be in effect from time to time (the “Bonus Programs”), to the extent implemented under the Revlon Executive Incentive Compensation Plan or such successor plan as shall be in effect from time to time (the “Incentive Compensation Plan”), with target bonus eligibility of 100% of Base Salary for achieving performance objectives set by the Compensation Committee or its designee in reasonable consultation with the Executive, subject to the terms and conditions of such Bonus Programs and the Incentive Compensation Plan; provided that notwithstanding anything to the contrary contained in the Bonus Programs or the Incentive Compensation Plan, such bonus shall have a maximum annual payout of 200% of Base Salary (the “Maximum Annual Incentive PlansBonus”). For each fiscal year ending during In the Employment Period, (a) event that the Executive’s target bonus opportunity under such Annual Incentive Plans employment shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (terminate pursuant to Section 4.1, 4.2 or if a target bonus for such year has not been established as of the Effective Date4.3 during any calendar year, the Executive’s target bonus with respect to the year during which such termination occurs shall be pro-rated (the “Pro-Rated Bonus”) for the actual number of days of active employment during such year and such Pro-Rated Bonus shall be payable (i) if and to the extent bonuses are payable to executives under the Bonus Programs for that year based upon achievement of the objectives set for that year and not including any discretionary bonus amounts which may otherwise be payable to other executives despite non-achievement of bonus objectives for such year, and (ii) on the date bonuses would otherwise be payable to executives under the Bonus Programs, but no later than March 15 of the year following the year to which the bonus relates. Notwithstanding anything herein or contained in the Bonus Programs and/or Incentive Compensation Plan to the contrary, in the event that the Executive’s employment shall terminate pursuant to Section 4.1, 4.2 or 4.3 during any calendar year, the Executive shall be entitled to receive the Executive’s bonus (if not already paid) with respect to the year immediately preceding the year in of termination (if bonuses with respect to such year are payable to other executives based upon achievement of bonus objectives, and not based upon discretionary amounts which may be paid to other executives despite non-achievement of bonus objectives) as and when such bonuses would otherwise be payable to executives under the Effective Date occurs) Bonus Programs despite the fact that the Executive may not be actively employed on such date of payment (the “Recent Target Prior Year Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Code.

Annual Bonus. In During the Term, Employee shall be eligible to receive, in addition to the Annual Base Salary, such annual bonus payments as the Executive Board may specify in its sole discretion (each, an “Annual Bonus”). Annually (by no later than March 15 of each calendar year during the Term), the Board shall determine the amount (or amount range) of the Annual Bonus that Employee shall be eligible to receive, receive for each fiscal the calendar year ending during and the Employment Period, an annual bonus (performance goals that must be achieved for Employee to become entitled to receive the “Annual Bonus”) in cash under the Company’s annual incentive compensation plans, as may be in effect from time to time (the “Annual Incentive Plans”)Bonus for such calendar year. For each fiscal calendar year ending (or partial calendar year) during the Employment PeriodTerm, (a) the Executive’s target bonus opportunity under Board shall determine in its sole good faith discretion whether the performance goals established for Employee for such Annual Incentive Plans shall at least equal calendar year have been achieved, such determination to be made by no later than the Executive’s target bonus under date on which the Annual Incentive Plans Company publicly announces its earnings for the such calendar year in which a press release in the Effective Date occurs (or if a target bonus for such year has not been established as of immediately following calendar year. Subject to the Effective Dateterms hereof, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned that Employee becomes entitled to receive shall be payable to Employee within fifteen days after such determination by the Board. Notwithstanding anything to the contrary in this Agreement, Employee shall not be substantially less favorable entitled to any Annual Bonus for the 2007 calendar year; provided, however, Employee’s Annual Bonus for the 2008 calendar year shall be determined by the Board based on Employee’s Annual Base Salary for the 2008 calendar year plus the prorated amount of Employee’s Annual Base Salary earned for the 2007 calendar year and shall be subject to the Executive than any such performance goals or other criteria with respect to achievement of the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such the 2008 calendar year have not been established as of by the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year Board in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of accordance with this Section 409A of the Code3(b)(ii).

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be eligible to receive, for For each fiscal calendar year ending during the Employment Period, Executive shall have the opportunity to receive an annual bonus ("Annual Target Bonus Opportunity"), based on the “Annual Bonus”) achievement of target levels of performance, equal to 80% of his Base Salary, PROVIDED THAT, so long as Executive is employed on the last day of the calendar year, in cash under no event shall the annual bonus payable to Executive for the Company’s annual incentive compensation plans, as may be in effect from time to time (the “Annual Incentive Plans”). For each 's 2000 fiscal year ending be less than an amount equal to 50% of Executive's Base Salary, regardless of whether any applicable performance criteria have been met. Depending on actual results as measured against the performance objectives established, Executive's actual bonus payment may range from (i) a low of (A) 50% of Executive's Base Salary with respect to the Company's 2000 fiscal year and (B) zero for subsequent fiscal years to (ii) a maximum of 120% of Executive's Base Salary for each full fiscal year during the Employment Period. Subject to the guaranteed minimum set forth above, the actual bonus, if any, payable for any such year shall be determined in accordance with the terms of the Company's Executive Officers' Bonus Plan (athe "Annual Plan") based upon the Executive’s performance of the Company and/or Executive against target bonus opportunity objectives established under such Annual Incentive Plans Plan. The determination of whether and to what extent the requisite performance objectives have been met shall at least equal be made by the Executive’s target bonus under Board committee responsible for administering the Annual Incentive Plans for Plan, whose determination shall be final. Subject to Executive's election to defer all or a portion of any annual bonus payable hereunder pursuant to the year terms of any deferred compensation or savings plan or arrangement maintained or established by the Company, any annual bonus payable under this Section 3(b) shall be paid to Executive in which accordance with the Effective Date occurs (or if a target bonus for such year has not been established as terms of the Effective DateAnnual Plan, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”)PROVIDED, (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as however, that, regardless of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt terms of such Annual Bonus Plan, Executive shall have the right to defer payment of up to that portion of his annual bonus which, when coupled with any portion of his Base Salary deferred for the same year of service, does not exceed 50% (or such greater percentage as the Company shall permit) of the sum of his Base Salary and his annual bonus, PROVIDED, HOWEVER, THAT, any portion of Executive's annual bonus which would not be deductible to the Company pursuant to an arrangement that meets the requirements provisions of Section 409A 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), shall be deferred. Unless Executive shall otherwise elect a different payment date or dates or a different number of payments, any portion of Executive's annual bonus and/or Base Salary which is deferred in accordance with this Section 3 (whether at Executive's election or by reason of Section 162(m)) shall be payable to Executive in a single lump sum as soon as practicable following termination of Executive's employment for any reason and shall be credited with interest, on a compounded basis, on the last day of each calendar quarter, at 1% above the prime rate (as reported in The Wall Street Journal, Eastern Edition), as in effect on the first day of each such calendar quarter. Any election by Executive to change the timing of the distribution of the deferred amounts and/or the number of payments to be made shall be made in writing in a calendar year prior to the date payment is to be made, and shall only be effective if Executive completes at least six months' additional service as an employee following the date any such election is filed with the Secretary of the Company.

Annual Bonus. In addition to During the Annual Base SalaryTerm, the Executive Employee shall be eligible to receive, receive an annual performance bonus payment (a “Performance Bonus”) for each fiscal calendar year ending during the Employment Period, pursuant to an annual cash performance bonus program (the “Annual BonusBonus Plan”) ). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in cash under accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 120%, or such greater percentage as is determined by the Company’s annual incentive compensation plansBoard (or a designated committee thereof), as may be in effect from time to time (the “Annual Incentive PlansTarget Performance Bonus Percentage”)) of Employee’s annual Base Salary in effect on the last day of the applicable calendar year; provided, that the Target Performance Bonus Percentage for a given year may be increased (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each fiscal year ending during calendar year, the Employment PeriodBoard (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (aii) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (percentage of annualized Base Salary payable to Employee if some lesser or if a target bonus for such year has not been established as greater percentage of the Effective Datetarget annual performance is achieved, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occursand (iii) (the “Recent Target Bonus”), (b) any performance goals or such other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as terms and conditions of the Effective Date, the performance goals applicable Bonus Plan necessary to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. In addition During the term of this Agreement, Employee shall have a target annual bonus opportunity equal to 100% of his base salary at the Annual Base Salary, the Executive shall be eligible to receive, for each fiscal year ending highest annualized rate in effect during the Employment Periodyear preceeding payment of such bonus. During the term of this Agreement, an annual bonus (the “Annual Bonus”) in cash Employee shall participate under the Company’s currently existing cash annual incentive compensation plansplan of NCI Building Systems, Inc., as may be in effect amended and restated from time to time (the “Annual Incentive PlansBonus Plan”)) or, if the Bonus Plan is amended, replaced or superseded, under any amended, replacement or successor bonus program adopted for senior executives of the Company and its Affiliates. For Bonuses, if any, paid to Employee pursuant to the Bonus Plan shall be paid after the end of each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective DateCompany at the same time as bonuses are paid to other participants, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, but no later than two March 15 of the following calendar year. Employee understands that bonuses cannot be earned under the Bonus Plan except as specifically set forth therein based on the level of participation specified by the Compensation Committee in its discretion, but acknowledging the target annual bonus opportunity set forth herein, and, if the employment of a participant terminates for any reason prior to certain dates specified in the Bonus Plan, no bonus shall be payable thereunder except as expressly provided in this Section 4 and a half months in Section 5 of this Agreement. In the event that Employee’s employment terminates for any reason other than by the Company for Cause, after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A but before payment of the Codebonus for that fiscal year, Employee shall be entitled to receive the amount of the bonus that would have otherwise been payable under the Bonus Plan, as determined by the Compensation Committee, on the date bonuses are paid to other participants. Employee also understands that the Bonus Plan may be amended, replaced, superseded or terminated at any time and from time to time by the Board in its sole discretion, but in such event, Employee will still have the opportunity to earn a bonus subject to the achievement of performance goals established by the Compensation Committee at the target annual bonus level set forth herein.

Annual Bonus. In addition to the Annual Base SalaryFor each complete calendar year that Employee is employed hereunder, the Executive shall Employee will be eligible to receive, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) with a target amount of 100% of Employee’s Base Salary if the applicable targets to achieve such Annual Bonus are met. The performance targets that must be achieved in cash under order to be eligible for certain bonus levels shall be established by the Company’s annual incentive compensation plansBoard (or a committee thereof) annually, as may be in effect from time its sole discretion, and communicated to time Employee within the first ninety (90) days of the applicable calendar year (the “Annual Incentive PlansBonus Year”). For each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs The Board (or if a target committee thereof) in setting the Employee’s applicable targets may consider, among other elements, stock price, earnings per share, cash flow, performance against peers, key strategic and operational objectives, business strategy and market conditions. Notwithstanding the foregoing, Employee shall be eligible to receive an annual bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) 2023 (the “Recent Target 2023 Bonus”) with a target amount of 100% of Employee’s Base Salary if the applicable targets to achieve such 2023 Bonus are met. Each Annual Bonus (and the 2023 Bonus), if any, shall be paid in cash or, at Employee’s election, in fully-vested shares of Common Stock. For purposes of calculating the number of fully-vested shares of Common Stock to be granted, if chosen, the Company will use the VWAP of the Common Stock for the final thirty (b30) any performance goals or other criteria used to determine Business days of the actual relevant Bonus Year. Each Annual Bonus earned (and the 2023 Bonus) shall not be substantially less favorable to paid as soon as administratively feasible after the Executive than any such Board (or a committee thereof) certifies whether the applicable performance goals or other criteria with respect to the Annual Bonus as applicable targets for the year applicable Bonus Year have been achieved, but in which no event later than March 15 following the Effective Date occurs end of such Bonus Year (or if performance goals for such year have not been established as of the Effective Dateor, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned2023 Bonus, no later than two and a half months after March 15, 2024). Notwithstanding anything in this Section 3(b) to the end of the fiscal year for which the contrary, no Annual Bonus is awarded(or the 2023 Bonus), if any, nor any portion thereof, shall be payable for any Bonus Year unless Employee remains continuously employed by the Executive shall elect to defer Company from the receipt of Effective Date through the date on which such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Codeor 2023 Bonus is paid.

Annual Bonus. In addition to For each Fiscal Year that occurs during the Annual Base SalaryTerm, the Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, earn an annual cash bonus (the “Annual "Bonus”") in cash under the Company’s annual incentive compensation plans's Executive Officer Annual Incentive Plan, as may be in effect amended from time to time (the “Annual Incentive Plans”"Bonus Plan"), based upon the achievement by the Company and its subsidiaries of performance goals for each such Fiscal Year established by the Compensation & Organizational Development Committee of the Board of Directors (the "Compensation Committee"). For each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans The Compensation Committee shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other establish objective criteria to be used to determine the actual Annual extent to which such performance goals have been satisfied. The range of the Bonus earned opportunity for each Fiscal Year will be as determined by the Compensation Committee based upon the extent to which such performance goals are achieved, provided that the annual target Bonus opportunity shall be $9 million for each such Fiscal Year (the "Target Bonus"), and provided further that for each Fiscal Year, the maximum Bonus payable pursuant to this Section 4(b) shall equal 150% of the Target Bonus for such Fiscal Year. Notwithstanding the foregoing, in no case may the Bonus for any Fiscal Year exceed the maximum annual bonus payable to any single individual pursuant to the Bonus Plan, it being agreed that said maximum amount shall in no event be less than $13.5 million per Fiscal Year. The performance goals, metrics and targets (and percentage payouts at Threshold, Target and Maximum) (collectively, "Performance Conditions") applicable to Executive's Bonus for each Fiscal Year shall be consistent with the Performance Conditions that are applicable to annual bonuses for the Company's other SEC Named Executive Officers; provided, however, that the foregoing shall not apply to the strategic financial goal (from which Executive has heretofore been excluded) and shall not be substantially less favorable construed as precluding the Compensation Committee from applying Performance Conditions to Executive and other SEC Named Executive Officers in a manner generally consistent with past practice. The Bonus, if any, payable to the Executive than in respect of any such performance goals or Fiscal Year will be paid at the same time that bonuses are paid to other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as executives of the Effective DateCompany, the performance goals applicable to the Executive for the year immediately preceding the year but in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than any event within two and a one-half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt conclusion of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the CodeFiscal Year.

Annual Bonus. In addition As additional compensation for services rendered, Executive will be eligible for an Annual Bonus. For the Contract Year 2020, Executive shall continue to participate in the Company’s and/or the Partnership’s annual cash bonus plan (“Annual Base SalaryBonus Plan”) approved by the Compensation Committee of the Board for senior executives (including the Executive) in February 2020. For Contract Year 2021 and for each Contract Year thereafter during the Contract Term, the Executive shall be eligible entitled to receiveparticipate in the Annual Bonus Plan approved for the Company’s senior executives, which, with respect to each such Contract Year will provide for each fiscal year ending (i) a “target” annual cash bonus amount equal to no less than 100% of the Annual Base Salary received by the Executive during such Contract Year, to be payable if the Employment Periodapplicable performance goals set by the Compensation Committee are achieved at target level for the applicable Contract Year but do not reach the stretch level set by the Compensation Committee, an (ii) a “threshold” annual cash bonus of 75% of the Annual Base Salary received by the Executive during such Contract Year, to be payable if the applicable performance goals set by the Compensation Committee are achieved at the threshold level for the applicable Contract Year but do not reach the “target” level set by the Compensation Committee; or (iii) a “stretch” bonus of 150% of the Annual Base Salary received by the Executive during such Contract Year, to be payable if the applicable performance goals set by the Compensation Committee are achieved at stretch level for the applicable Contract Year (the annual cash bonus earned for a Contract Year, the “Annual Bonus”) ). The Annual Bonus for any Contract Year shall be payable to the Executive in cash under in the Company’s annual incentive compensation plans, as may be Contact Year following the Contract Year in effect from time to time (the “Annual Incentive Plans”). For each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under respect of which such Annual Incentive Plans shall Bonus relates, at least equal the Executive’s target bonus under the Annual Incentive Plans for the same time in such following year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target any annual bonus for the year immediately preceding the year Contract Year is paid to any other Company and/or Partnership executive but in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, all events no later than two and a half months after the fifteenth (15th) day of the third (3rd) calendar month following the end of the fiscal year for Contract Year with respect to which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant relates. The Executive shall be entitled to payment under an arrangement that meets applicable Annual Bonus Plan if he is employed on the requirements of Section 409A last day of the CodeContract Year in respect of which such Annual Bonus relates.

Annual Bonus. In addition to During each calendar year of the Annual Base SalaryTerm, the Executive you shall be eligible to receive, for each fiscal year ending during the Employment Period, an annual performance bonus (the “Annual Bonus”) in cash under pursuant to the terms of the Company’s annual incentive compensation plans, as may be in effect from time to time Amended and Restated Annual Incentive Plan (the “Annual Incentive PlansAIP”). For Your Annual Bonus shall have an incentive target equal to 200% of Base Salary for 2009 and 150% of Base Salary for each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) thereafter (the “Recent Target Bonus”). You will be eligible for an Annual Bonus equal to the Target Bonus multiplied by the “Performance Bonus Multiplier” as defined in the AIP (the “Formula Bonus Amount”); provided, however, that the Compensation Committee of the Board (bthe “Committee”) any performance goals or other criteria used to will, in its sole discretion, determine the actual Annual Bonus earned paid to you. The Performance Bonus Multiplier shall not be substantially less favorable a percentage, ranging from 0% to 200%, depending on the “Performance Goals” relative to the Executive than any “Performance Criteria,” as such performance goals or other criteria with respect to terms are defined in the Annual Bonus AIP, all as applicable established by the Committee for all participants in the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occursAIP. Each such Your Annual Bonus shall be paid, to paid in accordance with the extent earned, no later than two and a half months after terms of the AIP following the end of the fiscal calendar year for to which it relates, subject to such terms and conditions as the Committee shall require. Pursuant to the terms of the AIP, payment of your Annual Bonus shall be made in cash, restricted share units or a combination thereof, as may be determined by the Committee in its sole discretion at the time of payment. Notwithstanding the foregoing or anything in the AIP to the contrary, (i) as long as you are in compliance with the Share Ownership Guidelines adopted by the Board (as they may be amended from time to time by the Board, the “Guidelines”), the Annual Bonus is awardedshall be paid 100% in cash, unless the Executive and (ii) you shall elect be entitled to defer the receipt of such receive a prorated Annual Bonus pursuant to an arrangement that meets for the requirements of Section 409A period from January 1 through July 31 of the Codelast calendar year of the Term in cash in an amount equal to 7/12ths of the Formula Bonus Amount for such year, subject to modification in the sole discretion of the Committee, payable at the time provided for in Section 15 hereof (the “Prorated Bonus Payment”), provided that such payment shall be conditioned upon compliance with Section 16 hereof.”

Annual Bonus. In addition to the Annual Base Salary, during the Executive Term, Employee shall participate in the CyrusOne annual incentive bonus program, under which Employee will be eligible to receive, for each fiscal year ending during the Employment Period, receive an annual bonus on the terms set forth herein (the “Annual Bonus”) in cash under the Company’s annual incentive compensation plans, as may be in effect from time to time (the “Annual Incentive Plans”). For each fiscal Any Bonus for a calendar year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after earned if Employee is employed by Employer at the end of the fiscal applicable calendar year for which (subject to achievement of performance goals) and shall be payable after the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A conclusion of the Codecalendar year in accordance with Employer’s regular bonus payment policies, but in no event paid later than March 15th following the end of the applicable calendar year. Employee’s target opportunity level for the Bonus shall be equal to one-hundred and fifty percent (150%) of Employee’s then current Base Salary, with a threshold Bonus opportunity equal to thirty-seven and one-half percent (37.5%) of Employee’s then current Base Salary and a maximum Bonus opportunity equal to three-hundred percent (300%) of Employee’s then current Base Salary, subject in each case to proration for a partial year. Any Bonus earned by Employee will be based on achievement against a combination of business results and Employee’s own results measured against reasonable performance objectives for Employee’s position. The actual Bonus paid to Employee, if any, is at the sole discretion of CyrusOne and requires final approval from the compensation committee (the “Compensation Committee”) of the Board if Employee is a named executive officer for purposes of CyrusOne’s annual proxy statement or is otherwise an executive officer whose compensation is determined by the Compensation Committee, or, if Employee is not so subject, then in accordance with the provisions of CyrusOne’s then existing annual incentive plan or any similar plan made available to employees of the CyrusOne Group (the “annual incentive plan”) in which Employee participates, it being agreed that, following the application of CyrusOne Group and individual performance ratings in accordance with the terms of the annual incentive plan, Employee will not be subject to any discretionary reduction in the amount of any Bonus award that is not applied on the same percentage basis to other executive officers of the CyrusOne Group. Any Bonus award to Employee shall further be subject to the terms and conditions of any such applicable annual incentive plan to the extent consistent with this Agreement. Notwithstanding the foregoing, any bonus earned by Employee for calendar year 2020 shall be no less than his annual Bonus target, subject to proration based on the number of days Employee is employed in such year.

Annual Bonus. In addition For each calendar year during the Contract Period while Executive is employed by DDR, subject to achievement of the Annual Base Salaryapplicable performance criteria, the Executive Company shall be eligible make an annual incentive payment to receiveExecutive, in cash, for each fiscal such calendar year ending during the Employment Period, (an annual bonus (the “Annual Bonus”) between January 1 and March 15 of the immediately subsequent calendar year, determined and calculated in cash under accordance with the percentages set forth on Exhibit A attached hereto (and rounded to the nearest dollar); provided, however, that for 2016 and 2019, the Annual Bonus payout shall be pro-rated based on the number of days Executive is employed by the Company during such calendar year. The Company’s annual incentive compensation plans, as payment of an Annual Bonus to Executive shall be determined based on the factors and criteria that have been or may be in effect established from time to time (the “Annual Incentive Plans”). For each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as calculation of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus by the Committee after consultation with Executive; provided, however, that for 2016, the Annual Bonus payout for Executive will be no less than the “Target” payout amount set forth on Exhibit A attached hereto (pro-rated as described in the immediately preceding sentence), subject to increase in the sole discretion of the Committee based on the applicable factors and criteria as set forth on Exhibit A attached hereto. For the avoidance of doubt, Executive’s start date of July 8, 2016 will be used for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date2016 Annual Bonus proration, the performance goals applicable to the and assuming that Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plansremains employed through December 31, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such 2016, Executive’s 2016 Annual Bonus shall be paidno less than $484,932. For each calendar year of the Company in the Contract Period (beginning with 2017) while Executive is employed by DDR, the Board or the Committee will establish, in consultation with Executive, and thereafter provide Executive with written notice of, the performance metrics and their relative weighting to be used in, and any specific threshold, target and maximum performance targets applicable to, the determination of the Annual Bonus for Executive for such calendar year not later than March 15 of such year. There is no guaranteed Annual Bonus under this Agreement for calendar years following 2016, and for each such year, Executive’s Annual Bonus could be as low as zero or as high as the maximum percentage set forth on Exhibit A attached hereto. Notwithstanding anything in this Agreement to the extent earnedcontrary, no later than two and a half months each Annual Bonus after the end of 2016 Annual Bonus shall be on the fiscal year terms and subject to such conditions as are specified for the particular Company plans or programs pursuant to which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Codegranted.

Annual Bonus. In addition to the Annual Base Salary, Employee will be eligible to receive an annual target cash incentive bonus from the Company (the “Bonus”) in respect of the achievement of certain milestones and objectives for the performance of the Company and the Employee, which are expected for 2015 to be based 80% on the Company’s achievement of its annual target EBITDA and 20% on the Employee’s achievement of individual performance goals, each as recommended annually by Signature’s Chief Executive Officer, determined by the Compensation Committee of the Board of Directors of Signature (the “Compensation Committee”), and approved by Signature’s Board of Directors (the “Signature Board”). The target Bonus amount shall be sixty-five percent (65%) of the Employee’s then-current Base Salary (the “Target Bonus”). For 2015, the Target Bonus will be payable for achievement of 100% of the Company’s annual target EBITDA and full achievement of the Employee’s individual performance milestones, as recommended by the Compensation Committee and approved by the Signature Board. In the event that the 2015 annual EBITDA exceeds a threshold level of the 2015 annual target EBITDA below 100%, then Employee shall be eligible to receive, for each fiscal year ending during receive a portion of the Employment Period, an annual bonus (Target Bonus as recommended by the “Annual Bonus”) in cash under Compensation Committee and approved by the Company’s Board, and if the 2015 annual incentive compensation plansEBITDA exceeds the 2015 annual target EBITDA, then Employee shall be eligible to receive a Bonus in excess of the Target Bonus up to a maximum bonus of up to 200% of the Target Bonus, as may recommended by the Compensation Committee and approved by the Signature Board, subject to adjustment, as described below, for any other Company performance measure and any individual performance goal. The amount of the Bonus, the achievement of the underlying annual EBITDA goal, and any other Company or individual performance milestone by Employee shall be as recommended by the Compensation Committee and approved by the Signature Board. Bonus targets and performance measures after 2015 shall be set annually by the Compensation Committee and approved by the Siganture Board. Signature’s Chief Executive Officer will use reasonable efforts to establish the 2015 target EBITDA and individual performance goals for the Employee within 60 days after the Effective Date. Payment of any Bonus under this Section 3(b) is conditioned upon Employee (i) being employed in effect good standing as of September 30 of the applicable bonus year, and (ii) remaining employed with the Company as of the date of payment of the Bonus. The Bonus paid pursuant to this Section 3(b) in respect of any fiscal year shall be paid on or before March 15, immediately following the close of the Company’s fiscal year with respect to which such Bonus is received. Employee shall be eligible for additional bonuses from time to time (time, as determined in the “Annual Incentive Plans”). For each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as sole discretion of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the CodeSignature Board.

Annual Bonus. In addition to the Annual Base SalaryFor fiscal year 1996 (ending February 4, the Executive shall be eligible to receive, 1997) and for each fiscal year that begins during the Employment Period (each such fiscal year, a "Bonus Year"), Executive shall be entitled to receive a bonus (each, a "Bonus") as hereinafter set forth. The Bonus for Bonus Year 1996 shall be $175,000, payable on or before February 1, 1997. For Bonus Year 1997 (ending during January 31, 1998), Executive shall be entitled to receive a Bonus of 50% of Base Salary conditioned upon the satisfaction of (a) Company performance goals established by the Committee for such Bonus Year and (b) personal performance goals submitted by the Executive to, and approved by, the Company and the Committee for such Bonus Year. Company and personal performance goals are herein referred to collectively as the "Performance Goals". For Bonus Year 1998 (ending January 30, 1999), and for each Bonus Year thereafter, Executive shall be entitled to receive a Bonus of 75% of Base Salary conditioned upon satisfaction of the Performance Goals for such Bonus Year. In the event the Performance Goals for any Bonus Year are not fully satisfied, the Committee shall have the right, but not the obligation, to grant a partial Bonus for such Bonus Year. The Performance Goals for each Bonus Year shall be established as soon as possible following the beginning of such Bonus Year. The Bonus earned for any Bonus Year shall be payable promptly following the determination thereof, but in no event later than 90 days following the end of each Bonus Year. If (a) the Employment Period shall expire or terminate and (b) Employee is entitled to payment of a bonus pursuant to Section 6 hereof, the Bonus payable for the Bonus Year in which the Employment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, multiplied by a fraction, the numerator of which shall be the number of days of the Employment Period within the Bonus Year and the denominator of which shall be 365. For the purposes of determining the amount of Bonus payable pursuant to the immediately preceding sentence, it shall be assumed that all conditions to payment based upon performance by the Executive (e.g. personal performance goals) have been satisfied. Notwithstanding anything to the contrary contained herein or in the Employer's Bonus Plan, in the event (y) the Employment Period shall end for any reason whatsoever on a day prior to payment to Executive of a Bonus for the last full Bonus Year contained within the Employment Period, an annual bonus and (the “Annual Bonus”z) in cash under the Company’s annual incentive compensation plans, as may be in effect from time Executive would have been entitled to time (the “Annual Incentive Plans”). For each fiscal year ending during receive a Bonus for such last full Bonus Year had the Employment PeriodPeriod not ended - then, (a) Employer shall pay to Executive the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus Bonus for such year has last full Bonus Year as and when such Bonus would have been paid had the Employment Period not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Codeended.

Annual Bonus. In addition The Employer under direction of its Board may pay or cause to the Annual Base Salary, the be paid to Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, an annual such bonus (the “Annual Bonus”) in cash under the Company’s annual incentive compensation plans, as may be in effect it from time to time determines appropriate. Any such bonus shall be paid at such time or times and in such manner as the Employer under direction of its Board and Executive jointly agree; provided, however, that Executive shall not be entitled to any such bonus if Executive is not employed by the Employer on the date such bonus is payable; and provided that the bonus for any year shall be paid by a date no later than that allowing Executive to defer the payment into a non- qualified deferred compensation arrangement if Executive so elects. Long-term performance based incentive pay 8. Long-Term Performance-Based Incentive Pay. Executive shall be entitled to an annual performance-based cash incentive bonus in an amount up to percent of the Base Salary (the “Annual Long- Term Incentive PlansPay”). For each fiscal year ending during The Bonus shall be earned and paid in accordance with the Employment Period, (a) the ExecutiveEmployer’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) performance-based incentive compensation plan (the “Recent Target BonusIncentive Plan”). Under the Incentive Plan, for each consecutive three-year-calendar period beginning with the 20 calendar as the initial year and continuing for each calendar year beginning after the initial (each a “Performance Period”), the Board or, if the Board so directs, its Compensation Committee shall establish in writing objective performance criteria or goals to be achieved by Executive for that Performance Period (bthe “Performance Goals”) and "circuit breakers" which if they occur will result in stop in crediting or payment for that Performance Period (the "Circuit Breakers"). The Performance Goals and Circuit Breakers shall be based upon the performance measures set forth in the Incentive Plan. A copy of the Performance Goals and Circuit Breakers as so established shall be provided to Executive. After the completion of each Performance Year, the Board or, if so directed, the Compensation Committee shall review the achievement of the Performance Goals by Executive or occurrence of any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable Circuit Breaker and make a determination as to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as amount of the Effective Date, the performance goals applicable to the Long-Term Incentive Pay earned by Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise based upon Executive’s achievement of such discretion for the year immediately preceding the year in which the Effective Date occursPerformance Goals subject to occurrence of any Circuit Break. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Code.The

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, an annual bonus (i) The Board’s compensation committee (the “Annual Compensation Committee”) shall review Executive’s performance at least annually following each calendar year of the Employment Period and cause the Company to award Executive such bonus (“Bonus”) as the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company. Subject to the following sentence of this Section 5(b)(i), the amount of Executive’s Bonus shall be determined in cash under the sole and absolute discretion of the Compensation Committee and shall depend on, among other things, the Company’s annual incentive compensation plans, as may be in effect achievement of certain performance levels established from time to time by the Compensation Committee (such performance levels, as from time to time established by the Compensation Committee, the “Performance Levels”), which may (in the sole and absolute discretion of the Compensation Committee) include, without limitation, growth of earnings, funds from operations per share of Company stock, earnings per share of Company stock and Executive’s performance and contribution to increasing the funds from operations. It is anticipated that the Performance Levels will be set for each calendar year of the Employment Period so that Executive can reasonably be expected to earn a Bonus for such calendar year in an amount equal to 100% of the Base Salary for such calendar year (the “Annual Incentive PlansBonus Target”), provided that the Company shall pay to Executive an annual Bonus for 2014 of no less than $850,000 reduced pro rata based on the portion of 2014 during which Executive was not employed by the Company. For each fiscal year ending during Any Bonus payable to Executive as contemplated by this Section 5(b) shall be payable fifty percent (50%) in cash and fifty percent (50%) in shares of the Employment PeriodCompany’s restricted stock, (a) the Executive’s target bonus opportunity under with such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus shares to be valued for such year has not been established purposes at a price per share equal to the Market Value (as defined in Exhibit A attached hereto) of a share of the Company’s common stock determined as of the Effective date on which the amount of such Bonus is determined by the Compensation Committee (such date, the “Bonus Grant Date”) and which shares shall vest in equal portions on the first, second and third year anniversaries of the Bonus Grant Date, subject to Executive then being employed by the Company hereunder or to such other conditions as may apply hereunder. The restricted stock portion of the Bonus is referred to in this Agreement as the “Bonus Award Restricted Stock.” Each award of Bonus Award Restricted Stock shall be subject to an equity compensation plan of the Company and shall be subject to Executive’s target bonus for execution of a standard Company restricted stock agreement consistent with the year immediately preceding terms of this subsection. The Company shall pay the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) cash portion of any performance goals Bonus to Executive on or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as before March 15th of the Effective Date, calendar year following the performance goals applicable calendar year to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Coderelates.

Annual Bonus. In addition to For fiscal year 2009 (ending January 30, 2010) and for each other fiscal year that begins during the Annual Base SalaryEmployment Period (each such fiscal year, the a “Bonus Year”), Executive shall be eligible to receivereceive a bonus of up to 65% of Base Salary (each, a “Bonus”) conditioned upon the satisfaction of (a) Company performance goals established by the Compensation Committee of the Board of Directors of the Company (the “Committee”) for such Bonus Year and (b) personal performance goals approved by the Chief Executive Officer and the Committee for such Bonus Year. Company and personal performance goals are herein referred to collectively as the “Performance Goals”. The Performance Goals for each fiscal year ending during Bonus Year shall be established as soon as possible following the beginning of such Bonus Year. The Bonus earned for any Bonus Year shall be payable promptly following the determination thereof, but in no event later than 90 days following the end of each Bonus Year. If (a) the Employment Period shall expire or terminate and (b) Employee is entitled to payment of a bonus pursuant to Section 5 hereof, the Bonus payable for the Bonus Year in which the Employment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, multiplied by a fraction, the numerator of which shall be the number of days of the Employment Period within the Bonus Year and the denominator of which shall be 365. For the purposes of determining the amount of Bonus payable pursuant to the immediately preceding sentence, it shall be assumed that all conditions to payment based upon performance by the Executive (e.g. personal performance goals) have been satisfied. Notwithstanding anything to the contrary contained herein or in the Employer’s Bonus Plan, in the event (y) the Employment Period shall end for any reason whatsoever on a day prior to payment to Executive of a Bonus for the last full Bonus Year contained within the Employment Period, an annual bonus and (the “Annual Bonus”z) in cash under the Company’s annual incentive compensation plans, as may be in effect from time Executive would have been entitled to time (the “Annual Incentive Plans”). For each fiscal year ending during receive a Bonus for such last full Bonus Year had the Employment PeriodPeriod not ended — then, (a) Employer shall pay to Executive the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus Bonus for such year has last full Bonus Year as and when such Bonus would have been paid had the Employment Period not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Codeended.

Annual Bonus. In addition Pursuant to the Annual Base SalaryMonro Muffler Brake, Inc. Management Incentive Compensation Plan (as such plan may be amended or replaced from time to time, the Executive “Bonus Plan”), the Company shall be eligible to receivepay the Executive, for as soon as practicable and within 120 days of its fiscal year-end, a cash bonus in respect of each prior fiscal year during the Term (beginning with the fiscal year ending in March 2018, and prorated for such year based on the time employed hereunder during such year), of 90% of Base Salary if the Employment PeriodCompany achieves its threshold performance levels and 100% of Base Salary if the Company achieves target level of performance set by the Committee with respect to such year, an annual bonus increased up to a maximum of 150% of Base Salary pursuant to the terms of the Bonus Plan’s matrix /formula in effect for such year if the Company exceeds such performance targets as determined by the Committee (the “Annual Bonus”) ). The Committee will consult with the Executive in cash respect of the setting of performance goals, matrices, metrics and thresholds with respect to each fiscal year during the Term. If this Agreement terminates other than at the end of a fiscal year and if the Executive is entitled to a pro rata bonus for such partial year pursuant to Section 5 hereof, such pro rata bonus shall be equal to the bonus the Executive would have received under the Bonus Plan, based on the Company’s annual incentive compensation plansactual performance during such fiscal year, as may had he been employed by the Company for the entire fiscal year, multiplied by a fraction, the numerator of which shall be the number of days during such fiscal year he was so employed and the denominator of which shall be the number of days in effect from time to time such fiscal year (the “Annual Incentive PlansPro Rata Bonus”). For each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under The Executive may be entitled to the Annual Incentive Plans Bonus for the year prior to the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paidis terminated, to the extent earnednot yet paid (the “Preceding Bonus”). The Executive shall be entitled to receive the Preceding Bonus and/or the Pro Rata Bonus, no later than two and a half months after as applicable: (i) at the end same time the annual bonuses for the same periods are paid to other senior-level executives of the fiscal year for which Company; and (ii) only to the extent the Company’s Board or any Committee designated by the Board determines to pay such bonus to the executive-level employees of the Company pursuant to achievement of performance under the Bonus Plan. The Annual Bonus is awardedshall, unless in all respects, be subject to the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A terms of the Code.Bonus Plan, except that Annual Bonuses will be paid in cash and no Annual Bonuses will be deferred absent the Executive’s prior written consent. 

Annual Bonus. In addition to For all of 2015 (without proration) and subsequent fiscal years ending during the Annual Base SalaryTerm, the Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, an annual bonus as set forth herein (the “Annual Bonus”) in cash under ). The Annual Bonus shall be determined by the Board based upon the Company’s annual incentive compensation plansachievement of financial and other goals to be determined annually by the Board, in consultation with Executive, which goals shall, except as may otherwise agreed by the Board and Executive, apply for all senior executives of the Company who are participants in the Annual Bonus plan. For 2015, the Annual Bonus shall be determined based on the EBITDA goals already approved by the board of directors of Xxxx Intermediate and/or the Company prior to the Signing Date, including the amount of the Annual Bonus achievable based on actual results in effect from time comparison to time the targets. Executive’s target Annual Bonus shall be equal to one hundred percent (100%) of Executive’s Base Salary (the “Annual Incentive PlansTarget Bonus”), and if all performance objectives for the applicable performance year are obtained or exceeded, the Executive shall receive no less than the Target Bonus. For each fiscal year ending during In addition, Executive shall have an opportunity under the Employment Period, (a) terms of the Annual Bonus to receive an Annual Bonus in excess of the Target Bonus as set forth in the applicable Annual Bonus plan. Executive’s target bonus opportunity under such Annual Incentive Plans as a percentage of Base Salary shall be reviewed by the Board (or the appropriate committee of the Board) annually at least equal the same time as the review of Executive’s target bonus under Base Salary and shall be subject to increase (but not decrease) by the Annual Incentive Plans for the year in which the Effective Date occurs Board (or if a target bonus for such year has not been established as the appropriate committee of the Effective DateBoard) in its discretion. After any such increase, “Target Bonus” for purposes of this Agreement shall mean such increased amount. The Annual Bonus awarded for a fiscal year shall be determined by the Board after the end of such fiscal year and shall be paid in cash and in accordance with the Company’s customary practices for payment of annual bonuses to senior executive employees in the calendar year following, and not within, the Executive’s target bonus fiscal year for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent is earned, but in all events no later than two and a half months the earlier of (i) seventy-five (75) days after the end later of (x) the close of the fiscal year for which the Annual Bonus is awarded, unless was earned and (y) the Executive shall elect to defer the receipt completion of such Annual Bonus pursuant to an arrangement fiscal year’s financial audit or (ii) April 15 of such calendar year; provided, however, that meets except as otherwise provided in this Agreement, Executive must be employed through the requirements of Section 409A end of the Codeapplicable fiscal year to be entitled to receive the Annual Bonus.

Annual Bonus. In addition to For each year that Executive is employed with the Annual Base SalaryCompany hereunder during the Term (each such year, the a “Bonus Year”), Executive shall be eligible to receive, for each fiscal year ending during the Employment Periodreceive an annual cash bonus award (each, an annual bonus (the “Annual Bonus”) in cash under the CompanyParent’s annual short-term incentive compensation plans, plan (as may be in effect from time to time time, the “STIP”), subject to and conditioned on the Parent’s overall performance and financial results together with any other terms and conditions of the STIP that may be established by the Board or the Compensation Committee of the Board (the “Annual Incentive PlansCompensation Committee”) for that Bonus Year (generally and collectively, the “STI Performance Plan”). For Unless otherwise established by the Board or the Compensation Committee, the incentive opportunity available to Executive shall be based on, and the amount of each fiscal year ending during Annual Bonus shall have, a target value of no less than 100% (“STI Bonus Target”) of the Employment Periodannualized rate of Executive’s Effective Base Salary as of the last day of the applicable Bonus Year. Notwithstanding the foregoing, (ai) unless the Executive’s target bonus opportunity under such Compensation Committee determines otherwise, Executive shall not be entitled to any payment of an Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans Bonus for the year any Bonus Year in which the Effective Date occurs Parent does not achieve the vesting requirements and other conditions set forth in the applicable STI Performance Plan, as determined by the Compensation Committee in its sole discretion; (or ii) the actual amount of each Annual Bonus, if a target bonus for such year has not been established as any, paid to Executive is subject to determination in the sole discretion of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occursCompensation Committee; (iii) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned Executive shall not be substantially less favorable entitled to any Annual Bonus if Executive’s employment under this Agreement is terminated by the Company for Cause prior to the Executive than any date of payment of such performance goals or other criteria with respect Annual Bonus; and, (iv) subject to the exceptions set forth herein, Executive shall not be entitled to any Annual Bonus as applicable for any Bonus Year if Executive is not employed by the Company on the date the Compensation Committee approves payment of such Annual Bonus. It is expected but not guaranteed that payment of the Annual Bonus, if any, will be approved in connection with the finalization of the Parent’s annual financial statements for the year Bonus Year to which it relates and paid as promptly as practicable following such approval but in which the Effective Date occurs (or if performance goals for such year have not been established as no event later than December 31 of the Effective Dateyear following the applicable Bonus Year. The Compensation Committee may, in its sole discretion, determine that up to 50% of the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise value of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such any Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end paid in stock of the fiscal year for which Parent and the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt remainder of such Annual Bonus pursuant to an arrangement that meets be paid in cash. For each Bonus Year during the requirements of Section 409A Term, the Compensation Committee will review the STIP and establish the structure, terms and conditions (including performance objectives, metrics, goals and incentive opportunities) of the CodeSTI Performance Plan and the target value of the incentive opportunity (“Effective STI Bonus Target”) provided to Executive for the Bonus Year as it deems appropriate.

Annual Bonus. In addition to During the Annual Base SalaryEmployment Term, the Executive Employee shall be eligible to receive, for each fiscal year ending during the Employment Period, receive an annual bonus (the “Annual Bonus”) in cash discretionary incentive payment under the Company’s annual incentive compensation plans, bonus plan as may be in effect from time to time (the “Annual Incentive Plans”). For each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any based on a target bonus opportunity equal to 100% of the Employee’s Base Salary, upon the attainment of one or more pre-established performance goals established by the Board (or other a committee thereof) in its sole discretion. It is expected that such performance criteria used will be based on both financial and non-financial goals, and may be set at any point during the calendar year (it being intended that such criteria will be established during the Company’s annual budgeting process). The Board (or a committee thereof) shall reserve the right to determine adjust the actual applicable performance criteria during the calendar year (it being understood that any such adjustment shall only be implemented, if, in the reasonable judgment of the Board (or a committee thereof), it is determined to be necessary to adapt to changing circumstances, and not with the intention of increasing the difficulty of achieving the applicable performance criteria). The Company expects that the Chief Executive Officer will formally review performance at least annually in consultation with the Employee. The Employee’s Annual Bonus earned for a calendar year shall not be substantially less favorable to determined by the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs Board (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occursa committee thereof) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal applicable calendar year for based on the level of achievement of the applicable performance criteria, and shall be paid to the Employee in the calendar year (but no later than March 15 of such calendar year) following the calendar year to which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant relates at the same time annual bonuses are paid to an arrangement that meets the requirements of Section 409A other employees of the CodeCompany, subject to continued employment at the time of payment. The Company has advised the Employee that it is the Company’s intention that the Employee’s Annual Bonus be equal to 100% of the Employee’s Base Salary if the pre-established performance goals are satisfied.

Annual Bonus. In addition to During the Annual Base SalaryTerm, the Executive Employee shall be eligible to receive, receive an annual performance bonus payment (a “Performance Bonus”) for each fiscal calendar year ending during the Employment Period, pursuant to an annual cash performance bonus program (the “Annual BonusBonus Plan”) ). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in cash under accordance herewith, and for each calendar year Employee’s 2 target Performance Bonus shall be equal to 80% or such greater percentage as is determined by the Company’s annual incentive compensation plansBoard (or a designated committee thereof), as may be in effect from time to time (the “Annual Incentive PlansTarget Performance Bonus Percentage”)) of Employee’s annual Base Salary in effect on the last day of the applicable calendar year; provided, that the Target Performance Bonus Percentage for a given year may be increased (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each fiscal year ending during calendar year, the Employment PeriodBoard (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (aii) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (percentage of annualized Base Salary payable to Employee if some lesser or if a target bonus for such year has not been established as greater percentage of the Effective Datetarget annual performance is achieved, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occursand (iii) (the “Recent Target Bonus”), (b) any performance goals or such other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as terms and conditions of the Effective Date, the performance goals applicable Bonus Plan necessary to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash under the Company’s annual incentive compensation plans, as may be in effect from time to time (the “Annual Incentive Plans”). For each fiscal year ending during the Employment Period, Executive shall have the opportunity to receive an annual bonus (a) “Annual Target Bonus Opportunity”), based on the achievement of target levels of performance, equal to 100% of his Base Salary, so long as Executive is employed on the last day of the fiscal year. Depending on actual results as measured against the performance objectives established, Executive’s actual bonus payment may range from zero to a maximum of 150% (or such other greater amount as determined by the Board or a committee thereof) of Executive’s Base Salary for each full fiscal year during the Employment Period; provided, however, that, so long as Executive remains employed through December 31, 2009, Executive’s annual bonus for 2009 will not be less than 75% of his Base Salary for 2009. The actual bonus, if any, payable for any such year shall be determined in accordance with the terms of the Company’s Executive Officers’ Bonus Plan (the “Annual Plan”) or any successor plan, based upon the performance of the Company and/or Executive against target bonus opportunity objectives established under such Annual Incentive Plans Plan. The determination of whether and to what extent the requisite performance objectives have been met shall at least equal be made by the Board or the Board committee responsible for administering the Annual Plan, whose determination shall be final. Subject to Executive’s target election to defer all or a portion of any annual bonus payable hereunder pursuant to the terms of any deferred compensation or savings plan or arrangement maintained or established by the Company, any annual bonus payable under this Section 3(b) shall be paid to Executive in accordance with the terms of the Annual Incentive Plans for Plan; provided, however, any portion of Executive’s annual bonus which would not be deductible to the year in which Company pursuant to the Effective Date occurs (or if a target bonus for such year has not been established as provisions of Section 162(m) of the Effective DateInternal Revenue Code of 1986, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) as amended (the “Recent Target BonusCode”), (bshall be deferred; provided further, however, that Executive’s annual bonus for 2009 shall be paid to him in a single lump sum, subject to Section 10(o) any performance goals or other criteria used to determine the actual Annual Bonus earned shall below, on March 17, 2010. Any portion of Executive’s annual bonus which is deferred in accordance with this Section 3 because it would otherwise not be substantially less favorable deductible due to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as Section 162(m) of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans Code shall be no greater than paid to Executive in a single lump sum, subject to Section 10(o) below, ten (10) days following Executive’s “separation from service” (as defined in Treas. Reg. § 1.409A-1(h)) with the exercise of such discretion Company for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus any reason and shall be paidcredited with interest, to on a compounded basis, on the extent earnedlast day of each calendar quarter, no later than two and a half months after at 1% above the end prime rate (as reported in The Wall Street Journal, Eastern Edition), as in effect on the first day of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of each such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Codecalendar quarter.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, receive an annual bonus as determined by the Board (the “Annual Bonus”) in cash under the Company’s annual incentive compensation plans, as may be in effect from time of up to time (the “Annual Incentive Plans”). For 100% of Base Salary for each full fiscal year ending of the Company that occurs during the Employment Period, Term. One-third (a1/3) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awardedgenerally fully discretionary as considered by the Board taking into account the advice and recommendation of the Company’s Compensation Committee, unless and the remaining two-thirds are to be based on key performance indicators (KPIs), which KPIs may be based on the overall performance of the Company as well as the individual performance of Executive, as determined, set, and assessed by the Board in consultation with the Executive and with the recommendations of the Company’s Compensation Committee, before the start of each calendar year. For the avoidance of doubt and confusion, for the calendar year 2024, Executive acknowledges that the Company’s Compensation Committee is not yet fully operational and is in the process of being formed and having members appointed, and the KPIs for 2024 shall elect be set and assessed by the Board in consultation with the Executive. In determining bonus performance (the “Bonus Performance”) via and against the KPIs, the Board taking into account the advice and recommendation of the Company’s Compensation Committee shall consider appropriate factors, including, without limitation, Executive’s performance and the Company’s performance and financial condition; and (i) during 2024 the Board shall review Executive’s performance with Executive intermittently throughout the year, which may include assessing the appropriateness of and/or revisions to defer the receipt KPIs to better reflect the Company’s needs and opportunities, and (ii) commencing in 2025 and for each calendar year thereafter, the Compensation Committee shall review and assess Executives performance against KPIs on a quarterly basis, which may include assessing the appropriateness of and/or revisions to the KPIs to better reflect the Company’s needs and opportunities, and shall report its findings to the Board to enable the Board to determine Executive’s Bonus Performance on an annual basis. Except as otherwise set forth herein and to the maximum extent allowable by law, in order to be eligible to earn any such Annual Bonus pursuant in respect of any fiscal year, Executive must be in active working status at the time the Company pays bonuses for the relevant year to an arrangement that meets the requirements of Section 409A senior executives generally, which typically is on or before March 15 of the Codefollowing fiscal year. For purposes of this Agreement, “active working status” means that Executive has not resigned (or given notice of Executive’s intention to resign), other than for Good Reason, Executive’s employment with the Company, and Company has not terminated Executive’s employment for Cause (and the Company has not given notice to terminate for Cause such employment or commenced a formal or informal investigation into any misconduct by Executive that would lead to the termination of employment for Cause; however, Company shall promptly pay Executive said bonus in the time and manner it normally would pay such bonus upon completion of the investigation in the event such investigation does not result in the termination of Executive for Cause).

Annual Bonus. In addition to the Annual Base Salary, for each calendar year during the Employment Period (as defined in Section 4), Executive shall be eligible entitled to receive, for each fiscal year ending during the Employment Period, an annual a bonus calculated as set forth in this Section 2(b) (referred to herein as the “Annual Bonus”) in cash under ). The Annual Bonus, if any, shall be established by the Compensation Committee based on Executive’s and/or Company’s annual incentive compensation plans, performance as may determined and approved by the Initials Initials Compensation Committee based on performance goals and criteria set by the Compensation Committee. Executive’s targeted Annual Bonus shall be in effect from time to time thirty percent (the “Annual Incentive Plans”). For 30%) of his Base Salary for each fiscal year ending during the Employment Period; provided, (a) however, Executive shall be entitled to an Annual Bonus only if Executive has met the Executive’s target bonus opportunity under such Annual Incentive Plans performance criteria set by the Compensation Committee for the applicable period. In the event that the Employment Period ends before the end of a calendar year, Executive shall at least equal the Executive’s target bonus under be entitled to a prorata portion of the Annual Incentive Plans Bonus for that year (based on the number of days in which Executive was employed during the year divided by 365) as determined by the Compensation Committee based on satisfaction of the performance criteria for that period on a prorata basis, unless Executive was terminated for Cause (as defined in Section 6(e)), in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned event Executive shall not be substantially less favorable entitled to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for that year. Executive acknowledges that the year in which amount and performance criteria for Executive’s Annual Bonus to be earned for each Bonus Period shall be set by the Effective Date occurs (Compensation Committee on or if performance goals for such year have not been established as before the beginning of the Effective Dateapplicable calendar year. If Executive successfully meets the performance criteria established by the Compensation Committee, the performance goals applicable to Company shall pay Executive the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such earned Annual Bonus shall be paid, to amount within the extent earned, no later than two and a half months earlier of: (i) sixty days (60) days after the end of the fiscal calendar year for which or (ii) sixty days (60) after the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A end of the CodeEmployment Period, as applicable.

Annual Bonus. In addition For each Transferred Employee who is eligible for an annual cash bonus under any annual cash performance and incentive plans sponsored by Seller (each, a “Seller Incentive Plan”) for the 2017 calendar year (the “Bonus Year”), Seller shall calculate all accrued but unpaid Liabilities payable to such Transferred Employees under the applicable Seller Incentive Plan as of the Transition Date (and, for the avoidance of doubt, pro-rated based on the relative portion of the applicable performance period that has elapsed through the Transition Date) (such amount, the “Transition Date Bonus Amount”) and provide Purchaser a schedule of the Transition Date Bonus Amount and the amount payable to each such Transferred Employee (the “Transition Date Bonus Amount Schedule”). Within thirty (30) days following the Closing Date, Seller shall make a cash payment to Purchaser in an amount equal to the Annual Base SalaryTransition Date Bonus Amount (such date, the Executive “Transition Date Bonus Amount Transfer Date”). Purchaser or its Affiliates shall be eligible responsible for the payment of bonus amounts with respect to receiveTransferred Employees for the Bonus Year and, (i) shall pay the Transition Date Bonus Amount to the Transferred Employees in accordance with and in the amounts set forth on the Transition Date Bonus Amount Schedule and (ii) for each fiscal year ending during the Employment Periodavoidance of doubt, shall pay any such Transferred Employee who is otherwise entitled to a bonus under the applicable Purchaser (or Purchaser Affiliate) annual bonus plan an annual bonus (in respect of the “Annual Bonus”) in cash under Bonus Year, pro-rated based on the Company’s annual incentive compensation plansrelative portion of the applicable performance period that has elapsed after the Transition Date, as may be in effect from time to time (the “Annual Incentive Plans”). For each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under provided such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus Transferred Employee remains eligible for such year has not been established annual bonus on such terms as would apply to similarly situated employees of the Effective DatePurchaser or its Affiliates. Purchaser or its Affiliates may pay the Transition Date Bonus Amounts to Transferred Employees when Purchaser or its Affiliates pay annual bonuses for 2017 to similarly situated employees in the normal course of business; provided, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”)however, (b) that if any performance goals Transferred Employee terminates employment with Purchaser or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable its Affiliate prior to the Executive than any date such performance goals annual bonuses would be paid in the normal course of business, Purchaser or other criteria with respect to its Affiliate will pay such individual the Annual bonus amount specified on the Transition Date Bonus as applicable for Amount Schedule in the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Codeindividual’s final paycheck.

Annual Bonus. In addition With respect to each calendar year that ends during the Annual Base SalaryTerm, the Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, receive an annual cash bonus (the “Annual Bonus”), prorated for the first calendar year of the Term, ranging from zero to three hundred percent (300%) of the Annual Base Salary, with a target Annual Bonus equal to one hundred fifty percent (150%) of the Annual Base Salary, which target Annual Bonus shall be subject to review and upward, but not downward without Executive’s written consent, adjustment by the Compensation Committee in cash under the Company’s annual incentive compensation plans, as may be in effect from time to time its sole discretion each year (the “Target Annual Incentive Plans”). For each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), based upon annual performance targets (bthe “Performance Targets”) any performance goals or other criteria used to determine established by the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to Compensation Committee in its sole discretion. The amount of the Annual Bonus shall be based upon attainment of the Performance Active 102093874.13.DOCX5 EXHIBIT 10.58 Targets, as applicable for determined by the year in which the Effective Date occurs Board (or if performance goals for such year have not been established as any authorized committee of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year Board) in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occursits sole discretion. Each such Annual Bonus shall be paidpayable on such date as is determined by the Board, but in any event on or prior to March 15 of the extent earnedcalendar year immediately following the calendar year with respect to which such Annual Bonus relates. Notwithstanding the foregoing, no later than two and a half months after the end of the fiscal bonus shall be payable with respect to any calendar year for which the Annual Bonus is awarded, unless the Executive shall elect to defer remains continuously employed with the receipt Company during the period beginning on the Effective Date and ending on December 31 of such year; provided that if the Executive’s employment is terminated pursuant to Section 4(a) (i), (ii), (iv), (v) or (vii), the Company shall pay to the Executive a prorated Annual Bonus with respect to the calendar year in which the Date of Termination occurs equal to the Target Annual Bonus for such calendar year multiplied by a fraction, the numerator of which is the number of calendar days during such calendar year that the Executive was continuously employed by the Company and the denominator of which is 365 (the “Prorated Termination Bonus”); provided further that, in the case of a termination pursuant to an arrangement that meets the requirements of Section 409A 4(a)(ii), (iv), (v) or (vii), no portion of the CodeProrated Termination Bonus shall be paid unless the Executive timely executes the Release and does not revoke the Release within the time periods set forth in Section 5(b)(ii).

Annual Bonus. In addition to During the Annual Base SalaryTerm, the Executive Employee shall be eligible to receive, receive an annual performance bonus payment (a “Performance Bonus”) for each fiscal calendar year ending during the Employment Period, pursuant to an annual cash performance bonus program (the “Annual BonusBonus Plan”) ). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in cash under the Companyaccordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual incentive compensation plans, as may be Base Salary in effect from time to time on the last day of the applicable calendar year (the “Annual Incentive PlansTarget Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each fiscal year ending during calendar year, the Employment PeriodBoard and the Employee will mutually determine and will establish in writing (i) the applicable performance targets, (aii) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (percentage of annualized Base Salary payable to Employee if some lesser or if a target bonus for such year has not been established as greater percentage of the Effective Datetarget annual performance is achieved, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occursand (iii) (the “Recent Target Bonus”), (b) any performance goals or such other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as terms and conditions of the Effective Date, the performance goals applicable Bonus Plan necessary to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed on the last day of the calendar year.

Annual Bonus. In addition to During the Employment Period, the Executive shall be paid an annual cash bonus (“Annual Bonus”) with a target level of 100% of Annual Base Salary (the “Target Bonus”) and a maximum level of 200% of Annual Base Salary. The applicable corporate and individual performance targets shall be determined by the Compensation Committee of the Board (the “Compensation Committee”), after consultation with the Executive, within the first 90 days of each calendar year. The actual Annual Bonus for each calendar year shall be determined in good faith by the Compensation Committee based upon actual corporate and individual performance for such year and shall be payable in accordance with the procedures specified by the Compensation Committee; provided that the Annual Bonus shall be paid no later than March 15 of the following year. To the extent the Annual Bonus would exceed 100 percent of Annual Base Salary, the Compensation Committee may in its discretion pay such excess in the form of fully vested equity compensation awards under Section 2(b)(iv) (which may be subject to other conditions that the Compensation Committee may determine). Notwithstanding the foregoing or anything contained in this Agreement to the contrary, Executive shall be eligible receive a guaranteed minimum Annual Bonus for 2008 and 2009 which is equal to receiveat least 100% of Executive’s Annual Base Salary. Further, notwithstanding the foregoing or anything else contained in this Agreement to the contrary, should the Company fail to pay the Executive an Annual Bonus at the target level for each fiscal year ending during the Employment Periodcalendar years 2008, an annual bonus (the “Annual Bonus”) in cash under the Company’s annual incentive compensation plans2009 and 2010, as such failure may be deemed to be a termination of Executive’s employment but only upon notice to Executive of such termination, which shall entitle him to receive the benefits set forth in Section 4(d) hereof, except that if such failure occurs after a Change in Control (which for purposes of this Agreement shall mean a “Corporate Transaction” as defined in the 2007 SIP (as defined below) as in effect from time on the date hereof) such failure may be deemed to time (the “Annual Incentive Plans”). For each fiscal year ending during the Employment Period, (a) the be a termination of Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used employment but only upon notice to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for termination, which termination shall entitle him to receive the year immediately preceding the year benefits set forth in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end Section 4(f) of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Codethis Agreement.

Annual Bonus. In addition to For fiscal year 2008 (ending January 31, 2009) and for each other fiscal year that begins during the Annual Base SalaryEmployment Period (each such fiscal year, the a “Bonus Year”), Executive shall be eligible to receivereceive a bonus of up to 65% of Base Salary (each, a “Bonus”) conditioned upon the satisfaction of (a) Company performance goals established by the Compensation Committee of the Board of Directors of the Company (the “Committee”) for such Bonus Year and (b) personal performance goals approved by the Chief Executive Officer and the Committee for such Bonus Year. Company and personal performance goals are herein referred to collectively as the “Performance Goals”. The Performance Goals for each fiscal year ending during Bonus Year shall be established as soon as possible following the beginning of such Bonus Year. The Bonus earned for any Bonus Year shall be payable promptly following the determination thereof, but in no event later than 90 days following the end of each Bonus Year. If (a) the Employment Period shall expire or terminate and (b) Employee is entitled to payment of a bonus pursuant to Section 5 hereof, the Bonus payable for the Bonus Year in which the Employment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, multiplied by a fraction, the numerator of which shall be the number of days of the Employment Period within the Bonus Year and the denominator of which shall be 365. For the purposes of determining the amount of Bonus payable pursuant to the immediately preceding sentence, it shall be assumed that all conditions to payment based upon performance by the Executive (e.g. personal performance goals) have been satisfied. Notwithstanding anything to the contrary contained herein or in the Employer’s Bonus Plan, in the event (y) the Employment Period shall end for any reason whatsoever on a day prior to payment to Executive of a Bonus for the last full Bonus Year contained within the Employment Period, an annual bonus and (the “Annual Bonus”z) in cash under the Company’s annual incentive compensation plans, as may be in effect from time Executive would have been entitled to time (the “Annual Incentive Plans”). For each fiscal year ending during receive a Bonus for such last full Bonus Year had the Employment PeriodPeriod not ended — then, (a) Employer shall pay to Executive the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus Bonus for such year has last full Bonus Year as and when such Bonus would have been paid had the Employment Period not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Codeended.

Annual Bonus. In addition During the term of this Agreement, Employee shall have a target annual bonus opportunity equal to 135% of his base salary at the Annual Base Salary, the Executive shall be eligible to receive, for each fiscal year ending highest annualized rate in effect during the Employment Period, an annual year preceding payment of such bonus (the “Annual Target Bonus”) in cash ). During the term of this Agreement, Employee shall participate under the Company’s currently existing cash annual incentive compensation plansplan of NCI Building Systems, Inc., as may be in effect amended and restated from time to time (the “Annual Incentive PlansBonus Plan”)) or, if the Bonus Plan is amended, replaced or superseded, under any amended, replacement or successor bonus program adopted for senior executives of the Company and its Affiliates. For Bonuses, if any, paid to Employee pursuant to the Bonus Plan shall be paid after the end of each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective DateCompany at the same time as bonuses are paid to other participants, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, but no later than two March 15 of the following calendar year. Employee understands that bonuses cannot be earned under the Bonus Plan except as specifically set forth therein based on the level of participation specified by the Compensation Committee in its discretion, but acknowledging the target annual bonus opportunity set forth herein, and, if the employment of a participant terminates for any reason prior to certain dates specified in the Bonus Plan, no bonus shall be payable thereunder except as expressly provided in this Section 4 and a half months in Section 5 of this Agreement. In the event that Employee’s employment terminates for any reason other than by the Company for Cause, after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A but before payment of the Codebonus for that fiscal year, Employee shall be entitled to receive the amount of the bonus that would have otherwise been payable under the Bonus Plan, as determined by the Compensation Committee, on the date bonuses are paid to other participants. Employee also understands that the Bonus Plan may be amended, replaced, superseded or terminated at any time and from time to time by the Board in its sole discretion, but in such event, Employee will still have the opportunity to earn a bonus subject to the achievement of performance goals established by the Compensation Committee at the target annual bonus level set forth herein.

Annual Bonus. In addition to Commencing in 2020, and continuing during each subsequent calendar year of the Annual Base SalaryEmployment Period, the Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, an annual cash bonus (the “Annual Bonus”) in cash under the Company’s annual incentive compensation planstargeted amount of ONE MILLION DOLLARS ($1,000,000) (the “Target Bonus Amount”), which shall be awarded each year during the Employment Period by the Compensation Committee of the Board (the “Compensation Committee”) based upon its evaluation of such performance measures and objectives as may be in effect established by the Compensation Committee from time to time (the “Annual Incentive PlansBonus Performance Metrics”). For The amount of the Annual Bonus that shall be paid to Executive each fiscal year ending during shall be determined by the Employment PeriodCompensation Committee based on the achievement of the Annual Bonus Performance Metrics; provided, (a) however, that, if the Executive’s target bonus opportunity under Compensation Committee establishes a minimum overall performance goal that is required to be achieved for the Executive to be eligible to receive any Annual Bonus in respect of a calendar year, and that minimum overall goal is achieved for such calendar year, then the Annual Incentive Plans Bonus for such calendar year shall be equal to at least equal EIGHTY PERCENT (80%) of the Target Bonus Amount, but not more than ONE-HUNDRED TWENTY PERCENT (120%) of the Target Bonus Amount. For calendar year 2019, the Executive shall be eligible to receive an Annual Bonus in accordance with the terms of the bonus program established by the Company for the Executive prior to the Effective Date, based on actual performance in accordance with such program; provided, that the Executive’s target bonus under such program for 2019 shall be prorated among the Annual Incentive Plans for Target Bonus Amount (based on the year in which period of time commencing on the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Dateand ending on December 31, 2019) and the Executive’s target bonus for the year immediately preceding the year under such program ($460,000) in which effect prior to the Effective Date occurs) (based on the “Recent Target Bonus”period of time commencing on January 1, 2019 and ending on the date immediately prior to the Effective Date), (b) any performance goals or other criteria used to determine the actual . The Annual Bonus earned for each year shall not be substantially less favorable paid to the Executive than any such performance goals or other criteria with respect to as soon as reasonably practicable following the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for end of such year have not been established as and at the same time that other senior executives of the Effective DateCompany receive bonus payments, the performance goals applicable to the Executive for the year immediately preceding the year but in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no event later than two and a half months after March 15 following the end of the fiscal calendar year for to which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Coderelates.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, receive an annual bonus (the “Annual Bonus”) for each full calendar year beginning on or after January 1, 2015 that he is employed with the Company during the Term (each such calendar year, a “Bonus Year”) in cash under which the Company’s annual incentive compensation plans, Company achieves certain targets as may be in effect from time to time set forth by the Compensation Committee of the Board (the “Annual Incentive PlansCompensation Committee”). For each fiscal year ending during , and the Employment Period, amount of such bonus shall have a target range (aassuming all performance targets are met or exceeded) the of 200% to 300% of Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans Base Salary for the year applicable Bonus Year; provided that Executive shall not be entitled to an Annual Bonus for any Bonus Year, unless the Compensation Committee determines otherwise, in which the Effective Date occurs (or if a target bonus for Company does not achieve such year has not been established targets, as of determined by the Effective DateCompensation Committee; and provided further, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned that Executive shall not be substantially less favorable entitled to any Annual Bonus if Executive’s employment is terminated by the Company for Cause prior to the Executive than any date of payment of such performance goals or other criteria with respect Annual Bonus and, subject to the exceptions set forth in Sections 4.3(b)(ii), 4.3(b)(1), 4.3(c)(ii), 4.3(c)(1), 4.3(d)(ii) and 4.3(e)(iii) Executive shall not be entitled to any Annual Bonus as applicable if Executive is not employed by the Company on the date the Compensation Committee determines annual bonuses for the year in which the Effective Date occurs (or if performance goals for such year have not been established as executive officers of the Effective DateCompany. For purposes of Sections 4.3(b)(3), the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs4.3(c)(1), 4.3(c)(3) and (c) to the extent permitted under the Annual Incentive Plans4.3(d)(1), the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such “target” Annual Bonus shall be paiddeemed to be the mid-point of the range of percentages of Executive’s Base Salary specified in the previous sentence. The Annual Bonus will be paid on March 15 of the calendar year immediately following the Bonus Year to which it relates. Each Bonus Year during the Term, the Compensation Committee will review the structure of the targets provided by it for the preceding Bonus Year and establish the targets for the Bonus Year as it deems appropriate. For purposes of clarity, no compensation or other benefit under this Agreement replaces or is in lieu of Executive’s annual cash bonus opportunity for the 2014 calendar year, and Executive shall continue to be eligible for such bonus in accordance with Executive’s rights as in effect immediately prior to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the CodeEffective Date.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be entitled to receive an Annual Bonus for calendar year 1999 of up to 100% of Executive's Base Salary should the 1999 calendar year Adjusted EBITDA of the Company and Atlas Plumbing & Mechanical, Inc., combined, equal or exceed $4,500,000 and which shall accrue proportionately once such Adjusted EBITDA reaches $4,000,000. An example of the manner in which the Annual Bonus shall accrue is attached hereto as Schedule A. Executive shall be entitled to receive an Annual Bonus for calendar year 2000 of up to 100% of Executive's then Base Salary should the Company's 2000 calendar year Adjusted EBITDA equal or exceed $5,850,000 and which shall accrue proportionately once said Adjusted EBITDA reaches $5,200,000. "Adjusted EBITDA" shall mean, as of a specified date, the Company's (or the Company and Atlas Plumbing & Mechanical, Inc.'s in the case of the 1999 calendar year) earnings before interest, taxes, depreciation and amortization computed for the twelve (12) full calendar months immediately preceding such specified date, and shall exclude any corporate charges or credits from AMPAM (or any of its affiliates) to the Company and exclude any effect of the Tim Lear Phantom Stock deferred compensation plan, and shalx xxxxxxe for the 1999 calendar year addbacks as categorized in the Atlas Plumbing & Mechanical, Inc.'s Information Memorandum dated May 1999 and shall treat as operating leases those leases which Atlas Plumbing & Mechanical, Inc. has in the past treated as operating leases. AMPAM shall adopt an incentive bonus plan for subsequent years under which Executive and other officers of the AMPAM Companies will be eligible to receive, for each fiscal year ending during the Employment Period, an receive annual bonus (awards in amounts that are competitive with those provided to similarly situated executives within the “Annual Bonus”) in cash under AMPAM Companies and commensurate with the performance of the Company’s annual incentive compensation plans, as may reasonably determined by the AMPAM Board. Annual Bonuses and any other performance or incentive bonuses shall not be unreasonably withheld, and any such bonus based on the previous calendar year shall be paid to the Executive in effect from time to time (lump sum no later than April 30th of the “Annual Incentive Plans”). For each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for following the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent was earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Code.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, an annual bonus (i) The Board’s compensation committee (the “Annual Compensation Committee”) shall review Executive’s performance at least annually following each calendar year of the Employment Period and cause the Company to award Executive such bonus (“Bonus”) as the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company. Subject to the following sentence of this Section 5(b)(i), the amount of Executive’s Bonus shall be determined in cash under the sole and absolute discretion of the Compensation Committee and shall depend on, among other things, the Company’s annual incentive compensation plans, as may be in effect achievement of certain performance levels established from time to time by the Compensation Committee (such performance levels, as from time to time established by the Compensation Committee, the “Performance Levels”), which may (in the sole and absolute discretion of the Compensation Committee) include, without limitation, growth of earnings, funds from operations per share of Company stock, earnings per share of Company stock and Executive’s performance and contribution to increasing the funds from operations. It is anticipated that the Performance Levels will be set for each calendar year of the Employment Period so that Executive can reasonably be expected to earn a Bonus for such calendar year in an amount equal to $300,000 for such calendar year (the “Annual Incentive PlansBonus Target”), provided that the Company shall pay to Executive an annual Bonus for 2014 of no less than $300,000 reduced pro rata based on the portion of 2014 during which Executive was not employed by the Company. For each fiscal year ending during Any Bonus payable to Executive as contemplated by this Section 5(b) shall be payable fifty percent (50%) in cash and fifty percent (50%) in shares of the Employment PeriodCompany’s restricted stock, (a) the Executive’s target bonus opportunity under with such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus shares to be valued for such year has not been established purposes at a price per share equal to the Market Value (as defined in Exhibit A attached hereto) of a share of the Company’s common stock determined as of the Effective date on which the amount of such Bonus is determined by the Compensation Committee (such date, the “Bonus Grant Date”) and which shares shall vest in equal portions on the first, second and third year anniversaries of the Bonus Grant Date, subject to Executive then being employed by the Company hereunder or to such other conditions as may apply hereunder. The restricted stock portion of the Bonus is referred to in this Agreement as the “Bonus Award Restricted Stock.” Each award of Bonus Award Restricted Stock shall be subject to an equity compensation plan of the Company and shall be subject to Executive’s target bonus for execution of a standard Company restricted stock agreement consistent with the year immediately preceding terms of this subsection. The Company shall pay the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) cash portion of any performance goals Bonus to Executive on or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as before March 15th of the Effective Date, calendar year following the performance goals applicable calendar year to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Coderelates.

Annual Bonus. In addition to During the Annual Base SalaryTerm, the Executive Employee shall be eligible to receive, receive an annual performance bonus payment (a “Performance Bonus”) for each fiscal calendar year ending during the Employment Period, pursuant to an annual cash performance bonus program (the “Annual BonusBonus Plan”) ). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in cash under the Companyaccordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 120% of Employee’s annual incentive compensation plans, as may be Base Salary in effect from time to time on the last day of the applicable calendar year (the “Annual Incentive PlansTarget Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 120% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each fiscal year ending during calendar year, the Employment PeriodBoard and the Employee will mutually determine and will establish in writing (i) the applicable performance targets, (aii) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (percentage of annualized Base Salary payable to Employee if some lesser or if a target bonus for such year has not been established as greater percentage of the Effective Datetarget annual performance is achieved, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occursand (iii) (the “Recent Target Bonus”), (b) any performance goals or such other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as terms and conditions of the Effective Date, the performance goals applicable Bonus Plan necessary to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed on the last day of the calendar year.

Annual Bonus. In addition to the Annual Base Salary, the Executive Employee shall be eligible to receive, for each fiscal year ending during the Employment Period, receive an annual cash bonus (the “"Annual Bonus”"), in accordance with an annual incentive program applicable generally to executive officers of the Company or any similar bonus plan adopted by the Board. The target for the Annual Bonus shall be sixty percent (60%) of Employee’s Base Salary for 100% achievement of performance objectives (or such higher amount for any calendar year as may be determined by the Board, from time to time, but in cash under no event shall the Base Salary used to calculate any bonus payment include the grossed-up salary payment that may be paid in accordance with the Temporary COBRA Reimbursement described in Section 4.2), and shall be payable in full to Employee upon Employee’s attainment of one or more performance objectives or benchmarks determined as set forth below. In the event Employee does not achieve 100% of Employee’s benchmarks, Employee shall be entitled to receive a prorated amount of the Annual Bonus in relation to the objectives and benchmarks substantially achieved by Employee. Company, in its sole and unilateral discretion, may elect to pay a greater bonus in any year, based on its assessment of Employee’s individual performance and the Company’s annual incentive compensation plansfinancial and operating performance and any other factors the Company may deem appropriate. Employee’s benchmarks for each calendar year shall be mutually determined by and between Employee and the Company, as may be in effect from time to time (acting through its Board or its Chairman, by no later than January 31st of the “Annual Incentive Plans”). For each fiscal applicable year; provided, however, that for the balance of the year ending during December 31, 2018, Employee’s benchmarks for the Employment Period2018 calendar year shall be determined by Employee and the Board or its Chairman by no later than Friday, (a) August 24, 2018. The Annual Bonus, if any, payable to Employee under this Section 3.4 shall be paid on or before March 15th of the Executive’s target bonus opportunity under year following the calendar year as to which such Annual Incentive Plans shall at least equal Bonus relates; provided, however, that it is not required that Employee be employed by the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as Company on March 15th of the Effective Date, the Executive’s target bonus for the following year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to receive payment of the Annual Bonus as applicable for due to Employee under this Section. Rather, Employee shall earn and become fully vested in the year in which the Effective Date occurs (Annual Bonus, or if performance goals for such year have not been established as of the Effective Dateany prorated portion thereof, based upon the performance goals applicable objectives or benchmarks achieved by Employee in any calendar year, unless Employee’s employment is terminated by the Company for Cause as defined in Section 6.7 (below); provided that for any partial year(s) of employment, Employee shall only be eligible to receive a prorated Annual Bonus subject to the Executive for the year immediately preceding the year in which the Effective Date occurs) terms and (c) to the extent permitted under the Annual Incentive Plans, the exercise provisions of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of this Section 409A of the Code3.4.

Annual Bonus. In addition For calendar year 2021, Executive shall earn for Executive’s services to be rendered under this Agreement a fixed cash bonus of $250,000, provided that Executive remains an employee on the Annual Base Salarypayment date, which payment shall occur on or before June 1, 2022 (the “Guaranteed Bonus”). Commencing with calendar year 2022 and during the period Executive is employed with Employer, Executive shall be eligible to receiveearn for Executive’s services to be rendered under this Agreement a discretionary annual cash bonus with a maximum bonus opportunity of fifty percent (50%) of the Salary, for each fiscal year ending during which amount is to be determined by the Employment Period, an annual bonus Board (the “Annual Bonus”) ), subject to review and upward adjustment by Employer in cash under the Companysole discretion of the Employer’s annual incentive compensation plansBoard or Compensation Committee thereof, as may payable subject to standard federal and state payroll withholding requirements. Whether or not Executive earns any Annual Bonus will also be in effect from time to time (the “Annual Incentive Plans”). For each fiscal year ending during the Employment Period, dependent upon (a) the Executive’s target continuous performance of services to Employer and remaining in good standing through the date any such bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year is paid (other than as provided in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”Article 4 below), ; (b) any performance goals or other criteria used to determine except for the Guaranteed Bonus, the actual Annual Bonus earned shall not be substantially less favorable to the achievement by Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as and Employer of the Effective Dateapplicable performance targets and goals set by the Board, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) meeting any other applicable eligibility requirements that apply to all members of the Company’s executive team. The annual period over which performance is measured for purposes of this section is January 1 through December 31. The Board or the Compensation Committee thereof will determine in its sole discretion the extent to which Executive and the Employer have achieved the performance goals upon which the bonus is based and the amount of the bonus. For calendar year 2022 and each year thereafter, Executive will be eligible to receive a bonus in accordance with existing bonus targets established by the Board or its Compensation Committee and pursuant to any applicable incentive compensation plan under which such bonus targets were established. Any bonus shall be subject to the extent permitted under terms of any applicable incentive compensation plan adopted by Employer. Any bonus refenced in this section, if earned, will be paid to Executive within the Annual Incentive Plans, time period set forth in the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, incentive compensation plan applicable to the extent earnedCompany’s executive team, or if no later than two and a half months after such time period was established, during the first fiscal quarter following the end of the fiscal year for during which the Annual Bonus bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Codeearned.

Annual Bonus. In addition to During each calendar year of the Annual Base SalaryTerm, the Executive you shall be eligible to receive, for each fiscal year ending during the Employment Period, an annual performance bonus (the “Annual Bonus”) in cash under pursuant to the terms of the Company’s annual incentive compensation plans, as may be in effect from time to time Amended and Restated Annual Incentive Plan (the “Annual Incentive PlansAIP”). For each fiscal year ending during the Employment Period, (a) the Executive’s Your Annual Bonus shall have an incentive target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as to 150% of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) Base Salary (the “Recent Target Bonus”). You will be eligible for an Annual Bonus equal to the Target Bonus multiplied by the “Performance Bonus Multiplier” as defined in the AIP (the “Formula Bonus Amount”); provided, however, that the Compensation Committee of the Board (bthe “Committee”) any performance goals or other criteria used to will, in its sole discretion, determine the actual Annual Bonus earned paid to you. The Performance Bonus Multiplier shall not be substantially less favorable a percentage, ranging from 0% to 200%, depending on the “Performance Goals” relative to the Executive than any “Performance Criteria,” as such performance goals or other criteria with respect to terms are defined in the Annual Bonus AIP, all as applicable established by the Committee for all participants in the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occursAIP. Each such Your Annual Bonus shall be paid, to paid in accordance with the extent earned, no later than two and a half months after terms of the AIP following the end of the fiscal calendar year for to which it relates, subject to such terms and conditions as the Committee shall require. Pursuant to the terms of the AIP, payment of your Annual Bonus shall be made in cash, restricted share units or a combination thereof, as may be determined by the Committee in its sole discretion at the time of payment. Notwithstanding the foregoing or anything in the AIP to the contrary, (i) as long as you are in compliance with the Share Ownership Guidelines adopted by the Board (as they may be amended from time to time by the Board, the “Guidelines”), the Annual Bonus is awardedshall be paid 100% in cash, unless and (ii) in the Executive event that your employment terminates upon the expiration of the Term, you shall elect be entitled to defer receive a prorated Annual Bonus for the receipt period from January 1 through July 31 of the year of such Annual Bonus pursuant termination in cash in an amount equal to an arrangement that meets the requirements of Section 409A 7/12ths of the CodeFormula Bonus Amount for such year, subject to modification in the sole discretion of the Committee, payable at the time provided for in Section 14 hereof (the “Prorated Bonus Payment”), provided that such payment shall be conditioned upon compliance with Section 15 hereof.

Annual Bonus. In addition to Beginning with the Annual Base SalaryFiscal Year that ends in calendar year 2017 (“Fiscal Year 2017”), for each Fiscal Year that occurs during the Term the Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, earn an annual cash bonus (the “Annual Bonus”) in cash under the Company’s annual incentive compensation plansExecutive Officer Annual Incentive Plan, as may be in effect amended from time to time (the “Annual Incentive PlansBonus Plan”), based upon the achievement of performance goals by the Company and its subsidiaries for each such Fiscal Year established by the Compensation Committee. For each fiscal year ending during The Compensation Committee shall establish objective criteria to be used to determine the Employment Period, (a) the Executive’s target bonus opportunity under extent to which such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not performance goals have been established as satisfied. The range of the Effective Date, Bonus opportunity for each Fiscal Year will be as determined by the Executive’s Compensation Committee based upon the extent to which such performance goals are achieved; provided that the annual target bonus Bonus opportunity shall be $6 million for the year immediately preceding the year in which the Effective Date occurs) each such Fiscal Year (the “Recent Target Bonus”), and provided, further, that for each Fiscal Year, the maximum Bonus payable, pursuant to this Section 4(b), shall equal two hundred percent (b200%) of the Target Bonus for such Fiscal Year. Notwithstanding the foregoing, in no case may the Bonus for any Fiscal Year exceed the maximum annual bonus payable to any single individual pursuant to the Bonus Plan, it being agreed that said maximum amount shall in no event be less than $12 million per Fiscal Year. The performance goals or goals, metrics and targets (and percentage payouts at Threshold, Target and Maximum) (collectively, “Performance Conditions”) applicable to the Executive’s Bonus for each Fiscal Year shall be consistent with the Performance Conditions that are applicable to annual bonuses for the Company’s other criteria used named executive officers under Item 402(a)(3) of Regulation S-K (the “SEC Named Executive Officers”); provided, however, (i) the strategic financial goal that is applicable to determine the actual Annual Bonus earned other SEC Named Executive Officers shall not be substantially applicable to the Executive, (ii) this sentence shall not apply to any one-time bonus arrangements made in connection with the hiring of any new SEC Named Executive Officer and (iii) nothing herein shall be construed as precluding or limiting the Compensation Committee from applying a higher range for outperformance for Executive as compared to other SEC Named Executive Officers in a manner no less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or its past practice. The Bonus, if performance goals for such year have not been established as of the Effective Dateany, the performance goals applicable payable to the Executive for in respect of any Fiscal Year, will be paid at the year immediately preceding same time that bonuses are paid to other executives of the year Company, but in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plansany event, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than within two and a one-half (2½) months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt conclusion of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the CodeFiscal Year.

Annual Bonus. In addition to At the Annual Base Salaryend of each calendar year during the Employment Period, the Executive shall be eligible to receivereceive an annual cash bonus in a target amount of seventy-five percent (75%) of Executive’s Base Salary (“Target Bonus”), or such higher amount as determined in the sole discretion of the Chief Executive Officer, up to 112.5% of Executive’s Base salary. Each calendar year during the term of this Agreement, at the sole discretion of the Chief Executive Officer, the Chief Executive Officer will propose to the Compensation Committee of the Board of Directors of the Company an executive incentive plan (“EIP”) that establishes the bases upon which bonus decisions for such Executive are to be made for that year. Such bases may include, without limitation, the achievement of performance criteria/goals relating to Executive, the various job duties of Executive, and/or the performance of the Company as a whole, as such criteria and goals are determined each year in good faith by the Chief Executive Officer. In the event that the Compensation Committee approves an EIP proposed by the Chief Executive Officer, such EIP shall be the basis upon which any bonus is awarded to Executive for that year. In addition, beginning with 2016, for any year coincident with the determination by the Compensation Committee of the performance criteria for each fiscal year ending during such year, the Employment PeriodCompensation Committee may adjust upward, an annual only in respect of that year, the Target Bonus applicable thereto. The actual amount of the bonus payable hereunder (the “Annual Bonus”) in cash under shall be paid to Executive by no later than March 15 of the year following the year to which it relates, so long as Employee is actively employed by the Company and has not provided a notice of resignation to the Company or received a notice of termination for Cause from the Company’s annual incentive compensation plans, in each case as may of the last day of the calendar year to which the bonus relates. Executive shall not be eligible for pro-rata bonuses (i) in effect from time the event that this Agreement is terminated by the Company without cause pursuant to time (the “Annual Incentive Plans”). For each fiscal year ending during the Employment PeriodSection 6(c) below, (aii) in the Executive’s target bonus opportunity under such Annual Incentive Plans event Executive decides not to renew this Agreement and provides the notice described in Section 2 above, or (iii) as otherwise so provided in this Agreement. Moreover, it is agreed by the parties that, with respect to calendar year 2016, Executive shall at least equal the Executive’s target bonus under the Annual Incentive Plans be eligible for the year in which the Effective Date occurs (or if a target bonus full Target Bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive rather than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Codeprorated bonus.

Annual Bonus. In addition The Company shall pay to the Executive as an annual bonus (the "Annual Base Salary, the Executive shall be eligible Bonus") with respect to receive, for each fiscal year ending during the Employment PeriodTerm beginning with fiscal year 2000, an annual bonus (amount which is a percentage of the “Annual Bonus”) sum of the Executive's then current Base Salary and Additional Compensation, which percentage is calculated by multiplying two times the percentage increase in cash under the Company’s annual incentive compensation plans's EPS (as hereinafter defined) for the bonus year over the greater of the EPS for the prior year and the Company's Base EPS (as hereinafter defined) for such bonus year; provided, as may however, that no bonus shall be in effect from time paid with respect to time (the “Annual Incentive Plans”). For each any fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under when such Annual Incentive Plans shall percentage increase is not at least equal 15%. The Annual Bonus for any given year shall be paid to the Executive’s target bonus under Executive no later than the Annual Incentive Plans for thirty-first day of March, in the year following the year in which such Annual Bonus is earned, or such other date in accordance with the Effective Date occurs Company's practice for other senior executives. The Company's Earnings Per Share ("EPS") for any fiscal year shall be the Earnings Per Share, as reflected in the Company's audited Consolidated Statement of Operations prepared in accordance with generally accepted accounting principals for such fiscal year; provided, however, that the Compensation Committee (the "Compensation Committee") of the Board shall determine whether extraordinary items shall be included or if a target excluded in the calculation of EPS for purposes of this Agreement in any given year. The Company's Base Earnings Per Share (the "Base EPS") shall equal (i) for the year 2000, the EPS for 1999 and (ii) for each subsequent year, 110% of the Base EPS for the immediately preceding fiscal year. Notwithstanding the foregoing, the Executive shall have no right to receive any bonus payment in excess of two times the sum of the Executive's then current Base Salary and Additional Compensation, unless such bonus payment is first approved by the Compensation Committee, in its sole discretion. If the exclusion or inclusion of extraordinary items in determining EPS affects the amount of the Executive's bonus for any given year, or the Compensation Committee does not approve a bonus in excess of two times the sum of the Executive's current Base Salary and Additional Compensation, the bonus formula for calculating an increase in EPS in determining the Executive's bonus the following year will reflect an adjustment from EPS in the prior year to the amount of EPS that would have resulted in the bonus actually paid to the Executive for such year has not been established year. Notwithstanding any provision contained herein to the contrary, the Executive's 1999 Annual Bonus shall be determined in accordance with the Company's Management Incentive Program as of in effect immediately prior to the Effective Date, and the Executive’s target payment of such bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to adversely affected by the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as provisions of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Codethis Agreement.

Annual Bonus. In addition to the Annual Base Salary, the Executive You shall be eligible to receive, for each fiscal year ending during the Employment Period, an annual receive a cash bonus (the a “Annual Bonus”) in cash under the Company’s annual incentive compensation plans, as may be in effect from time to time (the “Annual Incentive Plans”). For each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to each calendar year that ends during the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as Term, ranging from 0% to 60% of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paidyou Base Salary, to the extent earnedthat the Company attains goals and objectives for such year that have been mutually agreed upon by you and the Committee, no later than two in accordance with this Section 3(b). You and the Committee shall use your best reasonable efforts to ensure that such goals and objectives are agreed upon prior to March 30 of the calendar year to which a half months Bonus relates. Except to the extent otherwise agreed by you and the Committee, your potential Bonus shall range from 0% of your annualized Base Salary to 60% of your annualized Base Salary, with a “target” Bonus of 40% of your annualized Base Salary if agreed-upon goals and objectives are achieved for the calendar year. Except to the extent otherwise agreed by you and the Committee, all goals and objectives will represent significant value creation activities for the Company and “stretch target” goals and objectives will represent extraordinary performance and achievement. “Stretch target” performance against the agreed-upon goals and objectives for such year shall entitle you to a Bonus for such year equal to at least 60% of your annualized Base Salary for such year. Lesser amounts may be awarded for performance below “target”, and intermediate amounts may be awarded for performance between “target” and “stretch target”. The extent to which the agreed-upon goals and objectives are attained shall be determined by the Committee reasonably and in good faith, in consultation with you, as soon as reasonably practicable after the end of the fiscal calendar year for to which the Annual Bonus is awardedat issue relates. The Bonus earned by you for a calendar year shall be paid to you promptly after its amount has been determined, unless and in no event later than the Executive shall elect to defer earlier of (x) the receipt of such Annual Bonus pursuant to an arrangement date that meets the requirements of Section 409A other senior executives of the CodeCompany receive their annual bonuses for such year and (y) March 15 of the year following such year.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be eligible to receive, for For each fiscal calendar year ending during the Employment Period, Executive shall have the opportunity to receive an annual bonus ("Annual Target Bonus Opportunity"), based on the “Annual Bonus”) achievement of target levels of performance, equal to 80% of his Base Salary; provided that, so long as Executive is employed on the last day of each such calendar year, in cash under no event shall the annual bonus payable to Executive for each of the Company’s annual incentive compensation plans's 1999 and 2000 fiscal years be less than an amount equal to 50% of Executive's Base Salary, regardless of whether any applicable performance criteria have been met. Depending on actual results as measured against the performance objectives established, Executive's actual bonus payment may be in effect range from time (i) a low of (A) 50% of Executive's Base Salary with respect to time the Company's 1999 and 2000 fiscal years and (the “Annual Incentive Plans”). For B) zero for subsequent fiscal years to (ii) a maximum of 120% of Executive's Base Salary for each full fiscal year ending during the Employment Period. Subject to the guaranteed minimum set forth above, the actual bonus, if any, payable for any such year shall be determined in accordance with the terms of the Company's Executive Officers' Bonus Plan (athe "Annual Plan") based upon the Executive’s performance of the Company and/or Executive against target bonus opportunity objectives established under such Annual Incentive Plans Plan. The determination of whether and to what extent the requisite performance objectives have been met shall at least equal be made by the Executive’s target bonus under committee responsible for administering the Annual Incentive Plans for Plan, whose determination shall be final. Subject to Executive's election to defer all or a portion of any annual bonus payable hereunder pursuant to the year terms of any deferred compensation or savings plan or arrangement maintained or established by the Company, any annual bonus payable under this Section 3(b) shall be paid to Executive in which accordance with the Effective Date occurs (or if a target bonus for such year has not been established as terms of the Effective DateAnnual Plan, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”)provided, (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as however that, regardless of the Effective Date, the performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt terms of such Annual Bonus Plan, Executive shall have the right to defer payment of up to that portion of his annual bonus which, when coupled with any portion of his Base Salary deferred for the same year of service, does not exceed 50% (or such greater percentage as the Company shall permit) of the sum of his Base Salary and his annual bonus, provided, however, that, any portion of Executive's annual bonus which would not be deductible to the Company pursuant to an arrangement that meets the requirements provisions of Section 409A 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), shall be deferred. Unless Executive shall otherwise elect a different payment date or dates or a different number of payments, any portion of Executive's annual bonus and/or Base Salary which is deferred in accordance with this Section 3 (whether at Executive's election or by reason of Section 162(m)) shall be payable to Executive in a single lump sum as soon as practicable following termination of Executive's employment for any reason and shall be credited with interest, on a compounded basis, on the last day of each calendar quarter, at 1% above the prime rate (as reported in The Wall Street Journal, Eastern Edition), as in effect on the first day of each such calendar quarter. Any election by Executive to change the timing of the distribution of the deferred amounts and/or the number of payments to be made shall be made in writing in a calendar year prior to the date payment is to be made, and shall only be effective if Executive completes at least six months' additional service as an employee following the date any such election is filed with the Secretary of the Company.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, an annual bonus (i) The Board’s compensation committee (the “Annual Compensation Committee”) shall review Executive’s performance at least annually following each calendar year of the Employment Period and cause the Company to award Executive such bonus (“Bonus”) as the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company. The amount of Executive’s Bonus shall be determined in cash under the sole and absolute discretion of the Compensation Committee and shall depend on, among other things, the Company’s annual incentive compensation plans, as may be in effect achievement of certain performance levels established from time to time by the Compensation Committee (such performance levels, as from time to time established by the Compensation Committee, the “Performance Levels”), which may (in the sole and absolute discretion of the Compensation Committee) include, without limitation, growth of earnings, funds from operations per share of Company stock, earnings per share of Company stock and Executive’s performance and contribution to increasing the funds from operations as well as such individual goals for the Executive as the Compensation Committee may deem appropriate. It is anticipated that the Performance Levels will be set for each calendar year of the Employment Period so that Executive can reasonably be expected to earn a Bonus for such calendar year in an amount equal to $400,000 (the “Annual Incentive PlansBonus Target”), provided that if Executive is unable to commence employment by February 23, 2015, the Bonus Target for 2015 shall be reduced pro rata by the number of days between February 24, 2015 and the date Executive commences employment hereunder. For each fiscal year ending during Any Bonus payable to Executive as contemplated by this Section 5(b) shall be payable fifty percent (50%) in cash and fifty percent (50%) in shares of the Employment PeriodCompany’s restricted stock, (a) the Executive’s target bonus opportunity under with such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus shares to be valued for such year has not been established purposes at a price per share equal to the Market Value (as defined in Exhibit A attached hereto) of a share of the Company’s common stock determined as of the Effective date on which the amount of such Bonus is determined by the Compensation Committee (such date, the “Bonus Grant Date”) and which shares shall vest in equal portions on the first, second and third year anniversaries of the Bonus Grant Date, subject to Executive then being employed by the Company hereunder or to such other conditions as may apply hereunder. The restricted stock portion of the Bonus is referred to in this Agreement as the “Bonus Award Restricted Stock.” Each award of Bonus Award Restricted Stock shall be subject to an equity compensation plan of the Company and shall be subject to Executive’s target bonus for execution of a standard Company restricted stock agreement consistent with the year immediately preceding terms of this subsection. The Company shall pay the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) cash portion of any performance goals Bonus to Executive on or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as before March 15th of the Effective Date, calendar year following the performance goals applicable calendar year to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Coderelates.

Annual Bonus. In addition to During the Annual Base SalaryEmployment Period, the Executive Employee shall be eligible to receive, receive an annual performance bonus payment (a “Performance Bonus”) for each fiscal calendar year ending during the Employment Period, pursuant to an annual cash performance bonus program (the “Annual BonusBonus Plan”) ). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in cash under accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% or such greater percentage as is determined by the Company’s annual incentive compensation plans, as may be in effect from time to time Compensation Committee (the “Annual Incentive PlansTarget Performance Bonus Percentage”)) of Employee’s annual Base Salary in effect on the last day of the applicable calendar year; provided, however, that the Target Performance Bonus Percentage for a given year may be increased (but not decreased without the Employee’s written consent) by the Compensation Committee in its discretion. For each fiscal year ending during calendar year, the Employment PeriodCompensation Committee will determine and establish in writing (i) the applicable performance targets, (aii) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (percentage of annualized Base Salary payable to Employee if some lesser or if a target bonus for such year has not been established as greater percentage of the Effective Datetarget annual performance is achieved, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occursand (iii) (the “Recent Target Bonus”), (b) any performance goals or such other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as terms and conditions of the Effective Date, the performance goals applicable Bonus Plan necessary to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) be exempt from or to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code.”). Except as otherwise provided in Section 6, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 6