Common use of Annual Bonus Clause in Contracts

Annual Bonus. In addition to Annual Base Salary, Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to Executive’s highest annual bonus for the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to the Executive’s highest annual 's target bonus for the last three full fiscal years prior to most recently established before the Effective Date under the Company's Variable Compensation Plan, or under any successor plan (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year"Target Bonus"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, The Executive shall be awarded, eligible for an annual bonus (the "Annual Bonus") for each fiscal year ending during the Employment Period, an Period on the same basis as other executive officers under the Company's executive officer annual bonus (the “Annual Bonus”) in cash at least equal to Executive’s highest annual bonus for the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year)incentive program. Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual BonusBonus pursuant to a Company sponsored deferred compensation plan in effect.

Annual Bonus. In addition to Annual Base Salary, Executive shall be awardedprovided, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash opportunity at least equal to Executive’s highest annual bonus opportunity under the Company’s Annual Management Incentive Plan, or any comparable bonus opportunity under any predecessor or successor plans, for the last three full fiscal years year prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to the Executive’s highest 's target annual bonus under the Company's Short-Term Incentive Compensation Plan for 1997 ("1997 Target Bonus") or, if higher, the last three full fiscal years Executive's greatest target annual bonus in any subsequent year prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year)Date. Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall will be awarded, awarded for each fiscal year ending during the Employment Period, Period and for which the Executive is employed on the last day of the year an annual bonus (the “Annual Bonus”) in cash at least equal to Executive’s highest the average annual bonus paid or payable, including by reason of any deferral, for the last three full fiscal two years prior to immediately preceding the Effective year in which the Change in Control Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year)occurs. Each such Annual Bonus shall will be paid no later than two and one-half months after the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Protection Period, an annual bonus (the an “Annual Bonus”) in cash at least equal to Executive’s the highest annual bonus for payable to the last Executive from the Company and its subsidiaries in respect of the three full fiscal years prior to immediately preceding the fiscal year in which the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonusoccurs.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to Executive’s highest annual bonus for cash, determined as a percentage of Annual Base Salary which shall not be less than the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year)Recent Annual Bonus Percentage. Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive ------------ shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") pursuant to the Company's annual incentive plans, pro rated in cash at least equal to Executive’s highest annual the case of a bonus for any year during which the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year)less than 12 months. Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to Executive’s highest annual the target bonus opportunity in effect for the last three full fiscal years Executive as of immediately prior to the Effective Date under the Xxxxxxx Financial Corporation and Xxxxxxx Bank Annual Incentive Compensation Plan or any applicable successor plan in effect as of immediately prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year“Target Annual Bonus”). Each such Annual Bonus shall be paid no later than two and a half months after the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual BonusBonus 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 Annual Base Salary, the Executive shall may be awarded, for each fiscal year ending during the Change of Control Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to Executive’s highest annual bonus for the last three full fiscal years prior to the Effective Date (annualized as determined in the event that discretion of the Company's President and Chief Executive was not employed by Officer consistent with the Company for practices and procedures of the whole of such fiscal year)Company. Each Any such Annual Bonus shall be paid no later than the end of the third fourth month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to the Executive’s 's highest bonus under the Company's annual bonus incentive plans for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year) (the "Recent Annual Bonus"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the product of the Executive’s highest annual Annual Base Salary multiplied by the most recent target bonus percentage for the last three full fiscal years prior to Executive under the Effective Date Company’s annual incentive bonus plan (annualized in the event that Executive was not employed by the Company for the whole of such fiscal yearor any comparable, predecessor or successor plan). Each such Annual Bonus shall be paid no later than the end of the third second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual the Base Salary, the Executive shall be awardedprovided, for each fiscal year ending during the Employment Period, an annual a bonus (the “Annual Bonus”) opportunity in cash and stock-based incentives at least equal to the Executive’s highest annual 's maximum bonus opportunity in effect for fiscal 2002 immediately before the last three full fiscal years prior to the Effective Filing Date (annualized in the event that "Annual Bonus"). Unless the Executive was not employed by shall elect to defer the Company for the whole receipt of such fiscal year). Each Annual Bonus, each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless or on such other basis as the Company and the Executive shall elect to defer the receipt of such Annual Bonusmay agree.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be eligible to be awarded, for each fiscal year or portion of a fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”) "), in cash at least equal to Executive’s highest accordance with the Company's annual bonus for the last three full fiscal years prior to the Effective Date (annualized incentive plans then in the event that Executive was not employed by the Company for the whole of such fiscal year)effect. Each such Annual Bonus shall be paid in a single cash lump sum no later than 90 days after the end of the third month of the fiscal year next following or portion thereof for which the Annual Bonus is awarded, unless the Executive elects in writing, before the beginning of the fiscal year for which the Annual Bonus is to be awarded, unless Executive shall elect to defer the receipt of such the Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “an "Annual Bonus”") in cash at least equal to Executive’s highest annual the average bonus for received by the last Executive from the Corporation in respect of the three full fiscal years prior to immediately preceding the fiscal year in which the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonusoccurs.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s highest annual bonus for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to the Executive’s 's highest annual comparable bonus under any predecessor or successor plan, for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual the Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “an "Annual Bonus”") (either pursuant to a bonus or incentive plan or program of the Company or otherwise) in cash at least equal to Executive’s highest annual bonus for the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed such amount as shall be determined by the Company for the whole of such fiscal year)Board. Each such Annual Bonus shall be paid no later than the end of the third month payable in January of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall otherwise elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, The Executive shall be awarded, eligible for an annual bonus for each fiscal year ending during the Employment Period, an Period on the same basis as other executive officers under the Company’s executive officer annual bonus (the “Annual Bonus”) in cash at least equal to Executive’s highest annual bonus for the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year)incentive program. Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall will be awarded, awarded for each fiscal year ending during the Employment Period, Period an annual bonus (the “Annual Bonus”) in cash at least equal to Executive’s highest the average annual bonus paid or payable, including by reason of any deferral, for the last three full fiscal two years prior to immediately preceding the Effective year in which the Change in Control Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year)occurs. Each such Annual Bonus shall will be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall may be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to Executive’s highest annual bonus for the last three full fiscal years prior to the Effective Date (annualized as determined in the event that discretion of the Company's President and Chief Executive was not employed by Officer consistent with the Company for practices and procedures of the whole of such fiscal year)Company. Each Any such Annual Bonus shall be paid no later than the end of the third fourth month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s 's highest award or awards for any fiscal year under the Company's plan or plans which provide for the grant of annual bonus for cash bonuses or other short-term cash incentive awards during the last three full fiscal years prior to the Effective Date (any such award shall be annualized for any fiscal year in the event that the Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than ) (the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such "Annual Bonus."

Annual Bonus. In addition to the Annual Base Salary, the Executive shall will be awarded, awarded for each fiscal year ending during the Employment Period, Period and for which the Executive is employed on the last day of the year an annual bonus (the “Annual Bonus”) in cash at least equal to Executive’s highest the average annual bonus paid or payable, including by reason of any deferral, for the last three full fiscal two years prior to immediately preceding the Effective year in which the Change in Control Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year)occurs. Each such Annual Bonus shall will be paid no later than two and a half months after the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to the Executive’s highest 's average annual cash bonus for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year) (the "Average Annual Bonus"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus bonus, excluding any payments of cash in lieu of pension (the “"Annual Bonus”) "), in cash at least equal to the Executive’s 's highest annual bonus for the last three two full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awardedentitled to participate, for with respect to each fiscal year ending during the Employment Period, an annual bonus in the Company's Management Incentive Compensation Plan, or any comparable successor plans, under terms (the “Annual Bonus”including measures of performance, targets and payout potential) in cash at least equal to Executive’s highest annual as favorable as the terms under such bonus for plan as in effect during the last three full Company's fiscal years year ending immediately prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year"Annual Bonus"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following 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.

Annual Bonus. In addition to Annual the Base Salary, the Executive shall be awardedentitled to earn, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) based on the achievement of performance criteria as determined by the Board or an appropriate committee thereof, and with the target amount of the Annual Bonus being not less than the target amount in cash at least equal to Executive’s highest annual bonus for the last three full fiscal years effect immediately prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year)Date. Each such Any Annual Bonus that is so earned shall be paid no later than two and a half months after the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, during the employment period the Executive shall be awarded, for each fiscal year ending during the Employment Period, awarded an annual profit sharing bonus (the “"Annual Bonus”) "), in cash at least equal to the Executive’s 's highest annual profit sharing bonus under the Company's profit sharing plan for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal yearyear (the "Recent Annual Bonus"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such the Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”"ANNUAL BONUS") in cash at least equal to Executive’s highest annual the greater of: (a) the maximum bonus for that the last three full fiscal years Executive could have been paid pursuant to the executive incentive bonus plan in effect ninety (90) days prior to the Effective Date and (annualized b) sixty percent (60%) of the Annual Base Salary then in the event that Executive was not employed by the Company for the whole of such fiscal year)effect. Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to Executive’s highest annual bonus for the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual BonusBonus in accordance with the terms of the Company’s deferred compensation plan, if any.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to the Executive’s 's highest annual bonus for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Ease Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “an "Annual Bonus”") in cash at least equal to Executive’s highest annual the average bonus for received by the last Executive from the Corporation in respect of the three full fiscal years prior to immediately preceding the fiscal year in which the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonusoccurs.

Annual Bonus. In addition to Annual the Base Salary, the Executive shall ------------ be awarded, awarded for each fiscal year of the Corporation ending during the Employment Period, Period an annual bonus (either pursuant to a bonus plan or program of the “Annual Bonus”Corporation or otherwise) in cash at least equal to Executive’s highest the last annual bonus for (annualized, if awarded in respect of a partial year) awarded to the last three full fiscal years Executive under the Annual Incentive Plan of the Corporation prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such "Annual Bonus."

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to the Executive’s 's highest bonus under the Company's annual bonus incentive plans for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year) (the "Recent Annual Bonus"). Each such Annual Bonus shall be paid no later than that the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to the Executive’s 's highest bonus under the Company's annual bonus incentive plans for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year) (the "Recent Annual Bonus"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to Executive’s 's highest annual bonus for the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to Executive’s the highest annual bonus earned by the Executive for the last three two full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to that is not less than the Executive’s highest annual target level of bonus for the last three full fiscal years prior to year in which the Effective Date (annualized in the event that Executive was not employed by the Company for the whole Change of such fiscal year)Control occurs. Each such Annual Bonus shall be paid no later than the end 15th day of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual cash bonus (the “an "Annual Bonus”") determined in cash at least equal accordance with the formula attached as Exhibit A hereto and made a part hereof; provided, however, that in no event shall the Annual Bonus payable for any fiscal year during the Employment Period be less than the highest bonus payable to Executive’s highest annual bonus for the last Executive from the Company and its subsidiaries in respect of the three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of immediately preceding the fiscal year next following the fiscal year for in which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual BonusEffective Time occurs.

Annual Bonus. In addition to Annual Base Salary, the ------------ Executive shall be awardedeligible, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to Executive’s highest annual bonus for the last three full fiscal years prior to the Effective Date 50% of his Annual Base Salary (annualized in the event that Executive was not employed "Targeted Bonus") as fixed by the Company for Compensation Committee of the whole of such fiscal year). Each such Annual Bonus shall Company, to be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be eligible to be awarded, for each fiscal year of the Company or portion of a fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) pursuant to the terms of the Company’s Annual Incentive Plan, as in cash at least equal effect from time to Executive’s highest time. “Annual Bonus” for any given fiscal year shall mean the amount, if any, of annual bonus for earned by the last three full fiscal years prior Executive with respect to the Effective Date (annualized applicable fiscal year of the Company, including amounts deferred and/or paid in the event that Executive was not employed by the Company for the whole form of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonusequity compensation.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awardedhave the opportunity to earn, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) Bonus in cash at least equal to Executive’s the highest annual bonus Annual Bonus the Executive had the opportunity to earn for any of the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s highest bonus under the Company’s annual bonus incentive plans for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year) (the “Recent Annual Bonus”). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next two and a half months following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, Executive shall be awardedprovided, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash opportunity at least equal to Executive’s highest annual target bonus opportunity for the last three full fiscal years year prior to the Effective Date (annualized in the event that Executive was not employed by the Company or an affiliate for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to the Annual Base Salary, Executive shall be awarded, for each fiscal year ending during the Employment Period, the Executive shall be eligible for an annual cash bonus (the “Annual Bonus”) in cash at least equal to Executive’s highest annual bonus for the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed ), as determined by the Company for Compensation Committee, which value shall be up to forty (40) percent of the whole Annual Base Salary at the sole discretion of such fiscal year)the Board and as determined in accordance with the policies and practices generally applicable to other senior executive officers of the Company. Each such Annual Bonus awarded to the Executive shall be paid no later than sometime during the end of the third month first seventy-five (75) days of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect elect, in compliance with Treasury Regulation 1.409A-2(a), to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s highest annual target bonus for the last three full fiscal years prior to as of the Effective Date under the Company’s Management Incentive Plan or any successor plan (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year“Effective Date Target Bonus”). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual the Base Salary, the Executive shall be awardedentitled to earn, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to Executive’s highest annual bonus for based on the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed achievement of performance criteria as determined by the Company for Board or an appropriate committee thereof, and with the whole target amount of such fiscal year). Each such the Annual Bonus being not less than 30% of the annual amount of the Base Salary. The Annual Bonus that is so earned shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive ------------ shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to Executive’s highest annual the average bonus paid to the Executive for the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year"Recent Average Bonus"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, Executive shall be awarded, awarded for each fiscal year ending during the Employment Period, Period an annual target bonus (the “Annual Bonus”) opportunity in cash at least equal to Executive’s highest annual target bonus opportunity for the last three full fiscal years year prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than ) (the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such “Target Annual Bonus”).

Annual Bonus. In addition to Annual the Base Salary, the Executive shall be awardedprovided, for each fiscal year ending during the Employment Period, an annual a bonus opportunity in cash and stock-based incentives as the same may be established from time to time by the Company (the “Annual Bonus”) in cash at least equal ). Unless the Executive shall elect to Executive’s highest annual bonus for defer the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole receipt of such fiscal year). Each Annual Bonus, each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless or on such other basis as the Company and the Executive shall elect to defer the receipt of such Annual Bonusmay agree.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s highest annual bonus for earned under the last three full fiscal years prior to the Effective Date (annualized in the event that Company’s Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awardedPlan, unless Executive shall elect to defer the receipt of such Annual Bonus.or any comparable bonus under any predecessor or successor plan,

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to Executivethe target bonus amount applicable to the Executive under the Company’s highest annual bonus Senior Executive Annual Incentive Plan or any successor plan for the last three full fiscal years prior to year in which the Effective Date occurs (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year“Target Bonus Amount”). Each such Annual Bonus shall be paid no later than the end March 15th of the third month of year succeeding the fiscal year next following the fiscal year for which the Annual Bonus is awardedearned, unless the Executive shall elect to defer the receipt of such Annual BonusBonus in accordance with the requirements of Section 409A of the Code.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s highest bonus under the Company’s annual bonus incentive plans for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year) (the “Recent Annual Bonus”). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, Executive shall be awarded, awarded for each fiscal year ending during the Employment Period, Period an annual target bonus (the “Annual Bonus”) opportunity in cash at least equal (expressed as a percentage of salary) to Executive’s highest annual target bonus opportunity for the last three full fiscal years year prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than ) (the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such “Target Annual Bonus”).

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to that is not less than the Executive’s highest annual target level of bonus for the last three full fiscal years prior to year in which the Effective Date (annualized in the event that Executive was not employed by the Company for the whole Change of such fiscal year)Control occurs. Each such Annual Bonus shall be paid no later than the end 15th day of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual the Base Salary, the Executive shall be awarded, awarded for each fiscal year ending during the Employment Period, Fiscal Year an annual bonus (the “Annual Bonus”) Bonus in cash at least equal to Executive’s the highest annual bonus for paid or payable to the last Executive in respect of any of the Fiscal Years during the three full fiscal years Fiscal Years immediately prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end date of the third month Change of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual BonusControl.

Annual Bonus. In addition to Annual Base Salary, Executive shall be awarded, awarded for each fiscal year ending during the Employment Period, Period an annual target bonus (the “Annual Bonus”) opportunity in cash at least equal to Executive’s highest annual target bonus opportunity for the last three full fiscal years year prior to the Effective Change in Control Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than ) (the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such “Target Annual Bonus”).

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to Executive’s highest annual bonus for $475,000 (the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year"Required Bonus Amount"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to the Executive’s highest 's average annual bonus paid or payable under the Corporation's annual incentive plans for the last three two (2) full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year"Recent Annual Bonus"). Each such Annual Bonus shall be paid no later than the end of the third first month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to Executive’s highest annual bonus for $315,000 (the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year"Required Bonus Amount"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, Executive shall be awardedprovided, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash opportunity at least equal to Executive’s highest annual bonus opportunity under the Company’s Executive Management Incentive Plan, or any comparable bonus opportunity under any predecessor or successor plans, for the last three full fiscal years year prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall will be awarded, awarded for each fiscal year ending during the Employment Period, Period an annual bonus (the “"Annual Bonus”") in cash at least equal to Executive’s the highest annual bonus paid or payable, including by reason of any deferral, for the last three full fiscal two years prior to immediately preceding the Effective year in which the Change in Control Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year)occurs. Each such Annual Bonus shall will be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be awardedentitled to earn, for each fiscal year ending during the Employment Period, an a commercially reasonable annual bonus (the “"Annual Bonus”") in cash at least equal to Executive’s highest annual bonus for based on the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed achievement of commercially reasonable performance criteria as determined by the Company for the whole of such fiscal year)Board. Each such Annual Bonus so earned shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to the Executive’s 's highest annual bonus from the Company for the last three full fiscal years year prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year)Date. Each such Annual Bonus shall be paid in the fiscal year in which it is awarded or, at the Executive's option, no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall may be awarded, for each fiscal year ending during the Change of Control Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to Executive’s highest annual bonus for the last three full fiscal years prior to the Effective Date (annualized as determined in the event that discretion of the Company’s President and Chief Executive was not employed by Officer consistent with the Company for practices and procedures of the whole of such fiscal year)Company. Each Any such Annual Bonus shall be paid no later than the end of the third fourth month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to the Executive’s 's highest annual bonus under the Company's incentive plans for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year) (the "Recent Annual Bonus"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s highest target bonus under the Company’s annual incentive plans for the fiscal year in which the Effective Date occurs (or if no target bonus has been set for such fiscal year, the Executive’s target bonus for the last three full immediately preceding fiscal years prior to year (the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year“Target Bonus”)). Each such Annual Bonus shall be paid no later than between January 1st and March 15th following the end last day of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to the Executive’s 's highest annual bonus for the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year"Recent Annual Bonus"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, Executive shall be awarded, for each fiscal year ending during the Employment Period, an a target annual bonus (the “Annual Bonus”) in cash opportunity at least equal to Executive’s highest target annual bonus opportunity for the last three full fiscal years year prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”"ANNUAL BONUS") in cash at least equal to Executive’s highest annual the greater of: (a) the maximum bonus for that the last three full fiscal years Executive could have been paid pursuant to the executive incentive bonus plan in effect ninety (90) days prior to the Effective Date and (annualized b) fifty percent (50%) of the Annual Base Salary then in the event that Executive was not employed by the Company for the whole of such fiscal year)effect. Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual "Recent Average Bonus”") in cash at least equal to Executive’s highest average annual bonus for paid to the last Executive with respect to the three full most recent fiscal years of the Company completed prior to the Effective Date (annualized Change in the event that Executive was not employed by the Company for the whole of such fiscal year)Control Date. Each such Annual Recent Average Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Recent Average Bonus is awarded, unless except to the extent that the Executive shall elect to defer the receipt of such Annual Recent Average Bonus.

Annual Bonus. In addition to Annual Base Salary, The Executive shall be awarded, for each fiscal year ending during the Employment Period, eligible to receive an annual incentive bonus payable in cash, Equity Incentive Awards or some combination thereof (the “Annual Bonus”) in cash at least equal with respect to Executive’s highest annual bonus for each fiscal year which ends during the last three full fiscal years prior to Employment Period. The Annual Bonus shall be based upon (i) the Effective Date performance of the Company, (annualized in ii) the event that Executive was not employed by performance of the business unit or units of the Company for which the whole Executive is responsible and (iii) the Executive’s personal contribution to the success of such fiscal year)the Company, each as determined by the Chief Executive Officer in his sole discretion. Each such The Annual Bonus shall not exceed 150% of the Executive’s Base Salary. Such Annual Bonus shall be paid no later than after the end of the third month of the fiscal year next following at the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect same time as annual bonuses are paid to defer the receipt of such Annual Bonusother executives.

Annual Bonus. In addition to Annual Base Salary, the Executive shall may be awarded, for each fiscal year ending during the Employment PeriodTerm, an annual discretionary bonus (the “Annual Bonus”) in cash at least equal to Executive’s highest annual accordance with the terms and conditions of the bonus for the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed plan approved by the Company for Company. Any actual payment or award under such Annual Bonus plan, and the whole size of such fiscal year)any payment or award, will be in accordance with the terms of the plan. Each such Annual Bonus shall be paid no later than the end of the third (3rd) month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, during the Employment Period the Executive shall be awarded, for each fiscal year ending during the Employment Period, awarded an annual profit sharing bonus (the “"Annual Bonus”) "), in cash at least equal to Executive’s the Executive `s highest annual profit sharing bonus under the Company's profit sharing plan for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal yearyear (the "Recent Annual Bonus"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such the Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash opportunity at least equal to Executive’s highest annual bonus opportunity for the last three full fiscal years year prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to Executive’s highest annual the maximum amount of the bonus or award the Executive could earn for the last three full fiscal years prior to year during which the Effective Date occurs under any plan or arrangement in which the Executive participates or is eligible to participate and assuming: (annualized in 1) the event that attainment of any performance goals or similar criterion applicable to the Executive was not employed to the extent necessary for the Executive to qualify to receive the maximum award; and (2) the Executive's employment by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the full fiscal year next following (the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such "Annual Bonus."

Annual Bonus. In addition to Annual the Base Salary, the Executive shall be awardedprovided, for each fiscal year ending during the Employment Period, an annual a bonus opportunity in cash and stock-based incentives at least equal to that set forth in the Executive’s Offer Letter (the “Annual Bonus”) in cash at least equal ). Unless the Executive shall elect to Executive’s highest annual bonus for defer the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole receipt of such fiscal year). Each Annual Bonus, each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless or on such other basis as the Company and the Executive shall elect to defer the receipt of such Annual Bonusmay agree.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s highest annual target incentive opportunity under the Company’s annual incentive plan applicable to the Executive (the “Incentive Plan”), or any comparable bonus under any predecessor or successor plan, for any of the last immediately preceding three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year“Annual Bonus”). Each such Annual Bonus shall be paid no later than the end of the third month March 15 of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus, in accordance with Section 409A of the Code (“Section 409A”), pursuant to an applicable deferred compensation plan of the Company.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to the Executive’s highest 's annual bonus under the annual bonus plan for North Star Marketing for 1996 ("1996 Bonus") or, if higher, the last three full fiscal years Executive's greatest annual bonus in any subsequent year prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year)Date. Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to the Executive’s 's highest annual bonus earned under the Company's Incentive Plan, or any comparable bonus under any predecessor or successor plan, for the last three full fiscal years prior to the Effective Date (annualized in or for such lesser number of full fiscal years prior to the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year Effective Date for which the Annual Bonus is awarded, unless Executive shall elect was eligible to defer the receipt of earn such Annual Bonus.of

Annual Bonus. In addition to Annual Base Salary, the Executive shall have an opportunity to earn or be awarded, for each fiscal year ending during the Employment PeriodTerm, an annual bonus (the “"Annual Bonus”") in cash cash. The Annual Bonus shall be at least equal to Executive’s highest annual bonus for the last three full fiscal years Annual Bonus, if any, paid or payable to the Executive prior to the Effective Date (annualized in Change Date. In the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month termination of this Agreement for any reason, the fiscal year next following the fiscal year for which Executive shall receive the Annual Bonus is awarded, unless Executive shall elect prorated to defer the receipt date of such Annual Bonustermination.

Annual Bonus. In addition to the Annual Base Salary, Executive shall be awarded, for each fiscal year ending during the Employment Period, the Executive shall be eligible for an annual cash bonus (the “Annual Bonus”) in cash at least equal to Executive’s highest annual bonus for the last three full fiscal years prior pursuant to the Effective Date terms of the Company’s Omnibus Incentive and Equity Plan (annualized in the event that Executive was not employed “EIP”) (or any successor plan thereof), as determined by the Company for Compensation Committee of the whole of such fiscal year)Board. Each such Annual Bonus awarded to the Executive shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to the Executive’s 's highest annual bonus under the Company's incentive plans for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year) (the "Recent Annual Bonus"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual BonusBonus .

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awardedeligible, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal which may range from 0% to Executive’s highest annual bonus for the last three full fiscal years prior to the Effective Date (annualized 50% of his Annual Base Salary as determined, in the event that Executive was not employed his sole discretion, by the Company for Chief Executive Officer ("CEO") of the whole of such fiscal year). Each such Annual Bonus shall Company, to be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to the Annual Base Salary, the Executive ------------- shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus opportunity (the “"Annual Bonus”") in cash at least equal to the Executive’s highest annual 's target bonus under the Company's Senior Management Bonus Plan or its successors for the last three full fiscal years prior to year in which the Effective Date occurs (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year"Recent Annual Bonus"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year beginning or ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal of an amount not less than the total amount of the bonuses paid to Executive’s highest annual bonus for the last three full fiscal years prior to Executive during the twelve-month period immediately preceding the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year"Pre-Change Annual Bonus"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the ------------ Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to the Executive’s 's highest annual bonus for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending or portion thereof during the Employment Period, an annual bonus Annual Bonus opportunity (the “"Annual Bonus”") in cash at least equal to Executive’s highest annual bonus an amount substantially consistent with competitive industry practice, prorated for the last three any period consisting of less than 12 full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year)months. Each such The Annual Bonus shall not be paid no later less than the end of annual bonus paid to the third month of Chairman for the same fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonusor portion thereof.

Annual Bonus. In addition to Annual Base Salary, the Executive shall ------------ be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to the Executive’s 's highest annual bonus for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal calendar year or portion thereof, ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to Executive’s highest annual bonus for the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed as determined by the Company for the whole of such fiscal year)Board. Each such Annual Bonus or Management Incentive Plan ("MIP"), as it is sometimes called, shall be paid in a single cash lump sum no later than 90 days after the end of the third month of the fiscal year next following the fiscal calendar year for which the Annual Bonus is awarded, unless the Executive shall elect elects in writing, before the end of the year for which the Annual Bonus is to be awarded, to defer the receipt of such the Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to the Executive’s 's highest annual bonus for earned by the last Executive in any of the three full fiscal calendar years prior to immediately preceding the calendar year in which the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year)commences. Each such Such Annual Bonus shall be paid no later than the end of the third month January 31 of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to Executive’s highest annual bonus for $175,000 (the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year"Required Bonus Amount"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, during the Employment Period the Executive shall be awarded, for each fiscal year ending during the Employment Period, awarded an annual profit sharing bonus (the “"Annual Bonus”) "), in cash at least equal to the Executive’s 's highest annual profit sharing bonus under the Company's profit sharing plan for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal yearyear (the "Recent Annual Bonus"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such the Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to Executive’s highest annual bonus for $475,000 (the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year"Minimum Bonus Amount"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to Executive’s highest annual bonus for cash, determined as a percentage of Annual Base Salary which shall not be less than the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year)Recent Annual Bonus Percentage. Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”" ) in cash at least equal to Executive’s highest annual bonus for cash, determined as a percentage of Annual Base Salary which shall not be less than the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year)Recent Annual Bonus Percentage. Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending or portion thereof during the Employment Period, an annual bonus Annual Bonus opportunity (the “"Annual Bonus”") in cash at least equal to Executive’s highest annual bonus an amount substantially consistent with competitive industry practice, prorated for the last three any period consisting of less than 12 full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year)months. Each such The Annual Bonus shall not be paid no later less than the end of annual bonus paid to the third month of Chief Executive Officer for the same fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonusor portion thereof.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “"Annual Bonus”") in cash at least equal to the amount of the Executive’s highest annual bonus for 's Annual Base Salary (the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year"Target Bonus"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Protected Period, an annual bonus (the “Annual Bonus”"ANNUAL BONUS") in cash at least equal to Executive’s highest annual bonus for 100% of the last three full fiscal years prior to Annual Base Salary (the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year"RECENT ANNUAL BONUS"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.