Common use of Annual Adjusted IBIT Performance Bonus Clause in Contracts

Annual Adjusted IBIT Performance Bonus. The CEO shall prepare and deliver to the Executive within 90 days following the beginning of each year during the Term commencing with the year ending December 31, 2018 an Adjusted IBIT Performance Bonus Table (the “Adjusted IBIT Performance Bonus Table”) for such year under which (A) the Adjusted IBIT (as defined in Section 9(a)) to be achieved by the Company for the Executive to obtain 100% of the Adjusted IBIT Target Bonus shall be based on the annual budget for such year prepared by the management of the Company and approved by the Board of Directors of the Company (the “Board”) and (B) the “Adjusted IBIT Target Bonus” shall be 75% of the Base Salary payable to the Executive for such year. The threshold Adjusted IBIT for such year shall be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 50% of the Adjusted IBIT Target Bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. The maximum Adjusted IBIT for such year shall be 150% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 150% of the Adjusted IBIT Target Bonus for such year, consistent with the Adjusted IBIT Performance Bonus Table for such year. The Executive shall be entitled to receive the sliding scale percentages of the Adjusted IBIT Target Bonus set forth in the Adjusted IBIT Performance Bonus Table based upon Adjusted IBIT being more than the threshold Adjusted IBIT but less than the target Adjusted IBIT, or more than the target Adjusted IBIT but less than the maximum Adjusted IBIT; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Annual Adjusted IBIT Performance Bonus for any such year shall be zero if the Adjusted IBIT achieved by the Company for such year is less than the threshold Adjusted IBIT for such year, and in no event shall an Annual Adjusted IBIT Performance Bonus for any such year be more than 150% of the Adjusted IBIT Target Bonus for such year even if the Adjusted IBIT achieved by the Company for such year exceeds the maximum Adjusted IBIT for such year. The Company shall pay the Annual Adjusted IBIT Performance Bonus earned by the Executive for each year in the immediately following year, no later than March 15. Any bonuses payable by the Company to the Executive pursuant to this Section 2(b)(i) shall be awarded under and subject to the terms of the Company’s 2000 Incentive Bonus Compensation Plan, as amended from time to time (the “Bonus Plan”), subject to any approval of shareholders of the Company, if required by Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

Annual Adjusted IBIT Performance Bonus. The CEO shall prepare and deliver to Compensation Committee of the Executive within 90 days following Board of Directors of the beginning of each year during Employer (the Term commencing with the year ending December 31, 2018 “Compensation Committee”) prepared an Adjusted IBIT Performance Bonus Table for 2012 (a copy of which is attached as Exhibit A), which is similar to the 2011 Adjusted IBIT Performance Table which was delivered to the Executive by the Compensation Committee (the “2012 Adjusted IBIT Performance Bonus Table”) for such year under which in that (Aa) the Adjusted IBIT (as defined in Section 9(a)) to be achieved by the Company Employer for the Executive to obtain 100% of the Adjusted IBIT Target Bonus shall be target bonus is based on the annual budget for such year as prepared by the management of the Company Employer and approved discussed by the management of the Employer with the Board of Directors of the Company (the “Board”) Employer and (Bb) the “Adjusted IBIT Target Bonus” shall be 75target bonus payable upon achieving 100% of the Base Salary target Adjusted IBIT for such year is 90% of the salary payable to the Executive for such year. The Similarly, the threshold Adjusted IBIT for such the year shall ending December 31, 2012 will be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 50% of the Adjusted IBIT Target Bonus target bonus for such year consistent with the 2012 Adjusted IBIT Performance Bonus Table for such yearTable. The Similarly, the maximum Adjusted IBIT for such year shall be is 150% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 150% of the Adjusted IBIT Target Bonus target bonus for such year, year consistent with the 2012 Adjusted IBIT Performance Bonus Table for such yearTable. The Executive shall be entitled to receive the sliding scale percentages of the Adjusted IBIT Target Bonus set forth in the Adjusted IBIT Performance Bonus Table based upon Adjusted IBIT being more than the threshold Adjusted IBIT but less than the target Adjusted IBIT, or more than the target Adjusted IBIT but less than the maximum Adjusted IBIT; provided, however, that notwithstanding Notwithstanding anything to the contrary contained in this Agreement, the Annual Adjusted IBIT Performance Bonus for any such year shall 2012 will be zero if the Adjusted IBIT achieved by the Company Employer for such year is less than the threshold Adjusted IBIT for such year, and in no event shall an Annual will the Adjusted IBIT Performance Bonus for any such year be more than 150% of the Adjusted IBIT Target Bonus maximum target bonus for such year even if the Adjusted IBIT achieved by the Company Employer for such year exceeds the maximum Adjusted IBIT for such year. The Company Employer shall pay in the Annual year commencing January 1, 2013 to the Executive the Adjusted IBIT Performance Bonus earned by the Executive for each the year ending December 31, 2012 within ten days of the Employer filing with the Securities and Exchange Commission its Annual Report on Form 10-K for such year; provided, however if the date established by the Internal Revenue Service (the “IRS Payment Date”) by which such payment must be made in order for the immediately following Employer to deduct the amount of the Adjusted IBIT Performance Bonus for such year is earlier, the Employer shall pay, (y) if the Employer can determine such amount by the IRS Payment Date, such amount prior to the IRS Payment date or (z) if the Employer cannot determine such amount by the IRS Payment Date, 90% of the Employer’s good faith estimate of such amount by the IRS Payment Date and the balance, if any, as soon thereafter as the Employer can determine such amount. If, however, 90% of the Employer’s good faith estimate of such amount is more than the Adjusted IBIT Performance Bonus for such year, no later than March 15. Any bonuses the Executive shall promptly return such excess to the Employer as soon as the Employer shall notify the Executive of the amount of such excess The bonus payable by the Company employer to the Executive pursuant to this Section 2(b)(iclause (A) shall be awarded under and subject to the terms of the CompanyEmployer’s 2000 Incentive Bonus Compensation Plan, as amended from time to time Plan (the “Bonus Plan”); provided, subject to any approval of shareholders however, if the Employer shall determine that such bonus would not qualify under the terms of the CompanyPlan, the Employer shall use its best efforts to amend the Plan so that such bonus would qualify under the terms of the Plan provided further, however, if required by Section 162(m) the Employer is unable to so amend the Plan, the Employer shall enter into another financial arrangement with the Executive to provide the Executive with the same economic benefit, on an after-tax basis, as the Executive would have received if such bonuses had qualified under the terms of the Internal Revenue Code of 1986, as amended (the “Code”).Plan

Annual Adjusted IBIT Performance Bonus. The CEO shall Compensation Committee will prepare and deliver to the Executive within 90 days following the beginning of each year during the Term commencing with the year ending December 31, 2018 an Adjusted IBIT Performance Bonus Table (for such year which shall be similar to the “2015 Adjusted IBIT Performance Bonus Table”) for such year under which Table in that (Aa) the Adjusted IBIT (as defined in Section 9(a)) to be achieved by the Company Employer for the Executive to obtain 100% of the Adjusted IBIT Target Bonus shall target bonus will be based on the annual budget for such year as prepared by the management of the Company Employer and approved discussed by the management of the Employer with the Board of Directors of the Company (the “Board”) Employer and (Bb) the “Adjusted IBIT Target Bonus” shall be 75target bonus payable upon achieving 100% of the Base target Adjusted IBIT for such year will be 90% of the Salary payable to the Executive for such year. The Similarly, the threshold Adjusted IBIT for such year shall will be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 50% of the Adjusted IBIT Target Bonus target bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. The Similarly, the maximum Adjusted IBIT for such year shall will be 150200% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 150200% of the Adjusted IBIT Target Bonus Salary payable to the Executive for such year, year consistent with the Adjusted IBIT Performance Bonus Table for such year. The Executive shall be entitled to receive the sliding scale percentages of the Adjusted IBIT Target Bonus set forth in the Adjusted IBIT Performance Bonus Table based upon Adjusted IBIT being more than the threshold Adjusted IBIT but less than the target Adjusted IBIT, or more than the target Adjusted IBIT but less than the maximum Adjusted IBIT; provided, however, that notwithstanding Notwithstanding anything to the contrary contained in this Agreement, the Annual Adjusted IBIT Performance Bonus for any such year shall will be zero if the Adjusted IBIT achieved by the Company Employer for such year is less than the threshold Adjusted IBIT for such year, and in no event shall an Annual will the Adjusted IBIT Performance Bonus for any such year be more than 150% of the Adjusted IBIT Target Bonus maximum target bonus for such year even if the Adjusted IBIT achieved by the Company Employer for such year exceeds the maximum Adjusted IBIT for such year. The Company Employer shall pay in the Annual immediate following year to the Executive the Adjusted IBIT Performance Bonus earned by the Executive for each such preceding year within ten days of the Employer filing with the Securities and Exchange Commission its Annual Report on Form 10-K for such preceding year; provided, however if the date established by the Internal Revenue Service (the “IRS Payment Date”) by which such payment must be made in order for the immediately following Employer to deduct the amount of the Adjusted IBIT Performance Bonus for such year is earlier, the Employer shall pay, (y) if the Employer can determine such amount by the IRS Payment Date, such amount prior to the IRS Payment date or (z) if the Employer cannot determine such amount by the IRS Payment Date, 90% of the Employer’s good faith estimate of such amount by the IRS Payment Date and the balance, if any, as soon thereafter as the Employer can determine such amount. If, however, 90% of the Employer’s good faith estimate of such amount is more than the Adjusted IBIT Performance Bonus for such year, no later than March 15. Any the Executive shall promptly return such excess to the Employer as soon as the Employer shall notify the Executive of the amount of such excess The bonuses payable by the Company employer to the Executive pursuant to this Section 2(b)(iclause (A) shall be awarded under and subject to the terms of the CompanyEmployer’s 2000 Incentive Bonus Compensation Plan, as amended from time to time Plan (the “Bonus Plan”); provided, subject to any approval of shareholders however, if the Employer shall determine that such bonuses would not qualify under the terms of the CompanyPlan., the Employer shall use its best efforts to amend the Plan so that such bonuses would qualify under the terms of the Plan; provided further, however, if required by Section 162(m) the Employer is unable to so amend the Plan, the Employer shall enter into another financial arrangement with the Executive to provide the Executive with the same economic benefit, on an after-tax basis, as the Executive would have received if such bonuses had qualified under the terms of the Internal Revenue Code of 1986, as amended (the “Code”).Plan

Annual Adjusted IBIT Performance Bonus. The CEO Compensation Committee of the Board (the “Compensation Committee”) shall prepare and deliver to the Executive within 90 days following the beginning of each year during the Term commencing with the year ending December 31, 2018 an Adjusted IBIT Performance Bonus Table (the “Adjusted IBIT Performance Bonus Table”) for such year under which (A) the Adjusted IBIT (as defined in Section 9(a)) to be achieved by the Company for the Executive to obtain 100% of the Adjusted IBIT Target Bonus shall be based on the annual budget for such year prepared by the management of the Company and approved by the Board of Directors of the Company (the “Board”) and (B) the “Adjusted IBIT Target Bonus” shall be 7587.5% of the Base Salary payable to the Executive for such year. The threshold Adjusted IBIT for such year shall be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 50% of the Adjusted IBIT Target Bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. The maximum Adjusted IBIT for such year shall be 150200% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 150200% of the Adjusted IBIT Target Bonus for such year, consistent with the Adjusted IBIT Performance Bonus Table for such year. The Executive shall be entitled to receive the sliding scale percentages of the Adjusted IBIT Target Bonus set forth in the Adjusted IBIT Performance Bonus Table based upon Adjusted IBIT being more than the threshold Adjusted IBIT but less than the target Adjusted IBIT, or more than the target Adjusted IBIT but less than the maximum Adjusted IBIT; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Annual Adjusted IBIT Performance Bonus for any such year shall be zero if the Adjusted IBIT achieved by the Company for such year is less than the threshold Adjusted IBIT for such year, and in no event shall an Annual Adjusted IBIT Performance Bonus for any such year be more than 150200% of the Adjusted IBIT Target Bonus for such year even if the Adjusted IBIT achieved by the Company for such year exceeds the maximum Adjusted IBIT for such year. The Company shall pay the Annual Adjusted IBIT Performance Bonus earned by the Executive for each year in the immediately following year, no later than March 15. Any bonuses payable by the Company to the Executive pursuant to this Section 2(b)(i) shall be awarded under and subject to the terms of the Company’s 2000 Incentive Bonus Compensation Plan, as amended from time to time (the “Bonus Plan”), subject to any approval of shareholders of the Company, if required by Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

Annual Adjusted IBIT Performance Bonus. The CEO shall Compensation Committee of the Board (the “Compensation Committee”) will prepare and deliver to the Executive within 90 days following the beginning of each year during the Term commencing with the year ending December 31, 2018 an Adjusted IBIT Performance Bonus Table (for each such year which shall be similar to the “Adjusted IBIT Performance Bonus Table”Table for the year 2013 prepared by the Compensation Committee pursuant to Section 3(b)(ii) for such year under which of the Original Amended Employment Agreement, except that (A) the Adjusted IBIT (as defined in Section 9(a)) to be achieved by the Company Employer for the Executive to obtain 100% of the Adjusted IBIT Target Bonus shall target bonus will be based on the annual budget for such year prepared by the management of the Company Employer and approved by the Board of Directors of the Company (the “Board”) Employer and (B) the “target bonus payable upon achieving 100% of the target Adjusted IBIT Target Bonus” shall for such year will be 75100% of the Base Salary payable to the Executive for such year. The Similarly, the threshold Adjusted IBIT for such year shall will be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 50% of the Adjusted IBIT Target Bonus target bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. The Similarly, the maximum Adjusted IBIT for such year shall will be 150200% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 150200% of the Adjusted IBIT Target Bonus target bonus for such year, consistent with the Adjusted IBIT Performance Bonus Table for such year. The Executive shall be entitled to receive the sliding scale percentages of the Adjusted IBIT Target Bonus set forth in the Adjusted IBIT Performance Bonus Table based upon Adjusted IBIT being more than the threshold Adjusted IBIT but less than the target Adjusted IBIT, or more than the target Adjusted IBIT but less than the maximum Adjusted IBIT; provided, however, that notwithstanding Notwithstanding anything to the contrary contained in this Agreement, the Annual Adjusted IBIT Performance Bonus for any such year shall will be zero if the Adjusted IBIT achieved by the Company Employer for such year is less than the threshold Adjusted IBIT for such year, and in no event shall will an Annual Adjusted IBIT Performance Bonus for any such year be more than 150% of the Adjusted IBIT Target Bonus maximum target bonus for such year even if the Adjusted IBIT achieved by the Company Employer for such year exceeds the maximum Adjusted IBIT for such year. The Company Employer shall pay in each of the Annual immediate following years to the Executive the Adjusted IBIT Performance Bonus earned by the Executive for each such preceding year within ten days of the Employer filing its Annual Report on Form 10-K for such preceding year with the Securities and Exchange Commission; provided, however if the date established by the Internal Revenue Service (the “IRS Payment Date”) by which such payment must be made in order for the immediately following Employer to deduct the amount of the Adjusted IBIT Performance Bonus for such year is earlier, the Employer shall pay, (i) if the Employer can determine such amount by the IRS Payment Date, such amount prior to the IRS Payment date or (ii) if the Employer cannot determine such amount by the IRS Payment Date, 90% of the Employer’s good faith estimate of such amount by the IRS Payment Date and the balance, if any, as soon thereafter as the Employer can determine such amount. If, however, 90% of the Employer’s good faith estimate of such amount is more than the Adjusted IBIT Performance Bonus for such year, no later than March 15the Executive shall promptly return such excess to the Employer as soon as the Employer shall notify the Executive of the amount of such excess. Any The bonuses payable by the Company employer to the Executive pursuant to this Section 2(b)(iclause (i) shall be awarded under and subject to the terms of the CompanyEmployer’s 2000 Incentive Bonus Compensation Plan, as amended from time to time Plan (the “Bonus Plan”); provided, however, if the Employer shall determine that such bonuses would not qualify under the terms of the Plan., the Employer shall use its best efforts to amend the Plan so that such bonuses would qualify under the terms of the Plan; provided further, however, if the Employer is unable to so amend the Plan, the Employer shall enter into another financial arrangement with the Executive to provide the Executive with the same economic benefit, on an after-tax basis, as the Executive would have received if such bonuses had qualified under the terms of the Plan. For purposes of this Agreement, the term “Adjusted IBIT”, as it applies to any particular year, means that amount for such year equal to the Employer’s Income Before Income Taxes, as determined by the Employer’s independent auditors, using generally accepted accounting principles, and reported in the Employer’s Consolidated Statements of Operations in its Annual Report on Form 10-K for such year filed with the Securities and Exchange Commission, subject to such adjustments as are set forth in the Adjusted IBIT Performance Bonus Table for such year. If the Executive’s employment is terminated (w) by the Employer for any approval of shareholders reason other than Cause, (x) by the Executive for Good Reason, (y) by the Employer or the Executive due to the Executive’s Disability, or (z) by reason of the CompanyExecutive’s death, if required by Section 162(m) any Annual Adjusted IBIT Performance Bonus payable to the Executive or his estate, as the case may be, accrued to the date of termination of the Internal Revenue Code Executive’s employment shall be that amount equal to (1) the amount of 1986, as amended the Annual Adjusted IBIT Performance Bonus that would have been payable to the Executive if the Executive’s employment had not been terminated during the year times (2) a fraction the “Code”)numerator of which is the number of months elapsed during the year up to and including the month of termination of the Executive’s employment and the denominator of which is 12.

Annual Adjusted IBIT Performance Bonus. The CEO shall Compensation Committee of the Board (the “Compensation Committee”) will prepare and deliver to the Executive within 90 days following the beginning of each year during the Term commencing with the year ending December 31, 2018 an Adjusted IBIT Performance Bonus Table (for each such year which shall be similar to the “Adjusted IBIT Performance Bonus Table”Table for the year 2010 prepared by the Compensation Committee pursuant to Section 3(b)(ii) for such year under which of the Original Amended Employment Agreement, except that (A) the Adjusted IBIT (as defined in Section 9(a)) to be achieved by the Company Employer for the Executive to obtain 100% of the Adjusted IBIT Target Bonus shall target bonus will be based on the annual budget for such year prepared by the management of the Company Employer and approved by the Board of Directors of the Company (the “Board”) Employer and (B) the “target bonus payable upon achieving 100% of the target Adjusted IBIT Target Bonus” shall for such year will be 75100% of the Base Salary payable to the Executive for such year. The Similarly, the threshold Adjusted IBIT for such year shall will be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 50% of the Adjusted IBIT Target Bonus target bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. The Similarly, the maximum Adjusted IBIT for such year shall will be 150200% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 150200% of the Adjusted IBIT Target Bonus target bonus for such year, consistent with the Adjusted IBIT Performance Bonus Table for such year. The Executive shall be entitled to receive the sliding scale percentages of the Adjusted IBIT Target Bonus set forth in the Adjusted IBIT Performance Bonus Table based upon Adjusted IBIT being more than the threshold Adjusted IBIT but less than the target Adjusted IBIT, or more than the target Adjusted IBIT but less than the maximum Adjusted IBIT; provided, however, that notwithstanding Notwithstanding anything to the contrary contained in this Agreement, the Annual Adjusted IBIT Performance Bonus for any such year shall will be zero if the Adjusted IBIT achieved by the Company Employer for such year is less than the threshold Adjusted IBIT for such year, and in no event shall will an Annual Adjusted IBIT Performance Bonus for any such year be more than 150% of the Adjusted IBIT Target Bonus maximum target bonus for such year even if the Adjusted IBIT achieved by the Company Employer for such year exceeds the maximum Adjusted IBIT for such year. The Company Employer shall pay in each of the Annual immediate following years to the Executive the Adjusted IBIT Performance Bonus earned by the Executive for each such preceding year within ten days of the Employer filing its Annual Report on Form 10-K for such preceding year with the Securities and Exchange Commission; provided, however if the date established by the Internal Revenue Service (the “IRS Payment Date”) by which such payment must be made in order for the immediately following Employer to deduct the amount of the Adjusted IBIT Performance Bonus for such year is earlier, the Employer shall pay, (i) if the Employer can determine such amount by the IRS Payment Date, such amount prior to the IRS Payment date or (ii) if the Employer cannot determine such amount by the IRS Payment Date, 90% of the Employer’s good faith estimate of such amount by the IRS Payment Date and the balance, if any, as soon thereafter as the Employer can determine such amount. If, however, 90% of the Employer’s good faith estimate of such amount is more than the Adjusted IBIT Performance Bonus for such year, no later than March 15the Executive shall promptly return such excess to the Employer as soon as the Employer shall notify the Executive of the amount of such excess. Any The bonuses payable by the Company employer to the Executive pursuant to this Section 2(b)(iclause (i) shall be awarded under and subject to the terms of the CompanyEmployer’s 2000 Incentive Bonus Compensation Plan, as amended from time to time Plan (the “Bonus Plan”); provided, however, if the Employer shall determine that such bonuses would not qualify under the terms of the Plan, the Employer shall use its best efforts to amend the Plan so that such bonuses would qualify under the terms of the Plan; provided further, however, if the Employer is unable to so amend the Plan, the Employer shall enter into another financial arrangement with the Executive to provide the Executive with the same economic benefit, on an after-tax basis, as the Executive would have received if such bonuses had qualified under the terms of the Plan. For purposes of this Agreement, the term “Adjusted IBIT”, as it applies to any particular year, means that amount for such year equal to the Employer’s Income Before Income Taxes, as determined by the Employer’s independent auditors, using generally accepted accounting principles, and reported in the Employer’s Consolidated Statements of Operations in its Annual Report on Form 10-K for such year filed with the Securities and Exchange Commission, subject to such adjustments as are set forth in the Adjusted IBIT Performance Bonus Table for such year. If the Executive’s employment is terminated (w) by the Employer for any approval of shareholders reason other than Cause, (x) by the Executive for Good Reason, (y) by the Employer or the Executive due to the Executive’s Disability, or (z) by reason of the CompanyExecutive’s death, if required by Section 162(m) any Annual Adjusted IBIT Performance Bonus payable to the Executive or his estate, as the case may be, accrued to the date of termination of the Internal Revenue Code Executive’s employment shall be that amount equal to (1) the amount of 1986, as amended the Annual Adjusted IBIT Performance Bonus that would have been payable to the Executive if the Executive’s employment had not been terminated during the year times (2) a fraction the “Code”)numerator of which is the number of months elapsed during the year up to and including the month of termination of the Executive’s employment and the denominator of which is 12.

Annual Adjusted IBIT Performance Bonus. The CEO shall Compensation Committee will prepare and deliver to the Executive within 90 days following the beginning of each year during the Term commencing with the year ending December 31, 2018 an Adjusted IBIT Performance Bonus Table (for such year which shall be similar to the “2012 Adjusted IBIT Performance Bonus Table”) for such year under which Table in that (Aa) the Adjusted IBIT (as defined in Section 9(a)) to be achieved by the Company Employer for the Executive to obtain 100% of the Adjusted IBIT Target Bonus shall target bonus will be based on the annual budget for such year as prepared by the management of the Company Employer and approved discussed by the management of the Employer with the Board of Directors of the Company (the “Board”) Employer and (Bb) the “Adjusted IBIT Target Bonus” shall be 75target bonus payable upon achieving 100% of the Base target Adjusted IBIT for such year will be 90% of the Salary payable to the Executive for such year. The Similarly, the threshold Adjusted IBIT for such year shall will be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 50% of the Adjusted IBIT Target Bonus target bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. The However, the maximum Adjusted IBIT for such year shall will be 150200% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 150200% of the Adjusted IBIT Target Bonus Salary payable to the Executive for such year, year consistent with the Adjusted IBIT Performance Bonus Table for such year. The Executive shall be entitled to receive the sliding scale percentages of the Adjusted IBIT Target Bonus set forth in the Adjusted IBIT Performance Bonus Table based upon Adjusted IBIT being more than the threshold Adjusted IBIT but less than the target Adjusted IBIT, or more than the target Adjusted IBIT but less than the maximum Adjusted IBIT; provided, however, that notwithstanding Notwithstanding anything to the contrary contained in this Agreement, the Annual Adjusted IBIT Performance Bonus for any such year shall will be zero if the Adjusted IBIT achieved by the Company Employer for such year is less than the threshold Adjusted IBIT for such year, and in no event shall an Annual will the Adjusted IBIT Performance Bonus for any such year be more than 150% of the Adjusted IBIT Target Bonus maximum target bonus for such year even if the Adjusted IBIT achieved by the Company Employer for such year exceeds the maximum Adjusted IBIT for such year. The Company Employer shall pay in the Annual immediate following year to the Executive the Adjusted IBIT Performance Bonus earned by the Executive for each such preceding year within ten days of the Employer filing with the Securities and Exchange Commission its Annual Report on Form 10-K for such preceding year; provided, however if the date established by the Internal Revenue Service (the “IRS Payment Date”) by which such payment must be made in order for the immediately following Employer to deduct the amount of the Adjusted IBIT Performance Bonus for such year is earlier, the Employer shall pay, (y) if the Employer can determine such amount by the IRS Payment Date, such amount prior to the IRS Payment date or (z) if the Employer cannot determine such amount by the IRS Payment Date, 90% of the Employer’s good faith estimate of such amount by the IRS Payment Date and the balance, if any, as soon thereafter as the Employer can determine such amount. If, however, 90% of the Employer’s good faith estimate of such amount is more than the Adjusted IBIT Performance Bonus for such year, no later than March 15. Any the Executive shall promptly return such excess to the Employer as soon as the Employer shall notify the Executive of the amount of such excess The bonuses payable by the Company employer to the Executive pursuant to this Section 2(b)(iclause (B) shall be awarded under and subject to the terms of the CompanyEmployer’s 2000 Incentive Bonus Compensation Plan, as amended from time to time Plan (the “Bonus Plan”); provided, subject to any approval of shareholders however, if the Employer shall determine that such bonuses would not qualify under the terms of the CompanyPlan., the Employer shall use its best efforts to amend the Plan so that such bonuses would qualify under the terms of the Plan; provided further, however, if required by Section 162(m) the Employer is unable to so amend the Plan, the Employer shall enter into another financial arrangement with the Executive to provide the Executive with the same economic benefit, on an after-tax basis, as the Executive would have received if such bonuses had qualified under the terms of the Internal Revenue Code of 1986, as amended (the “Code”).Plan

Annual Adjusted IBIT Performance Bonus. The CEO shall prepare and deliver to Compensation Committee of the Executive within 90 days following Board of Directors of the beginning of each year during Employer (the Term commencing with the year ending December 31, 2018 “Compensation Committee”) prepared an Adjusted IBIT Performance Bonus Table for 2015 (a copy of which is attached as Exhibit A), which is similar to the 2014 Adjusted IBIT Performance Table which was delivered to the Executive by the Compensation Committee (the “2015 Adjusted IBIT Performance Bonus Table”) for such year under which in that (Aa) the Adjusted IBIT (as defined in Section 9(a)) to be achieved by the Company Employer for the Executive to obtain 100% of the Adjusted IBIT Target Bonus shall be target bonus is based on the annual budget for such year as prepared by the management of the Company Employer and approved discussed by the management of the Employer with the Board of Directors of the Company (the “Board”) Employer and (Bb) the “Adjusted IBIT Target Bonus” shall be 75target bonus payable upon achieving 100% of the Base Salary target Adjusted IBIT for such year is 90% of the salary payable to the Executive for such year. The Similarly, the threshold Adjusted IBIT for such the year shall ending December 31, 2015 will be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 50% of the Adjusted IBIT Target Bonus target bonus for such year consistent with the 2015 Adjusted IBIT Performance Bonus Table for such yearTable. The Similarly, the maximum Adjusted IBIT for such year shall be 150is 200% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 150200% of the Adjusted IBIT Target Bonus target bonus for such year, year consistent with the 2015 Adjusted IBIT Performance Bonus Table for such yearTable. The Executive shall be entitled to receive the sliding scale percentages of the Adjusted IBIT Target Bonus set forth in the Adjusted IBIT Performance Bonus Table based upon Adjusted IBIT being more than the threshold Adjusted IBIT but less than the target Adjusted IBIT, or more than the target Adjusted IBIT but less than the maximum Adjusted IBIT; provided, however, that notwithstanding Notwithstanding anything to the contrary contained in this Agreement, the Annual Adjusted IBIT Performance Bonus for any such year shall 2015 will be zero if the Adjusted IBIT achieved by the Company Employer for such year is less than the threshold Adjusted IBIT for such year, and in no event shall an Annual will the Adjusted IBIT Performance Bonus for any such year be more than 150% of the Adjusted IBIT Target Bonus maximum target bonus for such year even if the Adjusted IBIT achieved by the Company Employer for such year exceeds the maximum Adjusted IBIT for such year. The Company Employer shall pay in the Annual year commencing January 1, 2016 to the Executive the Adjusted IBIT Performance Bonus earned by the Executive for each the year ending December 31, 2015 within ten days of the Employer filing with the Securities and Exchange Commission its Annual Report on Form 10-K for such year; provided, however if the date established by the Internal Revenue Service (the “IRS Payment Date”) by which such payment must be made in order for the immediately following Employer to deduct the amount of the Adjusted IBIT Performance Bonus for such year is earlier, the Employer shall pay, (y) if the Employer can determine such amount by the IRS Payment Date, such amount prior to the IRS Payment date or (z) if the Employer cannot determine such amount by the IRS Payment Date, 90% of the Employer’s good faith estimate of such amount by the IRS Payment Date and the balance, if any, as soon thereafter as the Employer can determine such amount. If, however, 90% of the Employer’s good faith estimate of such amount is more than the Adjusted IBIT Performance Bonus for such year, no later than March 15. Any bonuses the Executive shall promptly return such excess to the Employer as soon as the Employer shall notify the Executive of the amount of such excess The bonus payable by the Company employer to the Executive pursuant to this Section 2(b)(iclause (A) shall be awarded under and subject to the terms of the CompanyEmployer’s 2000 Incentive Bonus Compensation Plan, as amended from time to time Plan (the “Bonus Plan”); provided, subject to any approval of shareholders however, if the Employer shall determine that such bonus would not qualify under the terms of the CompanyPlan, the Employer shall use its best efforts to amend the Plan so that such bonus would qualify under the terms of the Plan provided further, however, if required by Section 162(m) the Employer is unable to so amend the Plan, the Employer shall enter into another financial arrangement with the Executive to provide the Executive with the same economic benefit, on an after-tax basis, as the Executive would have received if such bonuses had qualified under the terms of the Internal Revenue Code of 1986, as amended (the “Code”).Plan

Annual Adjusted IBIT Performance Bonus. The CEO shall Compensation Committee of the Board (the “Compensation Committee”) will prepare and deliver to the Executive within 90 days following the beginning of each year during the Term commencing with the year ending December 31, 2018 an Adjusted IBIT Performance Bonus Table (for each such year which shall be similar to the “Adjusted IBIT Performance Bonus Table”Table for the year 2016 prepared by the Compensation Committee pursuant to Section 4(b)(i) for such year under which of the Second Employment Agreement, except that (A) the Adjusted IBIT (as defined in Section 9(a)) to be achieved by the Company Employer for the Executive to obtain 100% of the Adjusted IBIT Target Bonus shall target bonus will be based on the annual budget for such year prepared by the management of the Company Employer and approved by the Board of Directors of the Company (the “Board”) Employer and (B) the “target bonus payable upon achieving 100% of the target Adjusted IBIT Target Bonus” shall for such year will be 75100% of the Base Salary payable to the Executive for such year. The Similarly, the threshold Adjusted IBIT for such year shall will be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 50% of the Adjusted IBIT Target Bonus target bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. The Similarly, the maximum Adjusted IBIT for such year shall will be 150200% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 150200% of the Adjusted IBIT Target Bonus target bonus for such year, consistent with the Adjusted IBIT Performance Bonus Table for such year. The Executive shall be entitled to receive the sliding scale percentages of the Adjusted IBIT Target Bonus set forth in the Adjusted IBIT Performance Bonus Table based upon Adjusted IBIT being more than the threshold Adjusted IBIT but less than the target Adjusted IBIT, or more than the target Adjusted IBIT but less than the maximum Adjusted IBIT; provided, however, that notwithstanding Notwithstanding anything to the contrary contained in this Agreement, the Annual Adjusted IBIT Performance Bonus for any such year shall will be zero if the Adjusted IBIT achieved by the Company Employer for such year is less than the threshold Adjusted IBIT for such year, and in no event shall will an Annual Adjusted IBIT Performance Bonus for any such year be more than 150% of the Adjusted IBIT Target Bonus maximum target bonus for such year even if the Adjusted IBIT achieved by the Company Employer for such year exceeds the maximum Adjusted IBIT for such year. The Company Employer shall pay in each of the Annual immediate following years to the Executive the Adjusted IBIT Performance Bonus earned by the Executive for each such preceding year within ten days of the Employer filing its Annual Report on Form 10-K for such preceding year with the Securities and Exchange Commission; provided, however if the date established by the Internal Revenue Service (the “IRS Payment Date”) by which such payment must be made in order for the immediately following Employer to deduct the amount of the Adjusted IBIT Performance Bonus for such year is earlier, the Employer shall pay, (i) if the Employer can determine such amount by the IRS Payment Date, such amount prior to the IRS Payment date or (ii) if the Employer cannot determine such amount by the IRS Payment Date, 90% of the Employer’s good faith estimate of such amount by the IRS Payment Date and the balance, if any, as soon thereafter as the Employer can determine such amount. If, however, 90% of the Employer’s good faith estimate of such amount is more than the Adjusted IBIT Performance Bonus for such year, no later than March 15the Executive shall promptly return such excess to the Employer as soon as the Employer shall notify the Executive of the amount of such excess. Any The bonuses payable by the Company employer to the Executive pursuant to this Section 2(b)(iclause (i) shall be awarded under and subject to the terms of the CompanyEmployer’s 2000 Incentive Bonus Compensation Plan, as amended from time to time Plan (the “Bonus Plan”); provided, however, if the Employer shall determine that such bonuses would not qualify under the terms of the Plan., the Employer shall use its best efforts to amend the Plan so that such bonuses would qualify under the terms of the Plan; provided further, however, if the Employer is unable to so amend the Plan, the Employer shall enter into another financial arrangement with the Executive to provide the Executive with the same economic benefit, on an after-tax basis, as the Executive would have received if such bonuses had qualified under the terms of the Plan. For purposes of this Agreement, the term “Adjusted IBIT”, as it applies to any particular year, means that amount for such year equal to the Employer’s Income Before Income Taxes, as determined by the Employer’s independent auditors, using generally accepted accounting principles, and reported in the Employer’s Consolidated Statements of Operations in its Annual Report on Form 10-K for such year filed with the Securities and Exchange Commission, subject to such adjustments as are set forth in the Adjusted IBIT Performance Bonus Table for such year. If the Executive’s employment is terminated on or prior to June 30 of a calendar year (w) by the Employer for any approval of shareholders reason other than Cause, (x) by the Executive for Good Reason, (y) by the Employer or the Executive due to the Executive’s Disability, or (z) by reason of the CompanyExecutive’s death, if required by Section 162(m) any Annual Adjusted IBIT Performance Bonus with respect to such year payable to the Executive or his estate, as the case may be, accrued to the date of termination of the Internal Revenue Code Executive’s employment shall be that amount equal to (1) the amount of 1986the Annual Adjusted IBIT Performance Bonus that would have been payable to the Executive if the Executive’s employment had not been terminated during the year times (2) a fraction the numerator of which is the number of months elapsed during the year up to and including the month of termination of the Executive’s employment and the denominator of which is 12. If the Executive’s employment is terminated on or following July 1 of a calendar year (w) by the Employer for any reason other than Cause, (x) by the Executive for Good Reason, (y) by the Employer or the Executive due to the Executive’s Disability, or (z) by reason of the Executive’s death, any Annual Adjusted IBIT Performance Bonus with respect to such year payable to the Executive or his estate, as amended the case may be, accrued to the date of termination of the Executive’s employment shall be that amount equal to the amount of the Annual Adjusted IBIT Performance Bonus that would have been payable to the Executive with respect to such year if the Executive’s employment had not been terminated during the year (the “Code”without proration).