Common use of Annual Bonus Clause in Contracts

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicable.

Annual Bonus. For In addition to the 2009 and 2010 calendar yearsAnnual Base Salary, the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive receive, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash incentive award under the Company’s annual incentive plan compensation plans, as may be in effect as of from time to time (the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the “Annual Incentive Plans”). For each fiscal year ending June 30during the Employment Period, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (ya) the Executive Executive’s target bonus opportunity under such Annual Incentive Plans shall receive an annual cash incentive award at least equal the Executive’s target bonus under the Annual Incentive Plans for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time Date occurs (or if a target bonus for such year has not been established as of the Effective Date, the Executive’s target bonus for the year immediately preceding the year in which the Effective Date occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary ) (the “Recent Target Bonus”), and an annual maximum cash incentive equal (b) any performance goals or other criteria used to two (2) times determine the Target actual Annual Bonus (earned shall not be substantially less favorable to the “Maximum Bonus”), pro-rated Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occursDate occurs (or if performance goals for such year have not been established as of the Effective Date, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid performance goals applicable to the Executive when annual bonuses are generally paid for the year immediately preceding the year in which the Effective Date occurs) and (c) to other executives the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Company but Annual Incentive Plans shall be no greater than the exercise of such discretion for the year immediately preceding the year in which the Effective Date occurs. Each such Annual Bonus shall be paid, to the extent earned, no event later than two and one-a half (2.5) months after the end of the fiscal or calendar yearyear for which the Annual Bonus is awarded, as applicableunless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Code.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior Pursuant to the Effective Time, remain eligible to receive an annual cash incentive award under terms of the Company’s annual incentive plan as in effect as of the date of this Agreement Management Incentive Plan or as adopted after the date of this Agreement; provided, that: any successor arrangement thereto (A) if the Effective Time occurs on or prior to June 30, 2010“MIP”), the Executive shall be eligible to receive an annual cash incentive award that is pro-rated a performance bonus for each fiscal year of the Company, which shall be subject to the Executive’s continued employment with the Company and the accomplishment of the specific performance goals established by the Compensation Committee for such fiscal year (“Annual Bonus”), with a target value of at least 45% of the Executive’s Base Salary for such fiscal year. The Compensation Committee, in its sole discretion, but in consultation with the CEO, shall establish the following for the period from July 1MIP for each fiscal year: (a) the applicable performance criteria and goals (“Targets”); (b) the relative weightings, 2009 through if any, of the Effective Time Targets; and (c) the percentage of the target Annual Bonus that the Executive will be able to earn upon achievement of certain percentages of the Targets, including the percentages of performance in excess of 100% of Target in which event a higher Annual Bonus will be earned, and which may include minimum percentages below which no Annual Bonus will be earned. The calculation of the Annual Bonus shall be determined by the Compensation Committee, in its reasonable discretion following the completion of the Company’s audit for such fiscal year, and the Annual Bonus for a given fiscal year shall be paid within 15 days of the receipt by the Company of the audited financial statements for such fiscal year, but no later than the 15th day of the third month following the end of such fiscal year. If this Agreement terminates other than at the end of a fiscal year and if the Executive is entitled to a pro rata Annual Bonus for such partial fiscal year pursuant to Section 5 hereof, such pro rata Annual Bonus shall be equal to the Annual Bonus that the Executive would have received under the MIP, based on deemed achievement the Target for such fiscal year, multiplied by a fraction, the numerator of 75% which shall be the number of target performancedays during such fiscal year he was so employed and the denominator of which shall be the number of days in such fiscal year (“Pro Rata Annual Bonus”). The Executive also may be entitled to the Annual Bonus for the fiscal year prior to the fiscal year in which the Executive is terminated, and to the extent not yet paid (B) if the Effective Time occurs after June 30, 2010, (x) the “Preceding Bonus”). The Executive shall be entitled to receive the payment of any annual incentive award Preceding Bonus and/or the Pro Rata Bonus, as applicable, at the time the Annual Bonus is payable with respect pursuant to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiariesMIP. The Annual BonusBonus shall, if anyin all respects, shall be paid subject to the Executive when annual bonuses are generally paid to other executives terms of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicableMIP.

Annual Bonus. For each calendar year during the 2009 and 2010 calendar yearsTerm of Employment, the Executive will: (ishall be eligible to participate in such bonus programs as are available to senior executives of the Company, including as further described in this Section 4(b) on and prior with regard to the Effective Time, remain eligible 2006-2009 calendar years. During the 2006 calendar year the Executive shall continue to receive an annual cash incentive award under participate in the Company’s annual incentive plan as in effect as of which he participates immediately prior to the date of this Agreement or as adopted after the date of this Agreement; providedand, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 302006 calendar year, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive he shall receive an actual bonus which shall be no less than his target bonus. Thereafter, the aggregate targeted payout level for achievement of the Executive’s annual cash incentive award performance objectives shall be no less than sixty percent (60%) of the Executive’s Annual Base Salary for such calendar year, with the fiscal year ending June 30maximum payout being twice such percentage of the Executive’s Annual Base Salary and a minimum payment of zero percent (0%) of the Executive’s Annual Base Salary. During 2007 through 2009 calendar years, 2011 the terms and conditions of such bonus opportunities shall be established by the Group Executive Director of Parent International (the “Group Executive Officer”) in good faith in consultation with the Chief Executive Officer in a manner such that seventy percent (70%) of the performance targets shall be based on deemed business measures (including, without limitation, financial, customer and employee key performance indicators and delivery of integration synergies), and thirty percent (30%) of the performance targets shall be based on personal performance measures. Except as otherwise expressly provided herein, the terms and conditions of the Executive’s annual bonus (including, without limitation, determination of the level of achievement of 75% of target business and personal performance and pro-rated for targets) shall be determined in the period from July 1, 2010 through the Effective Time; and (ii) for the remainder good faith discretion of the Group Executive Director; provided that such targets set for payment shall be determined by the Group Executive Director in consultation with the Chief Executive Officer. No bonus payment shall be required to be made with respect to a calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under Executive is not employed on the applicable Parent annual incentive plan equal payment date or with respect to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the a calendar year in which the Effective Time occursapplicable performance targets are not met, except as otherwise provided herein. Each such annual bonus which becomes payable (the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The “Annual Bonus, if any, ”) shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and oneseventy-half four (2.574) months days after the end of calendar year for which the fiscal or calendar year, as applicableAnnual Bonus is awarded.

Annual Bonus. For In addition to Executive’s Base Salary, during the 2009 and 2010 calendar yearsTerm, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated bonus for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the services rendered by Executive shall be entitled to the payment Partnership Parties equal to an amount between one hundred (100%) and one hundred fifty percent (150%) of any annual incentive award payable Executive’s Base Salary, as determined by the Board, in its sole discretion, subject to applicable withholdings and deductions (the “Annual Bonus”). The Annual Bonus with respect to the fiscal 2021 and 2022 annual periods (the “Initial Bonus Amounts”) shall be payable to Executive in cash or common units representing limited partner interests (“Common Units”) of the Partnership (or in a combination of cash and Common Units), as determined by the Board. The Initial Bonus Amounts that are payable in cash shall be paid to Executive on January 2, 2024 (“Deferred Initial Bonus Amounts”); provided that, to the extent the Initial Bonus Amounts are payable in Common Units, such Common Units shall be delivered to Executive no later than March 15th of the year ending June 30following the applicable annual period for which such Initial Bonus Amounts relate. With respect to the 2021 annual period, 2010 based on actual performance Executive shall be eligible to receive a pro-rated Annual Bonus (calculated as the Annual Bonus that would have been paid for the entire 2021 annual period multiplied by a fraction, the numerator of which is equal to the number of days Executive worked in such annual period, and the denominator of which is equal to the total number of days in such period). With respect to the 2023 annual period and thereafter, the Annual Bonus shall be payable to Executive in cash no later than March 15th of the year following the annual period for which such Annual Bonus relates. The preceding Annual Bonus percentages may be increased during the Term in the absolute discretion of the Board, or, if applicable, an authorized committee thereof, in accordance with the terms of rules and procedures governing the applicable Company annual incentive plan and (y) Board. To the Executive extent the preceding Annual Bonus percentages are increased during the Term, such increased percentages shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, thereafter be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the considered Executive’s “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives ” for purposes of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicable.this Agreement. ​

Annual Bonus. For During the 2009 and 2010 calendar yearsTerm, the Executive will: (i) on and prior to the Effective Time, remain Employee shall be eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: performance bonus payment (Aa “Performance Bonus”) if the Effective Time occurs on or prior for each calendar year pursuant to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for performance bonus program (the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled “Bonus Plan”). Pursuant to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 80% of Employee’s annual Base Salary in effect on the last day of the applicable Company calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual incentive plan Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 80% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board and the Employee will mutually determine and will establish in writing (yi) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30applicable performance targets, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year in to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Effective Time occurs, be eligible Company’s unaudited financial statements for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives but in no event later than March 15 of Parent and its subsidiaries. For any the calendar year following the calendar year in to which the Effective Time occurssuch Performance Bonus relates. For purposes of clarity, the Executive will be eligible for reference in the preceding sentence to a Target Performance Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan being deemed “earned” on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives last day of the Company but in no event later than two and one-half (2.5) months after calendar year applies to a calendar year for which Employee is employed on the end last day of the fiscal or calendar year, as applicable.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior a. With respect to the Effective Time2006 fiscal year, remain Executive shall be eligible to receive an the annual cash incentive award bonus to which Executive is otherwise entitled under the Company’s annual incentive plan HCA 2006 Senior Officer Performance Excellence Program as a “covered officer” (as defined therein), to be paid at the target level on the Closing Date; pursuant to such program, and as set forth in effect as the Merger Agreement. b. With respect to each full fiscal year of HCA (a “Fiscal Year”) occurring during the date of this Agreement or as adopted after Employment Term, beginning with the date of this Agreement; provided2007 Fiscal Year, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled eligible to the payment of any annual incentive award payable with respect earn, pursuant to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for bonus program to be adopted by the fiscal year ending June 30Board, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan bonus award (an “Annual Bonus”) equal to no less than 150% a percentage of Executive’s Base Salary (the “Target Bonus”)Salary, and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of extent to which annual performance objectives targets established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiariesare met or exceeded. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than within two and one-half (2.5) months after the end of the applicable Fiscal Year. For the 2007 Fiscal Year, Executive shall be eligible to earn a target bonus of (i) 60% of Base Salary (the “Target Bonus”) if annual performance targets are met, (ii) 50% of the Target Bonus if a lower “threshold” level of performance is achieved, or (iii) two times the Target Bonus if “maximum” performance goals are achieved, with the Annual Bonus amount being interpolated, in the sole discretion of the Board, in the event that performance results exceed “threshold” goals but do not exceed “maximum” goals. For the 2007 Fiscal Year, “target” performance will be $4,407 million in EBITDA (which will be calculated in the same way it is calculated for purposes of the vesting of options granted under the New Option Plan (as defined below) that vest based on the attainment of EBITDA targets), “threshold” performance will be 96.4%% of “target” and “maximum” performance will be 103.6% “of target” performance (with appropriate adjustments by the Board for extraordinary transactions and changes in capital expenditures). With respect to the 2008 Fiscal Year, the Board shall in good faith attempt to provide Annual Bonus opportunities to Executive that are consistent with those applicable to the 2007 Fiscal Year, unless doing so would be adverse to the interests of HCA, the Company or their shareholders. For later fiscal or calendar yearyears, as applicablethe Board will set bonus opportunities in consultation with the Chief Executive Officer of HCA.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled eligible to participate in the payment of any annual incentive award payable Centrus Energy Corp. 2015 Performance Incentive Plan (or its successor) (“Annual Bonus Plan”), with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan bonus at least equal to no less than 150100% of Base Salary (the “Target Annual Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target actual amount of the Annual Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the awarded to Executive will be eligible for a Target based on attainment of certain individual and corporate performance goals and targets determined by the Compensation Committee, after consultation with Executive, and the Compensation Committee’s determination, in its sole discretion, whether and to what extent the applicable performance goals and targets have been achieved. The Annual Bonus and a Maximum may be more (up to 125% of Base Salary or such higher amount as the Compensation Committee may determine in the future) or less (as low as zero) than the target amount, as determined by the Compensation Committee in its sole discretion. The Annual Bonus in accordance with Parent’s annual incentive plan on will be paid at the same basis as is generally made available time annual bonuses are paid to other senior executives participating in the Annual Bonus Plan. (ii) Except for the 2015 performance year, no minimum incentive is guaranteed. For the 2015 performance year, Executive will be entitled to a guaranteed Annual Bonus in the amount of Parent and its subsidiaries. The Annual Bonus$625,000, if any, which shall be paid to in two installments. The first installment in the amount of $312,500 will be paid on the next payroll date after the Effective Date (“First Installment”) and, provided that Executive is employed on the payment date, the second installment in the amount of $312,500 (“Second Installment”) will be paid in calendar year 2016 when annual bonuses under the Annual Bonus Plan are generally (or would be, if approved by the Board’s Compensation Committee) paid to other executives senior executives, but no later than March 15, 2016. If Executive is not employed by the Company on the payment date, Executive shall repay the full amount of the Company but First Installment promptly and in no any event later than two and one-half within 10 days following Executive’s termination of employment via personal or cashier’s check. (2.5iii) months after the end Beginning as of the fiscal or calendar 2018 performance year, up to ten percent (10%) of the Annual Bonus awarded to Executive may be paid in fully vested shares of the Company’s Class A common stock (“Common Stock”) pursuant to the 2014 Equity Plan (as applicabledefined below), the applicable percentage to be determined by the Compensation Committee of the Company’s Board of Directors in its sole discretion, subject to the terms and condition of the 2014 Equity Plan, applicable securities laws, and the exception described below. The number of shares to be awarded shall be determined by multiplying the Base Salary as of the beginning of the applicable performance year by the percentage of the Annual Bonus being paid in shares to obtain the cash value of the equity award and dividing the aforementioned cash value of the equity award by the Fair Market Value (as defined in the 2014 Equity Plan) of the Company’s Common Stock on the date of issuance. The number of shares awarded will be rounded up or down to the nearest full share. Notwithstanding the preceding, in determining the applicable percentage the Compensation Committee shall not apply a percentage that would result in the issuance of more than 20,000 shares of Common Stock in any applicable performance year. Determinations by the Compensation Committee under this Section 1.7(a)(iii) shall be final, conclusive and binding upon all persons. The “2014 Equity Plan” shall mean and refer to that certain 2014 Equity Incentive Plan, as it may be amended from time to time (or a successor plan), as the case may be.”

Annual Bonus. For each calendar year ending during the 2009 and 2010 calendar yearsTerm, the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award under bonus (the Company’s annual incentive “Annual Bonus”) pursuant to the Euramax Incentive Compensation Plan or such other bonus plan (the “Bonus Plan”) approved by the Board (or a committee thereof), in each case in accordance with the terms of such Bonus Plan. Except as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010otherwise provided herein, the Executive shall participate in the Bonus Plan on the same terms as other members of senior management of the Company and shall be eligible to earn an Annual Bonus for each calendar year that ends during the Term of the Agreement, subject to the achievement of performance targets to be set on an annual basis by the Compensation Committee of the Board. The Executive’s target Annual Bonus opportunity for each calendar year that ends during the Term shall equal one hundred percent (100%) of the Executive’s Base Salary, with a bonus opportunity ranging from 70% of Base Salary to 200% of Base Salary, based on various levels of achievement of performance. The Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75Annual Bonus equal to (a) 70% of the Base Salary if 85% of each performance target performance, and (B) if the Effective Time occurs after June 30, 2010is achieved, (xb) not less than 71% but not more than 99% of Base Salary if more than 85% but less than 100% of each performance target is achieved (with the amount of payment within that range to be determined in the discretion of the Board), (c) 100% of the Base Salary if 100% of the performance targets are achieved, (d) 101-199% of Base Salary if more than 100% but less than 125% of each performance target is achieved (with the amount of payment within that range to be determined in the discretion of the Board), or (e) 200% of the Base Salary for performance at or above 125% of the performance target. Notwithstanding the foregoing, the Executive shall be entitled to the payment an Annual Bonus in respect of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms 2015 of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 15070% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time Date through December 31 31, 2015) (but otherwise subject to the terms of such the Bonus Plan). Any Annual Bonus for a calendar year. The Target year (including any minimum guaranteed Annual Bonus and Maximum Bonus will each for 2015) shall be based upon paid during the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such following calendar year, which performance objectives will be determined by Parent based upon Parentas soon as administratively practicable after the Company’s guidelines and ordinary course process audited financial statements are available for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occursbonus year, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end December 31 of the fiscal or payment year. Notwithstanding the foregoing, the Executive shall be entitled to an Annual Bonus for a calendar year, as applicableyear only if the executive is employed on the date the Annual Bonus is paid.

Annual Bonus. For During the 2009 and 2010 calendar yearsEmployment Period, the Executive will: (i) on and prior to the Effective Time, remain Employee shall be eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: performance bonus payment (Aa “Performance Bonus”) if the Effective Time occurs on or prior for each calendar year pursuant to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for performance bonus program (the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled “Bonus Plan”). Pursuant to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% or such greater percentage as is determined by the Compensation Committee (the “Target Performance Bonus Percentage”) of Employee’s annual Base Salary in effect on the last day of the applicable Company annual incentive plan calendar year; provided, however, that the Target Performance Bonus Percentage for a given year may be increased (but not decreased without the Employee’s written consent) by the Compensation Committee in its discretion. For each calendar year, the Compensation Committee will determine and establish in writing (yi) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30applicable performance targets, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to be exempt from or to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 6, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year in to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Effective Time occurs, be eligible Company’s unaudited financial statements for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives but in no event later than March 15 of Parent and its subsidiaries. For any the calendar year following the calendar year in to which the Effective Time occurssuch Performance Bonus relates. For purposes of clarity, the Executive will be eligible for reference in the preceding sentence to a Target Performance Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan being deemed “earned” on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives last day of the Company but in no event later than two and one-half (2.5) months after calendar year applies to a calendar year for which Employee is employed through the end last day of the fiscal or calendar year, except as applicableotherwise provided in Section 6.

Annual Bonus. For Beginning in with the 2009 and 2010 calendar yearstwelve-month period ending May 15, the Executive will: (i) on and prior to the Effective Time2021, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated then for the period from July 1beginning May 16, 2009 through the Effective Time 2021 and based on deemed achievement of 75% of target performanceending December 31, and (B) if the Effective Time occurs after June 302021, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated then for the period from July beginning January 1, 2010 through the Effective Time; and (ii) 2022 and ending December 31, 2022 and for the remainder of the calendar year in which the Effective Time occurseach twelve-month period ending December 31 thereafter, Employee will be eligible for an annual target cash incentive under bonus (the applicable Parent annual incentive plan “Annual Bonus”) equal to no less than 150% thirty-three percent (33%) of Employee’s then current Base Salary at a “meeting expectations” level of achievement (the “Target BonusBonus Amount”), and . The actual Annual Bonus may be as high as fifty-five percent (55%) of Employee’s then current Base Salary at an annual maximum cash incentive equal to two (2) times the Target “exceeding expectations” level of achievement. The Annual Bonus (the “Maximum Bonus”), pro-rated for the period from ending December 31, 2021 shall be prorated to match the Effective Time through December 31 portion of the year to which it applies. Whether Employee receives an Annual Bonus for any given year, and the amount of any such calendar year. The Target Bonus and Maximum Bonus Annual Bonus, will each be determined in the good faith reasonable discretion of the Board, which determination will be based upon the Company’s and Employee’s achievement of performance objectives and milestones. The Company’s and Employee’s objectives and milestones will be established on an annual basis by the Board of Directors of Parent (or Compensation Committee thereof) in consultation with the “Parent Board”) generally within the first three months of such calendar yearEmployee, which objectives and milestones may provide for payments above and below target based on the level of performance objectives will be determined by Parent based upon Parent’s guidelines achievement. No Annual Bonus is guaranteed and, in addition to the other conditions for earning such compensation, and ordinary course process except as provided for other senior executives in Section 8 below, Employee must remain an employee in good standing of Parent and its subsidiaries. For any calendar year following the calendar year Company on the date the Annual Bonus is paid in which the Effective Time occurs, the Executive will order to be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on earn any Annual Bonus. For the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The twelve month period ending May 15, 2020, Employee will not be eligible for an Annual Bonus, if any, shall be paid to but will receive the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and oneSign-half (2.5) months after the end of the fiscal or calendar year, as applicableOn Bonus instead.

Annual Bonus. For (a) During the 2009 and 2010 calendar yearsTerm, the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award under bonus (the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A“Bonus”) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of with a target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150Bonus set at 65% of Base Salary (the “Target Bonus”)) and a maximum Bonus of 81.25% of Base Salary. For any Company fiscal year ending after August 31, and an annual maximum cash incentive equal to two (2) times the Target 2007, Executive’s Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each shall be based upon the achievement satisfaction of performance objectives established and in accordance with the performance matrix to be determined by the Board of Directors Internal People Committee of Parent (the “Parent BoardCommittee”) generally within based upon the first three months recommendations of the Executive Vice President International Commercial of Parent, or such calendar yearother officer of Parent who assumes the responsibilities thereof, (the “EVP”) (which shall in turn be based on consultations with the CEO who shall have consulted with the Executive) in his reasonable discretion and communicated to Executive at the beginning of each fiscal year of the Company. Determinations of the Bonus shall be made in good faith and in a manner consistent with the then existing applicable corporate governance policies of Parent. (b) For the Company’s fiscal years ending August 31, 2006 (“FY 2006”) and August 31, 2007 (“FY 2007”), the Bonus shall be based upon the satisfaction of performance objectives will and shall be determined by Parent on a weighted basis comprised of the following criteria: (i) Milestones based upon Parent’s guidelines Company EBITDA as set forth in the Approved Annual Business Plan (as defined below) — 40% (the “EBITDA Component”); (ii) Executive performance goals established annually by the Committee based upon the recommendations of the EVP — 20% (the “Individual Component”); (iii) Milestones based upon Company net sales as set forth in the Approved Annual Business Plan — 20% (the “Sales Component”); and (iv) Milestones based upon Company net working capital as set forth in the Approved Annual Business Plan — 20% (the “Net Working Capital Component”) (items (i) through (iv) collectively, the “Performance Objectives,” and ordinary course process for other senior executives of Parent and its subsidiarieseach, separately, a “Performance Objective”). For any calendar purposes of this Section 3.2(b), “Approved Annual Business Plan” means the detailed one year following business, operating and strategic plan for the calendar year Company, as approved by the EVP and the CVR Committee (as defined in which the Effective Time occursContingent Value Right Agreement attached as Exhibit A to the Merger Agreement (the “CVR Agreement”)) as contemplated in the CVR Agreement, for the fiscal year. During FY 2006 and FY 2007, the Executive will Bonus shall be eligible equal to the sum of: (A) (Target Bonus)(.4)(the Applicable Percentage for a the EBITDA Component), PLUS (B) (Target Bonus)(.2)(the Applicable Percentage for the Individual Component), PLUS (C) (Target Bonus)(.2)(the Applicable Percentage for the Sales Component), PLUS (D) (Target Bonus)(.2)(the Applicable Percentage for the Net Working Capital Component), where the Target Bonus is expressed in dollars and a Maximum Bonus the Applicable Percentage with respect to any given Performance Objective is determined in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicableperformance matrix below.

Annual Bonus. For each full calendar year during the 2009 and 2010 calendar yearsEmployment Term the Executive shall be eligible to receive an annual bonus pursuant to the Company’s Performance-Linked Bonus Plan for Selected Executive Officers or a successor plan thereto (the “Bonus Plan”). For 2007, the Executive willshall have the opportunity under the Bonus Plan to receive an annual bonus equal to: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if Salary upon the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms attainment of the applicable Company annual incentive plan and (y) performance goals established by the Executive shall receive an annual cash incentive award for Compensation Committee as the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; andlevel: (ii) for a maximum annual bonus of 225% of Salary upon the remainder attainment of the calendar year in which applicable performance goals established by the Effective Time occursCompensation Committee as the maximum level; (iii) 18.75% of Salary upon the attainment of the applicable performance goals established by the Compensation Committee as the threshold level; (iv) $0, be eligible for an annual target cash incentive if the attainment of the applicable performance goals is at a level below that established by the Compensation Committee as the threshold level. For years during the Employment Term after 2007, while the Compensation Committee shall have the discretion to change the structure and payment terms of the Executive’s awards under the applicable Parent Bonus Plan at threshold, target and maximum levels of performance, the Executive’s annual incentive plan equal to no bonus opportunity for each calendar performance year, upon achieving target level performance for such year, shall not be less than 15075% of Base his Salary as in effect on July 1 of such year (or such earlier date as may be required to assure that the amount payable can qualify as other performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Target BonusCode”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target amount of any bonus actually payable to the Executive under the Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will Plan with respect to any given year shall be determined by Parent the Compensation Committee based upon Parent’s guidelines and ordinary course process for other senior executives its assessment of Parent and its subsidiaries. For any calendar year following the calendar year in level at which the Effective Time occursperformance goals established for that year have been attained, with such adjustments to actual performance results as the Compensation Committee may deem appropriate to achieve the objectives of the Bonus Plan. Upon attainment of performance goals in any year between the threshold and the target levels, or between the target and the maximum levels, established for such year by the Compensation Committee, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s amount payable as an annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, bonus shall be paid to determined using mathematical interpolation between the Executive when annual bonuses are generally paid to other executives percentages of the Company but in no event later than two Salary that would have been payable for such year at threshold and one-half (2.5) months after the end of the fiscal target, or calendar yeartarget and maximum, as applicable.

Annual Bonus. For During the 2009 and 2010 calendar yearsTerm, the Executive will: (i) on and prior to the Effective Time, remain Employee shall be eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: performance bonus payment (Aa “Performance Bonus”) if the Effective Time occurs on or prior for each calendar year pursuant to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for performance bonus program (the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled “Bonus Plan”). Pursuant to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 80% of Employee’s annual Base Salary in effect on the last day of the applicable Company calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual incentive plan Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 80% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (yi) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30applicable performance targets, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year in to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Effective Time occurs, be eligible Company’s unaudited financial statements for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives but in no event later than March 15 of Parent and its subsidiaries. For any the calendar year following the calendar year in to which the Effective Time occurssuch Performance Bonus relates. For purposes of clarity, the Executive will be eligible for reference in the preceding sentence to a Target Performance Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan being deemed “earned” on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives last day of the Company but in no event later than two and one-half (2.5) months after calendar year applies to a calendar year for which Employee is employed through the end last day of the fiscal or calendar year, except as applicableotherwise provided in Section 5.

Annual Bonus. For With respect to each Fiscal Year that ends during the 2009 and 2010 calendar yearsTerm, the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award under bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. With respect to Fiscal Year 2016, the Performance Targets for the Annual Bonus shall be total consolidated annual sales (25%), Company consolidated adjusted annual EBITDA (50%) and adjusted annual EBITDA determined on a store-by-store basis for stores that have been open for at least 12 months as of April 1, 2016 (25%), subject to the scale previously agreed between the parties hereto. The target Annual Bonus shall be 130% of the Annual Base Salary and the maximum Annual Bonus shall be 200% of the Annual Base Salary. The amount of the Annual Bonus shall be based upon the Company’s annual incentive plan as in effect as attainment of the date Performance Targets, as determined by the Board (or any authorized committee of this Agreement or as adopted after the date Board). If the percentile level of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010achievement of a Performance Target is between two levels, the Executive amount earned shall receive an annual cash incentive award that is probe determined on the basis of a straight-rated line interpolation between such levels. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period from July 1required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations. Notwithstanding the foregoing, 2009 through the Effective Time and based on deemed achievement of 75% of target performanceexcept as set forth in Article V, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive no bonus shall be entitled to the payment of any annual incentive award payable with respect to any Fiscal Year unless the fiscal year Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending June 30on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), 2010 the Annual Bonus for any applicable Fiscal Year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on actual performance the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with the terms Section 162(m) of the applicable Company annual incentive plan Code and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicableregulations promulgated thereunder.

Annual Bonus. For During the 2009 and 2010 calendar yearsTerm, the Executive will: (i) on and prior to the Effective Time, remain Employee shall be eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: performance bonus payment (Aa “Performance Bonus”) if the Effective Time occurs on or prior for each calendar year pursuant to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for performance bonus program (the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled “Bonus Plan”). Pursuant to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 120% of Employee’s annual Base Salary in effect on the last day of the applicable Company calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual incentive plan Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 120% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (yi) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30applicable performance targets, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year in to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Effective Time occurs, be eligible Company’s unaudited financial statements for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives but in no event later than March 15 of Parent and its subsidiaries. For any the calendar year following the calendar year in to which the Effective Time occurssuch Performance Bonus relates. For purposes of clarity, the Executive will be eligible for reference in the preceding sentence to a Target Performance Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan being deemed “earned” on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives last day of the Company but in no event later than two and one-half (2.5) months after calendar year applies to a calendar year for which Employee is employed through the end last day of the fiscal or calendar year, except as applicableotherwise provided in Section 5.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior In addition to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010Annual Base Salary, the Executive shall receive be awarded, for each fiscal year ending during the Employment Period, an annual cash incentive award that is pro-bonus (the "Annual Bonus") pursuant to the Company's Executive Officer Bonus Plan or a replacement therefor (the "Annual Plan") under one or more of the criteria prescribed in the plan as generally designed by a compensation expert mutually satisfactory to the Board and the Executive and approved by the Compensation Committee of the Board of Directors, which bonus shall be pro rated in the case of a bonus for any fiscal year during which the Executive was employed for less than 12 months. The Executive shall have a target annual bonus of 100% of his Annual Base Salary (the "Target Bonus") and an annual bonus opportunity of 200% of his Annual Base Salary (inclusive of the Target Bonus), subject in each case to attainment of the performance goals set forth in the Annual Plan. The Executive waives any right to receive a pro rated Target Award under Section 15 of the Executive Officer Bonus Plan upon a "change of control," as defined therein, so long as he shall be employed on the last day of the fiscal year and be entitled to an Annual Bonus at the levels specified herein on a non pro rated basis for the period from July 1, 2009 through the Effective Time and based on deemed achievement fiscal year of 75% such "change of target performance, and (B) control" if the Effective Time occurs after June 30performance goals for such fiscal year are achieved. 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, 2010, (x) unless the Executive shall be entitled elect to defer the payment receipt of any annual incentive award payable with respect to such Annual Bonus. The parties acknowledge that the fiscal year ending June 30, 2010 based on actual performance and Annual Plan has been approved by the stockholders of the Company in accordance with the terms requirements of Section 162(m) of the applicable Company annual incentive plan and Internal Revenue Code of 1986, as amended (y) the "Code"). The Board may award the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less bonuses other than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid pursuant to the Executive when annual bonuses are generally paid to other executives of the Company but Annual Plan in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicableits discretion.

Annual Bonus. For During the 2009 and 2010 calendar yearsEmployment Period (including for all of 2018 without pro-ration), the Executive will: (i) on and prior to the Effective Time, remain eligible to receive shall be paid an annual cash incentive award performance bonus (an “Annual Bonus”) under the Company’s annual incentive bonus plan (as in effect as of the date of this Agreement or as adopted after the date of this Agreement; providedfrom time to time for senior executives and, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the 2018 fiscal year, the annual bonus plan adopted by the Board on February 21, 2018) in respect of the 2018 fiscal year ending June 30and each fiscal year that ends during the Employment Period, 2010 to the extent earned based on actual performance and against performance criteria. The performance criteria for any particular fiscal year shall be determined by the Compensation Committee of the Board (the “Committee”), in accordance good faith, after consultation with the terms Executive, no later than sixty (60) days after the commencement of the relevant bonus period. For fiscal year 2019 and thereafter throughout the Employment Period, the Executive’s annual bonus opportunity shall be no less than 100% of the Executive’s Base Salary as of the beginning of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the bonus period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual if target levels of performance for that year are achieved, up to a maximum cash incentive equal to two (2) times of 200% of the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar yearExecutive’s Base Salary. The Target Executive’s Annual Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will for a bonus period shall be determined by Parent based upon Parent’s guidelines the Committee after the end of the applicable bonus period and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses for that year are generally paid to other senior executives of the Company generally, but in no event later than two and one-half (2.5) months after the end March 15 of the fiscal or calendar year, as applicableyear following the year to which such Annual Bonus relates. The Target Bonus opportunity shall be reviewed for increase by the Board no less frequently than annually and shall be increased in the discretion of the Board and any such adjusted Target Bonus shall constitute the “Target Bonus” for purposes of this Agreement.

Annual Bonus. For the 2009 and 2010 calendar years(a) Subject to clause 6.3(b), the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award under performance bonus (the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A“Annual Bonus”) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under of 35% (the applicable Parent annual incentive plan equal to no less than 150% “Target Percentage”) of the Executive’s then-current Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Annual Bonus will each be based upon the achievement assessment of the Board (or a committee thereof) of the Executive’s performance objectives and Group’s attainment of targeted goals (as established by the Board of Directors of Parent (or a committee thereof in its sole discretion) over the “Parent Board”) generally within the first three months of such applicable calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall will be subject to applicable payroll deductions and withholdings. No amount of any Annual Bonus is guaranteed at any time, and, except as otherwise expressly stated in clause 17 of this Agreement, the Executive must be an employee in good standing (without having given or received notice) through the date of payment of the Annual Bonus in order to be eligible to receive an Annual Bonus and no partial or prorated bonuses will be provided. Unless otherwise stated in clause 17 of this Agreement, any Annual Bonus, if awarded, will be paid by the Company after receipt by the Parent of the audited financial statements of the Parent for the financial year in question, but no later than 15 March of the year following the year to which such bonus relates, and will be paid in cash or in securities, as determined by the Board (or committee thereof). Any Annual Bonus will be subject to recoupment in accordance with any clawback policy that the Parent or the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Parent’s or any Group Company’s securities are listed or as is otherwise required by applicable law and any clawback policy that the Parent or the Company otherwise adopts, to the extent applicable and permissible under applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to Good Reason. Except as otherwise stated in clause 17 this Agreement, in the event the Executive when annual bonuses are generally paid to other executives leaves the employment of the Company but in no event later than two and one-half for any reason prior to the date the Annual Bonus is paid, the Executive is are not eligible to earn such Annual Bonus, prorated or otherwise. (2.5b) months after the end In respect of the fiscal or 2021 calendar year, year the Executive’s Annual Bonus target shall be calculated as applicablefollows: (a) an amount equal to the prorated portion of the Executive’s Annual Bonus target for the 2021 calendar year as in effect immediately prior to the Effective Date (calculated using the number of days in the 2021 calendar year that have passed between 1 January 2021 and the date immediately preceding the Effective Date); plus (b) an amount equal to the prorated portion of the Target Bonus as in effect on the Effective Date (calculated using the Target Percentage for the number of days in the 2021 calendar year that have passed from (and including) the Effective Date and 31 December 2021).

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior a. With respect to the Effective Time2006 fiscal year, remain Executive shall be eligible to receive an the annual cash incentive award bonus to which Executive is otherwise entitled under the Company’s annual incentive plan HCA 2006 Senior Officer Performance Excellence Program as a “covered officer” (as defined therein), to be paid at the target level on the Closing Date; pursuant to such program, and as set forth in effect as the Merger Agreement. b. With respect to each full fiscal year of HCA (a “Fiscal Year”) occurring during the date of this Agreement or as adopted after Employment Term, beginning with the date of this Agreement; provided2007 Fiscal Year, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled eligible to the payment of any annual incentive award payable with respect earn, pursuant to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for bonus program to be adopted by the fiscal year ending June 30Board, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan bonus award (an “Annual Bonus”) equal to no less than 150% a percentage of Executive’s Base Salary (the “Target Bonus”)Salary, and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of extent to which annual performance objectives targets established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiariesare met or exceeded. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than within two and one-half (2.5) months after the end of the applicable Fiscal Year. For the 2007 Fiscal Year, Executive shall be eligible to earn a target bonus of (i) 120% of Base Salary (the “Target Bonus”) if annual performance targets are met, (ii) 50% of the Target Bonus if a lower “threshold” level of performance is achieved, or (iii) two times the Target Bonus if “maximum” performance goals are achieved, with the Annual Bonus amount being interpolated, in the sole discretion of the Board, in the event that performance results exceed “threshold” goals but do not exceed “maximum” goals. For the 2007 Fiscal Year, “target” performance will be $4,407 million in EBITDA (which will be calculated in the same way it is calculated for purposes of the vesting of options granted under the New Option Plan (as defined below) that vest based on the attainment of EBITDA targets), “threshold” performance will be 96.4%% of “target” and “maximum” performance will be 103.6% “of target” performance (with appropriate adjustments by the Board for extraordinary transactions and changes in capital expenditures). With respect to the 2008 Fiscal Year, the Board shall in good faith attempt to provide Annual Bonus opportunities to Executive that are consistent with those applicable to the 2007 Fiscal Year, unless doing so would be adverse to the interests of HCA, the Company or their shareholders. For later fiscal or calendar yearyears, as applicablethe Board will set bonus opportunities in consultation with the Chief Executive Officer of HCA.

Annual Bonus. For Commencing with the 2009 Company’s fiscal year 2011 and 2010 calendar yearsfor each full or partial fiscal year thereafter during the Employment Period, in addition to the Base Salary, the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive earn, for each calendar year ending during the Employment Period, an annual cash incentive award performance bonus (an “Annual Bonus”) under the Company’s annual incentive bonus plan as in effect as or plans applicable to senior executives. The amount of any Annual Bonus and the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior performance goals applicable to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated such Annual Bonus for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive relevant year shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and determined in accordance with the terms and conditions of said bonus plan as in effect from time to time with the applicable Company annual incentive plan and following award levels: (y1) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75threshold equal to 125% of Base Salary; (2) target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150225% of Base Salary (the “Target Annual Bonus”), and an annual maximum cash incentive ; (3) high equal to two 250% of Base Salary; and (24) times the Target Bonus superior (the “Maximum Bonus”)maximum) equal to 300% of Base Salary; provided, pro-rated for the period from the Effective Time through December 31 of such calendar however, that no minimum bonus is guaranteed and any bonus may equal zero in any given year. The Target Annual Bonus and Maximum Bonus will each payable, if any, in respect of any calendar year performance period shall be based upon paid no later than the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of March 15 immediately following such calendar year, which year performance objectives will period. The terms and conditions of any such bonus plan shall be determined by Parent based upon Parentthe Compensation Committee in its sole discretion.” (c) The last two sentences of Section 2(b)(iv) of the Employment Agreement shall be deleted in their entirety and replaced with the following: “Commencing with the Company’s guidelines fiscal year 2011 and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar each full or partial fiscal year following thereafter during the calendar year Employment Period, in which the Effective Time occursaddition to Base Salary, the Executive will shall be eligible for a Target Bonus to earn equity awards under the Company’s long-term incentive plan, subject to vesting and a Maximum Bonus other conditions determined by the Compensation Committee, in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiariessole discretion. The Annual Bonusform, amount and terms of equity awards, if any, shall be paid determined by the Compensation Committee in accordance with the terms and conditions of plans as in effect from time to time with the Executive when annual bonuses are generally paid following award levels: (1) threshold equal to other executives 250% of Base Salary; (2) target equal to 300% of Base Salary; (3) high equal to 375% of Base Salary; and (4) superior (maximum) equal to 450% of Base Salary; provided, however, that no minimum equity award is guaranteed and any award may equal zero in any given year. Any such grants shall be evidenced in the form equity award agreements customarily utilized by the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicablefor its senior executives.”

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target bonus (the “Annual Bonus”) pursuant to the terms set forth in the 2006 Management Bonus Plan (the “Plan”). For the avoidance of doubt, the Plan provides that the Annual Bonus payable to the Executive shall be no less than 50% of the Bonus Pool (as such term is defined in the Plan) for the applicable Fiscal Year, subject to satisfaction of the performance standards required therein, and for any Fiscal Year in which the Employment Period begins after the first day of such Fiscal year or ends before the last day of such Fiscal Year, the amount available under the Plan may be pro rated based upon the portion of the Fiscal Year not worked by the Executive. The Annual Bonus shall be payable 50% in cash and 50% in shares of restricted common stock of Company (the “Bonus Shares”), unless otherwise agreed to by the Executive, which if agreed shall be binding on the Company. Bonus Shares shall be issued pursuant to the terms of any applicable Company equity incentive plan that has been approved by the Company’s stockholders and is subject to an effective registration statement on Form S-8. The Bonus Shares will vest in three equal installments on each of the first, second and third anniversaries of grant, subject to the Executive’s continued employment with the Company on each vesting date, and further subject to accelerated vesting under the applicable Parent annual incentive plan equal plan, the applicable grant agreement and the terms of this Agreement. The Bonus Shares shall be valued, for purposes of determining the number to no less than 150% be granted to the Executive, based on a 30-day moving average of Base Salary the last reported sale price of Company’s common stock as reported on the Nasdaq (the “Target Bonus”or such other exchange or market on which Company’s common stock is then traded), and an annual maximum cash incentive equal measured over the 30 trading days immediately prior to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiariesgrant date. The Annual Bonus, if any, Bonus shall be paid awarded to the Executive when annual bonuses are generally paid on the earlier of (i) March 15 of each year, with respect to other executives the prior Fiscal Year, or (ii) the date of filing of the Company but in no event later than two and oneCompany’s annual report on Form 10-half (2.5) months after K for the end of the fiscal or calendar year, as applicableprior Fiscal Year.

Annual Bonus. For (i) In respect of 2009, Executive shall be eligible for a pro-rata bonus opportunity based on the 2009 and 2010 calendar years, the Executive willpositions held as follows: (i1) on and prior to Pro-rata award for the Effective Time, remain six months Executive served as Senior Vice President of Diamond State Group in which the Executive is eligible for an award under the annual incentive awards program adopted by the UAI Board; and, (2) Pro-rata award for the six months Executive will serve as President of Penn-America Group. Executive will be eligible to receive an annual cash incentive award under a bonus opportunity of $200,000 based on the achievement by the Company (in whole or in part, as the case may be) of milestones and operational goals for the remainder of 2009. Executive shall within 30 days of the Effective Date submit to the CEO his written proposal for milestones and operational goals. The CEO shall have the authority to review, edit and approve the milestones and operational goals. Such bonus will be payable as set forth in Section 4(b)(ii)(1) and (2) on or before March 15, 2010 if Executive is employed and in good standing as of such date. (ii) In respect of each full calendar year (commencing with the 2010 accident year, determined in accordance with generally accepted accident year insurance accounting methodology consistently applied (and verified by the Company’s annual incentive plan independent auditors)) during which Executive served as the Company’s President during the entirety of such year (Bonus Year), the Company shall provide Executive with a bonus opportunity of $400,000 (Annual Bonus) based on the achievement by the Company (in effect whole or in part, as the case may be) of accident year targets and other measures of performance as recommended by the date Chairman of this Agreement or UAI, Ltd. and as adopted after determined and approved by the date of this Agreement; provided, thatUAI Board with such bonus to be awarded and paid as follows: (A1) if One-third (1/3) of each Annual Bonus shall be satisfied by the Effective Time occurs issuance of restricted shares of Class A Stock, as of March 15 of the year following the Bonus Year, with such issuance conditioned on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to being actively employed in good standing by the payment Company as of any annual incentive award payable with respect to such date (or if such date is not a business day, the fiscal year ending June 30, 2010 based on actual performance and in accordance with immediately preceding business day) (valued for this purpose at the terms closing price of the applicable Company annual incentive plan Class A Stock on the last trading day of the relevant Bonus Year as reported in the Wall Street Journal) and (y) the Executive achievement by the Company for such Bonus Year (in whole or in part, as the case may be) of accident year targets and other measures of performance as recommended by the Chairman of UAI, Ltd. and as approved by the UAI Board. Such restricted shares shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based vest and become transferable on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder each of the calendar year in which first four (4) anniversaries of the Effective Time occursissuance thereof, be eligible for an annual target cash incentive under provided that vesting of such shares shall cease at such time as (1) Executive resigns from the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”)Company, and an annual maximum cash incentive equal to two (2) times Executive is terminated by the Target Bonus Company for Cause, or (3) Executive does not comply with the restrictive covenants and obligations set forth in Section (7) herein, along with his obligations, if applicable, under any release which he is required to provide in favor of the Company and those under any separation agreement to which he is party with the Company and/or its Affiliates (collectively, the “Maximum BonusPost-Termination Obligations”), pro-rated . (The terms of the Restricted Shares shall be otherwise subject to the UAI Ltd. form of “Restricted Share Agreement” attached hereto). With respect to the grant and vesting of the bonus restricted shares or the payment of the cash portion of the bonus as provided for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occursbelow, the Executive will UAI Board’s good faith determination as to the satisfaction of any accident year targets and/or target performance measures shall be eligible for final and binding. (2) Two-thirds (2/3) in the form of a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available cash payment, to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid on or before March 15 following the applicable Bonus Year, subject to the achievement by the Company for such Bonus Year of accident year targets and other executives performance measures as recommended by the Chairman of UAI, Ltd. and as approved by the UAI Board, provided that the Executive is employed in good standing as of such payment date. (iii) Notwithstanding the provisions of Section 4(b)(ii), Executive acknowledges and agrees that the Company and/or the UAI Board may elect to modify the payment of the annual bonus for the 2010 accident year or any subsequent year such that it is paid in different increments and/or over a longer period of time without amending this Agreement. The Company but in no event later than two and one-half (2.5) months after acknowledges that the end of Executive’s annual bonus opportunity shall not be reduced without the fiscal or calendar year, as applicableExecutive’s written consent.

Annual Bonus. For (a) During the 2009 and 2010 calendar yearsTerm, the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award under bonus (the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A“Bonus”) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of with a target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150Bonus set at 65% of Base Salary (the “Target Bonus”)) and a maximum Bonus of 81.25% of Base Salary. For any Company fiscal year ending after August 31, and an annual maximum cash incentive equal to two (2) times the Target 2007, Executive’s Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each shall be based upon the achievement satisfaction of performance objectives established and in accordance with the performance matrix to be determined by the Board of Directors Internal People Committee of Parent (the “Parent BoardCommittee”) generally within based upon the first three months recommendations of the Executive Vice President International Commercial of Parent, or such calendar yearother officer of Parent who assumes the responsibilities thereof, (the “EVP”) (which shall in turn be based on consultations with the CEO who shall have consulted with the Executive) in his reasonable discretion and communicated to Executive at the beginning of each fiscal year of the Company. Determinations of the Bonus shall be made in good faith and in a manner consistent with the then existing applicable corporate governance policies of Parent. (b) For the Company’s fiscal years ending August 31, 2006 (“FY 2006”) and August 31, 2007 (“FY 2007”), the Bonus shall be based upon the satisfaction of performance objectives will and shall be determined by Parent on a weighted basis comprised of the following criteria: (i) Milestones based upon Parent’s guidelines Company EBITDA as set forth in the Approved Annual Business Plan (as defined below) — 40% (the “EBITDA Component”); (ii) Executive performance goals established annually by the Committee based upon the recommendations of the EVP- 20% (the “Individual Component”); (iii) Milestones based upon Company net sales as set forth in the Approved Annual Business Plan — 20% (the “Sales Component”); and (iv) Milestones based upon Company net working capital as set forth in the Approved Annual Business Plan — 20% (the “Net Working Capital Component”) (items (i) through (iv) collectively, the “Performance Objectives,” and ordinary course process for other senior executives of Parent and its subsidiarieseach, separately, a “Performance Objective”). For any calendar purposes of this Section 3.2(b), “Approved Annual Business Plan” means the detailed one year following business, operating and strategic plan for the calendar year Company, as approved by the EVP and the CVR Committee (as defined in which the Effective Time occursContingent Value Right Agreement attached as Exhibit A to the Merger Agreement (the “CVR Agreement”)), as contemplated in the CVR Agreement, for the fiscal year. During FY 2006 and FY 2007, the Executive will Bonus shall be eligible equal to the sum of: (A) (Target Bonus)(.4)(the Applicable Percentage for a the EBITDA Component), PLUS (B) (Target Bonus)(.2)(the Applicable Percentage for the Individual Component), PLUS (C) (Target Bonus)(.2)(the Applicable Percentage for the Sales Component), PLUS (D) (Target Bonus)(.2)(the Applicable Percentage for the Net Working Capital Component), where the Target Bonus is expressed in dollars and a Maximum Bonus the Applicable Percentage with respect to any given Performance Objective is determined in accordance with Parentthe performance matrix below. Less than 90% of Performance Objective 0% 90% of Performance Objective 50% 95% of Performance Objective 75% 100% of Performance Objective 100% 125% of Performance Objective or greater 125% In the event actual performance for any fiscal year falls between any threshold listed in the chart above (e.g. 91% of Performance Objective), then the Applicable Percentage shall be adjusted accordingly using a straight line method of interpolation (e.g. if actual performance is at 91% of Performance Objective, then the Applicable Percentage shall be 55%; if actual performance is 92% of Performance Objective, then the Applicable Percentage shall be 60%, etc.). Executive’s annual incentive plan on bonus with respect to the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual BonusCompany’s current fiscal year ending September 30, if any2005 (“FY 2005”), shall be paid to based on the Executive when annual bonuses are generally paid to other executives Company’s bonus plan in effect as of the date hereof, as set forth on Section 4.10(a) of the Company but in no event later than two and one-half (2.5) months after Disclosure Schedule to the end of the fiscal or calendar year, as applicableMerger Agreement.

Annual Bonus. For (a) In addition to Base Salary, Executive shall, commencing in 2013 and continuing for each calendar year thereafter during the 2009 and 2010 calendar yearsTerm of Employment, the Executive will: (i) on and prior to the Effective Time, remain be eligible to receive an annual cash incentive award under bonus (the Company’s annual incentive plan “Bonus”) in accordance with a program developed by the Compensation Committee in consultation with the Designated Person, based on achievement of performance targets established by the Compensation Committee as in effect soon as practicable at or after the beginning of the date of this Agreement calendar year to which the performance targets relate. The performance targets for the 2013 Bonus shall be determined before or as adopted soon as practicable after the date Commencement Date. Executive's target Bonus opportunity for 2013 and subsequent years will be 100% of this Agreementhis Base Salary, and his maximum Bonus opportunity for each such year will be 200% of his Base Salary; provided, that: (A) if however, that Executive's target and maximum Bonus opportunities for 2013 will be prorated based on the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for number of business days of 2013 in the period from July 1starting on the Commencement Date and ending December 31, 2009 through 2013 (the Effective Time “Proration Factor”); and provided, further, that for 2013 (but not for any other year) Executive will be paid a Bonus equal to the greater of (i) his prorated target Bonus opportunity for 2013 based on deemed achievement of 75% of target performance, and the Proration Factor and (B) if the Effective Time occurs after June 30, 2010, (xii) the prorated Bonus that Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 would have received for 2013 based on actual performance and performance. The Compensation Committee and/or the Designated Person shall review Executive's Bonus opportunity in good faith from time to time in accordance with the terms Company's customary procedures and practices regarding the bonus opportunities of senior executives and may adjust Executive's Bonus opportunity following such review. (b) Executive's Bonus award for any calendar year shall be paid at the time annual bonuses are paid to executive officers for such calendar year in accordance with the Company's policies and practices, but in no event later than March 15 of the applicable Company annual incentive plan and calendar year following the later of (yi) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary Bonus is earned or (the “Target Bonus”), and an annual maximum cash incentive equal to two (2ii) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, Bonus is no longer subject to a substantial risk of forfeiture within the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives meaning of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives Section 409A of the Company but in no event later than two and one-half (2.5) months after the end Internal Revenue Code of the fiscal or calendar year1986, as applicableamended (the “Code”), and the Treasury regulations and other guidance in effect thereunder (collectively, “Section 409A”).

Annual Bonus. For the 2009 and 2010 calendar years, the The Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award under bonus for each calendar year during the Company’s annual incentive plan as Employment Period in effect as an amount targeted at seventy-five percent (75%) of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an Executive’s then-effective annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary base salary (the “Target Annual Bonus”), contingent upon the Executive achieving certain targeted goals that will be mutually agreed to by the Board and an annual maximum cash incentive equal to two (2) times the Target Bonus (Executive no later than 90 days after the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 commencement of such calendar year. The Target Executive shall be eligible to receive an Annual Bonus in excess of the targeted Annual Bonus if Company performance exceeds 100% of the targeted goals, and Maximum Bonus will Annual Bonuses below the target amount shall be payable if actual performance at least equals a minimum threshold, each be based upon the achievement of performance objectives established as approved by the Board in consultation with the Executive at the time the annual performance goals are established as provided in the immediately-preceding sentence. Notwithstanding the foregoing, for calendar year 2010, the Annual Bonus shall be determined based on the plan in effect prior to the Effective Date, and (i) fifty percent (50%) of Directors of Parent (the “Parent Board”) generally within Annual Bonus, based on the first three months estimate of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Annual Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives provisions of Parent and its subsidiaries. The Annual Bonusthe resolutions of the Board dated November 26, if any2010, shall be paid to the Executive when annual bonuses are generally no later than December 31, 2010, and (ii) the remaining portion of such Annual Bonus (determined based on actual performance, and offset by the prior payment) shall be paid to other executives promptly following the closing of the Company but accounting books for calendar year 2010, and in all events no later than March 15, 2011. Subject to the immediately-preceding sentence, any Annual Bonus to which the Executive may be entitled under this Section 3(b) shall be paid in cash in the form of a lump sum as soon as practicable following the completion of the financial audit for the applicable fiscal year, and in no event later than two and one-half (2.5) months April 30 after the end of the fiscal or calendar year, as applicableyear to which such Annual Bonus relates. Whether and to what degree the Executive has met the performance goals described in this Section 4(b) shall be determined by the Board in its reasonable discretion in accordance with the applicable bonus/performance goals document for that bonus year described in the first sentence of this Section 4(b) and consistent with past practices.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain Employee shall be eligible to receive an annual cash incentive award under the Companyperformance bonus for fiscal year 2021 with a target of 50% of Employee’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; providedAnnual Base Salary, that: (A) if the Effective Time occurs on or prior to June 30less applicable withholdings, 2010including for taxes, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed the achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual individual and MCT performance and objectives previously established in accordance with the terms Prior Agreement (the “2021 Bonus”). For the avoidance of doubt, the applicable Company annual incentive plan and (y) 2021 Bonus shall not be subject to proration based on the Executive commencement of Employee’s employment with MCT. Commencing in fiscal year 2022, Employee shall be eligible to receive an annual cash incentive award for performance bonus (the fiscal year ending June 30, 2011 based on deemed achievement “Annual Bonus”) with a target of 7560% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Employee’s Annual Base Salary (the “Target Bonus”), less applicable withholdings, including for taxes, and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon on the achievement of individual and Company performance objectives to be established for each year by the Board Board. The determination of Directors whether the 2021 Bonus or any Annual Bonus in any other fiscal year is earned, and the amount of Parent (the “Parent Board”) generally within the first three months of such calendar year2021 Bonus or any Annual Bonus, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and the Board (or its subsidiariessuccessor) in its sole discretion. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target The 2021 Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The each Annual Bonus, if any, shall be paid in accordance with the Company’s normal payroll procedures and after the first regularly scheduled payroll date after the final financial audit is completed for the fiscal year to which the Annual Bonus relates; provided that, except as otherwise provided in Section 4, Employee is employed by the Company on such payment date. Employee would be required to repay the net amount of any “excess portion” of any paid 2021 Bonus or Annual Bonus in the event of a restatement due to misstatement of the Company’s or Holdings’ financial statements resulting from Employee’s error, omission or fraud if, based on such restatement, the Employee should have received a lesser amount than was actually paid for such 2021 Bonus or Annual Bonus. The “excess portion” is the excess of the gross amount paid over the gross amount that would have been paid under the restated financials. This recoupment provision shall not apply to the Executive when annual bonuses are generally 2021 Bonus or any Annual Bonus paid more than three (3) years prior to other executives the date of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicableapplicable financial restatement.

Annual Bonus. For The Company shall pay to Executive an annual cash bonus as set forth below (the 2009 and 2010 calendar years, the Executive will:“Annual Bonus”): (i) on and prior With respect to the Effective Time, remain eligible to receive an annual cash incentive award under the CompanyExecutive’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated Annual Bonus for the period from July 12014 calendar year, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment an Annual Bonus equal to $185,658, and such amount shall constitute a cost and expense of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms administration of the applicable Company annual incentive plan Company’s chapter 11 case and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30be paid in cash, 2011 based in full, on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; andDate. (ii) With respect to Executive’s Annual Bonus for the remainder 2015 calendar year, Executive shall be entitled to an Annual Bonus, subject to the discretion of the Compensation Committee, based upon a target bonus opportunity of $764,909, which represents one hundred percent (100%) of Executive’s 2015 annual Base Salary, based upon the attainment of the applicable performance criteria and goals that were established by the Compensation Committee in 2015, the achievement of which shall be determined consistent with the methodology and measurement standards established by the Compensation Committee prior to the Effective Date. Such Annual Bonus shall be paid no later than March 15, 2016. (iii) With respect to Executive’s Annual Bonus for the 2016 calendar year in which and each subsequent calendar year during the Effective Time occursTerm, be eligible for the Company shall pay Executive an annual Annual Bonus, subject to the discretion of the Compensation Committee, based upon a target cash incentive under the applicable Parent annual incentive plan equal to no less than 150bonus opportunity of 100% of Executive’s then current Base Salary (the “Target Bonus”)Salary, and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established criteria and goals approved by the Board Compensation Committee. Such performance criteria and goals shall be materially consistent in nature and degree of Directors difficulty with the performance criteria established with respect to the Annual Bonus for the 2015 calendar year. Each such Annual Bonus shall be paid as soon as practicable but no later than March 15th of Parent the year following the year to which the Annual Bonus relates. (iv) Notwithstanding anything herein to the “Parent Board”contrary, in the event of a Change of Control of the Company, Executive shall receive an Annual Bonus for the year in which the Change of Control occurs equal to the greater of (i) generally within the first three months target Annual Bonus for such year or (ii) the Annual Bonus determined based upon the applicable performance criteria and goals for such year, provided that Executive remains employed on the last day of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives payable at the times set forth above. If a Change of Parent and its subsidiaries. For any Control occurs in the 2016 calendar year following prior to the time that the Annual Bonus for the 2015 calendar year in which the Effective Time occurshas been paid, the Executive will be eligible for a Target such Annual Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to Executive on the Executive when annual bonuses are generally paid to other executives effective date of the Company but in no event later than two and one-half (2.5) months after the end Change of the fiscal or calendar year, as applicableControl.

Annual Bonus. For During the 2009 and 2010 calendar yearsTerm, the Executive will: (i) on and prior to the Effective Time, remain Employee shall be eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: performance bonus payment (Aa “Performance Bonus”) if the Effective Time occurs on or prior for each calendar year pursuant to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for performance bonus program (the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled “Bonus Plan”). Pursuant to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 120% of Employee’s annual Base Salary in effect on the last day of the applicable Company calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual incentive plan Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 120% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board and the Employee will mutually determine and will establish in writing (yi) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30applicable performance targets, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year in to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Effective Time occurs, be eligible Company’s unaudited financial statements for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives but in no event later than March 15 of Parent and its subsidiaries. For any the calendar year following the calendar year in to which the Effective Time occurssuch Performance Bonus relates. For purposes of clarity, the Executive will be eligible for reference in the preceding sentence to a Target Performance Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan being deemed “earned” on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives last day of the Company but in no event later than two and one-half (2.5) months after calendar year applies to a calendar year for which Employee is employed on the end last day of the fiscal or calendar year, as applicable.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior In addition to the Effective Timebase salary set forth above, remain during the Term. Executive will be eligible to receive an annual cash incentive award under participate in the Company’s annual 's incentive bonus plan as in effect as applicable to senior executives of the date Company. The amount of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an Executive's annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and bonus will be based on deemed achievement the attainment of 75% of target performance, and (B) if performance criteria established and evaluated by the Effective Time occurs Board after June 30, 2010, (x) the Executive shall be entitled consultation with Executive. Subject to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company such performance criteria, Executive's target annual incentive plan and (y) the Executive bonus shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% forty percent (40%) of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”)Compensation per year, pro-rated for the period from the Effective Time through December 31 any partial year of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year service in which the Effective Time occurs, the Executive will be eligible for a Target Bonus an annual bonus is earned and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, any bonus that becomes payable shall be paid to no later than the Executive when annual bonuses are generally paid to other executives last day of the Company but in no event later than applicable two and one-half (2.52-V2) months after month "short- term deferral period" with respect to such bonus, within the end meaning of Treasury Regulation Section 1.409A-I (b)(4) (it being understood that the actual annual bonus for any year may be more or less than 40% of Base Compensation depending on the attainment of applicable performance objectives). Each annual bonus shall be paid in cash or, at the election of Executive made at least thirty (30) days prior to the payment date (or such other date as may be determined by the Board), in whole or in part in a number of fully vested shares of SoCal common stock equal to the dollar amount of the fiscal bonus payable divided by the Fair Market Value (as defined in the SoCal 2007 Equity Incentive Plan (the "Plan")) of a share of SoCal common stock on the date preceding the date on which the bonus is paid. In the event that Executive elects to receive an annual bonus in shares, SoCal shall issue such shares to Executive under the Plan and such shares shall be subject to the terms and conditions of the Plan (including, without limitation, the limits set forth in Section 3 and Section 6(c) of the Plan) and an award agreement in a form prescribed by the Company. If the Company is subject to the executive compensation limitations under the United States Treasury Department's Troubled Asset Relief Program ("TARP") at the time Executive receives a bonus under this section. any and all such bonuses and/or portions thereof shall be subject to forfeiture and/or repayment by the Executive to the Company if the payment of such bonus was based on materially inaccurate financial statements or calendar year, as applicableany other materially inaccurate performance metric criteria.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior Pursuant to the Effective Time, remain eligible to receive an annual cash incentive award under terms of the Company’s annual incentive plan as in effect as of the date of this Agreement Management Incentive Plan or as adopted after the date of this Agreement; provided, that: any successor arrangement thereto (A) if the Effective Time occurs on or prior to June 30, 2010“MIP”), the Executive shall be eligible to receive an annual cash incentive award a performance bonus for each fiscal year of the Company, which shall be subject to the Executive’s continued employment with the Company and the accomplishment of the specific performance goals established by the Committee for such fiscal year (“Annual Bonus”), with a target value of at least 65% of the Executive’s Base Salary for such fiscal year. The Board or the Committee, in their sole discretion, but in consultation with the Executive, shall establish the following for the MIP for each fiscal year: (a) the applicable performance criteria and goals (“Targets”); (b) the relative weightings, if any, of the Targets; and (c) the percentage of the target Annual Bonus that is prothe Executive will be able to earn upon achievement of certain percentages of the Targets, including the percentages of performance in excess of 100% of Target in which event a higher Annual Bonus will be earned, and which may include minimum percentages below which no Annual Bonus will be earned. The calculation of the Annual Bonus shall be determined by the Board or the Committee, in their reasonable discretion following the completion of the Company’s audit for such fiscal year, and the Annual Bonus for a given fiscal year shall be paid within 15 days of the receipt by the Company of the audited financial statements for such fiscal year, but no later than the 15th day of the third month following the end of such fiscal year. However, in fiscal 2015, contingent upon his being employed on the applicable payment dates, he will earn $47,500 payable upon successful filing of the Company’s restated Form 10-K for fiscal 2014 as well as filing Form 10-Q for both Q1 and Q2 of fiscal 2015 (all of which shall be filed not later than May 11, 2015), and $47,500 payable in the first payroll period after September 30, 2015 or if greater, a payout under terms of the MIP (65% of his base salary at target) pro rated for the period from July 1portion of fiscal 2015 during which he is employed. If this Agreement terminates other than at the end of a fiscal year and if the Executive is entitled to a pro rata Annual Bonus for such partial fiscal year pursuant to Section 5 hereof, 2009 through such pro rata Annual Bonus shall be equal to the Effective Time and Annual Bonus that the Executive would have received under the MIP, based on deemed achievement the Target for such fiscal year, multiplied by a fraction, the numerator of 75% which shall be the number of target performancedays during such fiscal year he was so employed and the denominator of which shall be the number of days in such fiscal year (“Pro Rata Annual Bonus”). The Executive also may be entitled to the Annual Bonus for the fiscal year prior to the fiscal year in which the Executive is terminated, and to the extent not yet paid (B) if the Effective Time occurs after June 30, 2010, (x) the “Preceding Bonus”). The Executive shall be entitled to receive the payment of any annual incentive award Preceding Bonus and/or the Pro Rata Bonus, as applicable, at the time the Annual Bonus is payable with respect pursuant to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiariesMIP. The Annual BonusBonus shall, if anyin all respects, shall be paid subject to the Executive when annual bonuses are generally paid to other executives terms of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicableMIP.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if For each calendar year during the Effective Time occurs Term that begins on or prior to June 30after January 1, 20102023, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual incentive bonus (the “Incentive Bonus”) in the target cash incentive under the applicable Parent annual incentive plan equal to amount of no less than 15036.14% of Executive’s Base Salary in effect as of March 1 of such calendar year (the “Target BonusBonus Target”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of the Company, Bank and/or Executive performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of goals, criteria, and/or targets for such calendar year, which performance objectives will as determined by the Compensation Committee. The Incentive Bonus for the 2022 calendar year shall be determined by Parent based the Compensation Committee in accordance with the annual compensation program of the Company as communicated to Executive in the first quarter of 2022. Nothing in this Section 3(c)(i), nor anything else in this Agreement, entitles or shall be interpreted to entitle Executive to any guaranteed minimum Incentive Bonus at any time during the Term and, unless otherwise provided in Section 5(a) or Section 5(b), Executive’s receipt of an Incentive Bonus is expressly contingent upon Parent’s guidelines Executive being actively employed by the Bank through the date that any such Incentive Bonus is actually paid to Executive. All determinations with respect to any Incentive Bonus, including whether applicable Company, Bank and/or Executive performance goals, criteria, and/or targets have been met, shall be made by the Company Board in its sole and ordinary course process for other senior executives reasonable discretion, and shall be final, conclusive, and binding on all parties. Except as otherwise provided herein, Executive must be employed with the Company or the Bank on December 31 of Parent and its subsidiariesthe calendar year to which the Incentive Bonus relates to be eligible to receive such Incentive Bonus. For any calendar Any Incentive Bonus earned shall be payable in cash no later than March 15 of the year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus bonus is earned in accordance with Parentthe Bank’s normal practices for the payment of annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and oneshort-half (2.5) months after the end of the fiscal or calendar year, as applicableterm incentives.

Annual Bonus. For During the 2009 Employment Term and 2010 calendar yearscommencing with fiscal year 2016, the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award payment under the Company’s annual incentive bonus plan as may be in effect from time to time (any such annual bonus, an “Annual Bonus”) with a target bonus opportunity equal to 100% of the Base Salary as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in to which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary Annual Bonus relates (the “Target Bonus”). For fiscal year 2015, and the Executive shall receive an annual maximum cash incentive equal to two (2) times the Target Annual Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time Date through December 31 the end of such calendar year. The Target Bonus and Maximum Bonus will each be 2015, determined based upon the achievement level at which the Company’s applicable performance goals for fiscal year 2015 have been satisfied, and paid when Annual Bonuses for 2015 are paid (or would be paid) to other senior executives. The Executive shall be eligible to receive this Annual Bonus for each performance year during the Employment Term upon the attainment of threshold performance objectives of one or more pre-established performance goals established by the Board (or a committee thereof) in its reasonable discretion, after consulting with the Executive. The actual amount of Directors the Annual Bonus may vary from a minimum of Parent (0% of Base Salary to a maximum of 200% of Base Salary, based upon the “Parent Board”) generally within extent to which actual performance is below or above the first three months applicable threshold levels of such calendar yearperformance, which performance objectives will and shall be determined pursuant to a formula established in good faith by Parent based upon Parent’s guidelines and ordinary course process the Board (or a committee thereof) for other senior executives of Parent and its subsidiariesthe applicable performance period. For any Any Annual Bonus payable hereunder shall be paid in the calendar year following the calendar end of the fiscal year in to which the Effective Time occurssuch Annual Bonus relates, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on at the same basis as is generally made available time annual bonuses are paid to other senior executives of Parent and its subsidiaries. The Annual Bonusthe Company, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end March 15th of the fiscal or such calendar year, subject to the Executive’s continued employment with the Company through the date of payment, except as applicableotherwise provided in Section 9 hereof.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on Employee will participate in The Bon-Ton Stores, Inc. Cash Bonus Plan (“Cash Bonus Plan”) in accordance with its terms and prior conditions as it may be amended in accordance with its provisions, or a similar plan, program or practice. The HRCC shall retain discretion with respect to any such bonuses as is provided under the Effective Timeterms of the Cash Bonus Plan. To the extent reasonably practicable, remain eligible to receive an annual cash incentive award under the bonus shall be computed within 90 days following the close of the Company’s annual incentive plan as in effect as fiscal year and paid within 30 days of its computation. Employee must be employed on the last day of the Company’s fiscal year to receive a bonus. (ii) For the fiscal year of the Company beginning January 29, 2006 (“Current Fiscal Year”), Employee’s bonus eligibility shall be calculated on a pro rata basis, based upon the date of this Agreement or his promotion to the position of Vice Chairman, Stores, Operations, Private Brand, Merchandise Planning and Allocation, as adopted after the date of this Agreement; provided, thatfollows: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for For the period from July through October 1, 2009 through 2006, Employee shall be eligible for a bonus with the Effective Time following parameters: a threshold bonus of 33.75% of Employee’s Base Salary in effect at the end of the Current Fiscal Year; a target bonus of 45% of Employee’s Base Salary in effect at the end of the Current Fiscal Year; and based on deemed achievement a maximum bonus of 67.5% of Employee’s Base Salary in effect at the end of the Current Fiscal Year. (B) For the period commencing October 2, 2006, Employee shall be eligible for a bonus with the following parameters: a threshold bonus of 56.25% of Employee’s Base Salary in effect at the end of the Current Fiscal Year; a target bonus of 75% of target performanceEmployee’s Base Salary in effect at the end of the Current Fiscal Year; and a maximum bonus of 112.5% of Employee’s Base Salary in effect at the end of the Current Fiscal Year. (C) If earned, and one bonus will be paid, based upon provisions of subsections (A) and (B) if above, depending upon the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment level of any annual incentive award payable achievement with respect to the performance measures determined by the HRCC. (iii) For fiscal year ending June 30years of the Company subsequent to the Current Fiscal Year during the Term of this Agreement, 2010 based on actual performance and in accordance Employee shall be eligible to earn a bonus, with the terms following parameters: a threshold bonus of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement 56.25% of Employee’s Base Salary; a target bonus of 75% of target performance Employee’s Base Salary; and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder a maximum bonus of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150112.5% of Employee’s Base Salary (the “Target Bonus”)Salary. If earned, and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus one bonus will each be based paid depending upon the level of achievement of with respect to the performance objectives established measures determined by the Board of Directors of Parent (the “Parent BoardHRCC.”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicable.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior a. With respect to the Effective Time2006 fiscal year, remain Executive shall be eligible to receive an the annual cash incentive award bonus to which Executive is otherwise entitled under the Company’s annual incentive plan HCA 2006 Senior Officer Performance Excellence Program as a “covered officer” (as defined therein), to be paid at the target level on the Closing Date; pursuant to such program, and as set forth in effect as the Merger Agreement. b. With respect to each full fiscal year of HCA (a “Fiscal Year”) occurring during the date of this Agreement or as adopted after Employment Term, beginning with the date of this Agreement; provided2007 Fiscal Year, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled eligible to the payment of any annual incentive award payable with respect earn, pursuant to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for bonus program to be adopted by the fiscal year ending June 30Board, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan bonus award (an “Annual Bonus”) equal to no less than 150% a percentage of Executive’s Base Salary (the “Target Bonus”)Salary, and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of extent to which annual performance objectives targets established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiariesare met or exceeded. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than within two and one-half (2.5) months after the end of the applicable Fiscal Year. For the 2007 Fiscal Year, Executive shall be eligible to earn a target bonus of (i) 90% of Base Salary (the “Target Bonus”) if annual performance targets are met, (ii) 50% of the Target Bonus if a lower “threshold” level of performance is achieved, or (iii) two times the Target Bonus if “maximum” performance goals are achieved, with the Annual Bonus amount being interpolated, in the sole discretion of the Board, in the event that performance results exceed “threshold” goals but do not exceed “maximum” goals. For the 2007 Fiscal Year, “target” performance will be $4,407 million in EBITDA (which will be calculated in the same way it is calculated for purposes of the vesting of options granted under the New Option Plan (as defined below) that vest based on the attainment of EBITDA targets), “threshold” performance will be 96.4%% of “target” and “maximum” performance will be 103.6% “of target” performance (with appropriate adjustments by the Board for extraordinary transactions and changes in capital expenditures). With respect to the 2008 Fiscal Year, the Board shall in good faith attempt to provide Annual Bonus opportunities to Executive that are consistent with those applicable to the 2007 Fiscal Year, unless doing so would be adverse to the interests of HCA, the Company or their shareholders. For later fiscal or calendar yearyears, as applicablethe Board will set bonus opportunities in consultation with the Chief Executive Officer of HCA.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior to During the Effective TimeEmployment Period, remain Executive shall be eligible to receive for an annual cash incentive award under bonus in an amount determined by the President based on Executive’s performance of her duties and the Company’s annual incentive plan as other compensation policies (the “Annual Bonus”). For the three year period commencing on the Effective Date through the third anniversary thereof, the target for the Executive’s Annual Bonus shall be one hundred and fifty thousand dollars ($150,000) (the “Target Amount”) per year. The Executive’s right to any bonus payable pursuant to this Section 2.2 shall be contingent upon Executive being employed by the Company on the date of an installment payment of a bonus described in effect 2.2(a)(ii), (iii) or (iv) or, for other Annual Bonuses, the date such Annual Bonus is generally paid to executives of the Company; provided, however, that if Executive is not employed by the Company as of the date of this Agreement or as adopted after payment of the date of this Agreement; providedlast installment bonus pursuant to Section 2(a)(iv) due to the Company’s decision not to renew the Employment Period beyond the Initial Period, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the then Executive shall receive an annual cash incentive award that such last installment bonus payment when it is pro-rated for generally paid to other members of senior management. (ii) For the twelve (12) month period from July 1, 2009 through commencing on the Effective Time and based on deemed achievement of 75% of target performanceDate, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no Annual Bonus not less than 150% of Base Salary (the “‘Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar yearAmount, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to in four equal quarterly installments commencing on or about July 31, 2002. (iii) For the Executive when annual bonuses are generally paid to other executives twelve (12) month period commencing on the first anniversary of the Company but in no event later Effective Date, Executive shall be entitled to an Annual Bonus not less than two and one-half fifty percent (2.550%) months after the end of the fiscal Target Amount, which shall be paid in four equal quarterly installments commencing on or calendar yearabout July 31, as applicable2003. (iv) For the twelve (12) month period commencing on the second anniversary of the Effective Date, Executive shall be entitled to an Annual Bonus not less than twenty-five percent (25%) of the Target Amount, which shall be paid in four equal quarterly installments commencing on or about July 31, 2004.

Annual Bonus. For With respect to each full fiscal year during the 2009 and 2010 calendar yearsEmployment Term, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled eligible to earn an annual bonus award (an “Annual Bonus”) in such amount, if any, as may be determined in the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms sole discretion of the applicable Company annual incentive plan and Board, of 100 percent (y100%) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Executive’s Base Salary (the “Target Annual Bonus”), and an annual maximum cash incentive equal to two of 200 percent (2200%) times the Target Bonus (the “Maximum Bonus”)of Executive’s Base Salary at maximum, pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of annual EBITDA target or maximum performance objectives objectives, as the case may be, established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of each fiscal year during the Employment Term (provided, the methodology for determining such calendar performance objectives from time to time shall be established in consultation with Executive, and the achievement of such performance objectives shall be verified by the Board by reference to the audited financial statements of the Company). For the 2009 fiscal year, which performance objectives will Executive shall be determined by Parent paid a pro-rated portion of the Target Annual Bonus based upon Parentthat portion of the fiscal year Executive was employed by the Company unless Executive’s guidelines and ordinary course process employment hereunder is terminated by the Company for Cause or as a result of Executive’s resignation other senior executives than as result of Parent and its subsidiaries. For any calendar year following a Constructive Termination, in either case prior to the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target date such Annual Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available paid to other senior executives of Parent and its subsidiariesExecutive. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than within two and one-half (2.5) months after the end of the applicable fiscal or calendar year; provided that if the audited financial statements of the Company shall not have been completed by such date, the Annual Bonus shall instead be payable within 30 days of such completion and no later than December 31 of the applicable year. During the Employment Term, Executive hereby agrees to reinvest fifty percent (50%) of the aggregate after-tax proceeds of any Annual Bonus paid to Executive (commencing with the 2009 Annual Bonus) in Class A-2 Units of the Partnership (the “Class A-2 Units”), on terms that are substantially consistent with the terms of the Management Unit Subscription Agreement entered into between the Partnership and Executive in connection with this Agreement, within 30 days of the payment of such Annual Bonus. The purchase price for each Class A-2 Unit shall be its Fair Market Value (as applicabledefined in the Securityholders Agreement dated as of April 2, 2007 among the Partnership and the other parties thereto (including Executive) (the “Securityholders Agreement”)) at the time of the purchase.

Annual Bonus. For The Executive shall be eligible to receive the 2009 and 2010 calendar yearsfollowing annual cash bonuses (together, the Executive will:“Annual Bonus”): (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the In respect of Company’s annual incentive plan as in effect as 2009 fiscal year and each subsequent fiscal year of the date of this Agreement or as adopted after Company ending during the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010Employment Period, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an to receive a discretionary annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary bonus (the “Target Corporate Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 with a target of such calendar year$800,000. The Target amount of each Corporate Bonus and Maximum Bonus will each shall be based upon the achievement of performance objectives established determined by the Board of Directors of Parent (the “Parent Board”) generally within or the first three months Compensation Committee thereof in consultation with the CEO and shall be based on individual and Company Group performance. The Corporate Bonus may be higher or lower than the target using criteria consistent with that applicable to the annual bonuses of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent the Company other than the CEO and its subsidiariesthe Chairman and CEO of Recorded Music – North America of Company. For any calendar year following the calendar year in which avoidance of doubt, if the Effective Time occursEmployment Period ends due to the expiration of the Agreement on December 31, 2013, the Executive will shall nevertheless be eligible for to receive a Target Bonus and a Maximum Corporate Bonus in accordance respect of the 2013 fiscal year, and the amount of such Corporate Bonus shall be determined using criteria consistent with Parentthose generally used in respect of prior fiscal years. Notwithstanding the above, the Executive’s Annual Bonus in respect of the 2008 fiscal year of Company shall continue to be determined pursuant to the terms of Paragraph 3(b) of the Prior Agreement (as defined below). (ii) In respect of Company’s 2009 fiscal year and each subsequent fiscal year of Company ending during the Employment Period, the Executive shall be eligible to receive a discretionary annual incentive plan bonus (the “Projects Bonus”) with a target of $300,000. The amount of each Projects Bonus shall be determined by the Board or the Compensation Committee thereof in consultation with the CEO and shall be based on the same basis as is generally made available Executive’s performance with respect to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid any special projects and/or transformational initiatives that have been assigned to the Executive when annual bonuses are generally paid by the CEO, after consultation with the Executive (the “Projects Bonus”). The Projects Bonus may be higher or lower than the target. For the avoidance of doubt, if the Employment Period ends due to other executives the expiration of the Company but Agreement on December 31, 2013, the Executive shall nevertheless be eligible to receive a Projects Bonus in no event later than two and one-half (2.5) months after the end respect of the 2013 fiscal or calendar year, as applicableand the amount of such Projects Bonus shall be determined using criteria consistent with those generally used in respect of prior fiscal years.

Annual Bonus. For the 2009 and 2010 calendar yearsUpon successful completion of Executive’s first year of employment with Opnext, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and receive a bonus in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan aggregate amount equal to no less than 150% of Base Salary $240,000 (such amount, the “Target Guaranteed Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar yearpayable as set forth in this Section 5. The Target Guaranteed Bonus and Maximum Bonus will each shall be based upon paid to the achievement Executive as follows, irrespective of whether the Company has achieved the performance objectives targets established by the Board of Directors of Parent the Company (the “Parent Board”) generally for the payment of bonuses under and pursuant to the Company’s bonus plans: (i) an amount equal to $100,000 shall be paid to the Executive on March 31, 2008, and (ii) an amount equal to $140,000 shall be paid to the Executive on March 31, 2009. In addition to the Guaranteed Bonus, Executive shall be eligible to receive an annual bonus up to a maximum amount of $100,000 with respect to the Company’s 2009 fiscal year in the event that the Company achieves performance targets established and evaluated by the Board for such fiscal year (the “2009 Annual Bonus”). The 2009 Annual Bonus shall be awarded under, and subject to the terms and conditions of, Opnext’s Amended and Restated 2001 Long Term Stock Incentive Plan, and, if payable, shall be paid to the Executive no later than the last day of the applicable two and one-half (2 1/2) month short-term deferral period with respect to such payment, within the first three months meaning of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines Treasury Regulation Section 1.409A-1(b)(4). Executive hereby acknowledges and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following agrees that the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Guaranteed Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The 2009 Annual Bonus, if any, shall represent the Executive’s sole and exclusive bonus compensation for the Company’s 2008 and 2009 fiscal years, and except as set forth in this Section 5, Executive shall not be paid eligible or entitled to receive any annual bonus with respect to the Company’s 2008 and 2009 fiscal years. Commencing with the Company’s 2010 fiscal year, for each fiscal year of the Company during the Initial Term and any Successive Term, Executive when will be eligible to participate in the Company’s annual bonuses are generally paid incentive bonus plan applicable to other similarly situated executives of the Company. The amount of Executive’s annual bonus will be based on the attainment of performance criteria established and evaluated by the Company but in no event accordance with the terms of such bonus plan as in effect from time to time, provided that, subject to the terms of such bonus plan, Executive’s target annual bonus will be 60% of his annual base salary for such year. Each such annual bonus for fiscal 2010 and thereafter is intended to satisfy the short-deferral exemption under Treasury Regulation Section 1.409A-1(b)(4) and shall be paid not later than the last day of the applicable two and one-half (2.52 1/2) months after month short-term deferral period with respect to such annual bonus payment, within the end meaning of the fiscal or calendar year, as applicableTreasury Regulation Section 1.409A-1(b)(4).

Annual Bonus. For With respect to each calendar year that ends during the 2009 and 2010 Term, commencing with calendar yearsyear 2016, the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award under bonus (the Company’s annual incentive plan as in effect as “Annual Bonus”) ranging from zero to two hundred percent (200%) of the Annual Base Salary, with a target Annual Bonus equal to one hundred percent (100%) of the Annual Base Salary, based upon annual performance targets (the “Performance Targets”) established by the Board in its sole discretion. The amount of the Annual Bonus shall be based upon attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board) in its sole discretion. Each such Annual Bonus shall be payable on such date of this Agreement or as adopted after is determined by the date of this Agreement; providedBoard, that: (A) if the Effective Time occurs but in any event on or prior to June 30March 15 of the calendar year immediately following the calendar year with respect to which such Annual Bonus relates. Notwithstanding the foregoing, 2010no bonus shall be payable with respect to any calendar year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending on December 31 of such year; provided that if the Executive’s employment is terminated pursuant to Section 4(a)(i), (ii), (iv), (v) or (vii), the Company shall pay to the Executive a prorated Annual Bonus with respect to the calendar year in which the Date of Termination occurs equal to the target Annual Bonus for such calendar year multiplied by a fraction, the numerator of which is the number of calendar days during such calendar year that the Executive was continuously employed by the Company and the denominator of which is 365 (the “Prorated Termination Bonus”); provided further that, in the case of a termination pursuant to Section 4(a)(iv), no portion of the Prorated Termination Bonus shall be paid unless the Executive timely executes the Release and does not revoke the Release within the time periods set forth in Section 5(b)(ii). Notwithstanding the foregoing, in March 2016, the Executive shall receive an annual cash incentive award that is pro-rated for bonus in the period from July 1, 2009 through the Effective Time and based on deemed achievement amount of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary $350,000 (the “Target Initial Bonus”), and an annual maximum cash incentive equal to two (2) times provided the Target Bonus (Executive is continuously employed with the “Maximum Bonus”), pro-rated for Company until the period from the Effective Time through December 31 of such calendar yearpayment date. The Target Initial Bonus and Maximum Bonus will each be based upon represents the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year sole annual cash bonus that Executive is eligible to receive in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicableMarch 2016.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain Employee shall be eligible to receive an annual cash incentive award under participate in the Company’s annual incentive plan as in effect as applicable to senior executives at a level such that Employee will have the potential to earn a cash bonus, at target, of the date sixty percent (60%) of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an Employee’s annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary during such year (the “Target Annual Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 . The amount of such calendar year. The Target Annual Bonus and Maximum Bonus will each shall be determined by the Board in its sole discretion, based upon the achievement of performance Employee and/or the Company of management objectives to be reasonably established by the Board in consultation with Employee. These management objectives shall consist of Directors both financial and scientific goals and shall be specified in writing by the Board, and a copy shall be given to Employee prior to the commencement of Parent the applicable year. Employee acknowledges there is no assurance that the terms of the incentive plan will remain unchanged or will in any future year provide the same benefits as it has in past years (or any benefits or payments at all) and that the “Parent Board”) generally within Company may, at its discretion, revise the first three months terms of such calendar year, which performance objectives the incentive plan in advance for any upcoming fiscal year as it applies to Employee provided always that Employee will be determined by Parent based upon Parent’s guidelines and ordinary course process for other entitled to participate in any incentive plan made available to senior executives of Parent the Company. Any Annual Bonus amounts shall be subject to standard payroll deductions and withholdings. Except as otherwise provided herein, Employee generally must continue to be employed through the date the Annual Bonus is paid in order to earn such bonus for any particular year, unless the Board determines, in its subsidiariessole discretion, that Employee has earned such bonus prior to such time. For In such event, any calendar Annual Bonus payment will be paid to Employee no later than the later of: (i) the fifteenth (15th) day of the third (3rd) month following the close of the Company’s fiscal year in which such bonus payment is earned or (ii) March 15 following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as such bonus payment is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicableearned.

Annual Bonus. For each calendar year during the 2009 and 2010 calendar yearsTerm of Employment, the Executive will: (ishall be eligible to participate in such bonus programs as are available to senior executives of the Company, including as further described in this Section 4(b) on and prior with regard to the Effective Time, remain eligible 2006-2009 calendar years. During the 2006 calendar year the Executive shall continue to receive an annual cash incentive award under participate in the Company’s annual incentive plan as in effect as of which he participates immediately prior to the date of this Agreement or as adopted after the date of this Agreement; providedand, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 302006 calendar year, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive he shall receive an actual bonus which shall be no less than his target bonus. Thereafter, the aggregate targeted payout level for achievement of the Executive’s annual cash incentive award performance objectives shall be no less than seventy five percent (75%) of the Executive’s Annual Base Salary for such calendar year, with the fiscal year ending June 30maximum payout being twice such percentage of the Executive’s Annual Base Salary and a minimum payment of zero percent (0%) of the Executive’s Annual Base Salary. During 2007 through 2009 calendar years, 2011 the terms and conditions of such bonus opportunities shall be established by the Group Executive Director of Parent International (the “Group Executive Officer”) in good faith in consultation with the Chief Executive Officer in a manner such that seventy percent (70%) of the performance targets shall be based on deemed business measures (including, without limitation, financial, customer and employee key performance indicators and delivery of integration synergies), and thirty percent (30%) of the performance targets shall be based on personal performance measures. Except as otherwise expressly provided herein, the terms and conditions of the Executive’s annual bonus (including, without limitation, determination of the level of achievement of 75% of target business and personal performance and pro-rated for targets) shall be determined in the period from July 1, 2010 through the Effective Time; and (ii) for the remainder good faith discretion of the Group Executive Director; provided that such targets set for payment shall be determined by the Group Executive Director in consultation with the Chief Executive Officer. No bonus payment shall be required to be made with respect to a calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under Executive is not employed on the applicable Parent annual incentive plan equal payment date or with respect to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the a calendar year in which the Effective Time occursapplicable performance targets are not met, except as otherwise provided herein. Each such annual bonus which becomes payable (the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The “Annual Bonus, if any, ”) shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and oneseventy-half four (2.574) months days after the end of calendar year for which the fiscal or calendar year, as applicableAnnual Bonus is awarded.

Annual Bonus. For In addition to Executive’s Base Salary, during the 2009 and 2010 calendar yearsTerm, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated bonus for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the services rendered by Executive shall be entitled to the payment Partnership Parties equal to an amount between one hundred (100%) and one hundred fifty percent (150%) of any annual incentive award payable Executive’s Base Salary, as determined by the Board, in its sole discretion, subject to applicable withholdings and deductions (the “Annual Bonus”). The Annual Bonus with respect to the fiscal 2021 and 2022 annual periods (the “Initial Bonus Amounts”) shall be payable to Executive in cash or common units representing limited partner interests (“Common Units”) of the Partnership (or in a combination of cash and Common Units), as determined by the Board. The Initial Bonus Amounts that are payable in cash shall be paid to Executive on January 2, 2024 (“Deferred Initial Bonus Amounts”); provided that, to the extent the Initial Bonus Amounts are payable in Common Units, such Common Units shall be delivered to Executive no later than March 15th of the year ending June 30following the applicable annual period for which such Initial Bonus Amounts relate. With respect to the 2021 annual period, 2010 based on actual performance Executive shall be eligible to receive a pro-rated Annual Bonus (calculated as the Annual Bonus that would have been paid for the entire 2021 annual period multiplied by a fraction, the numerator of which is equal to the number of days Executive worked in such annual period, and the denominator of which is equal to the total number of days in such period). With respect to the 2023 annual period and thereafter, the Annual Bonus shall be payable to Executive in cash no later than March 15th of the year following the annual period for which such Annual Bonus relates. The preceding Annual Bonus percentages may be increased during the Term in the absolute discretion of the Board, or, if applicable, an authorized committee thereof, in accordance with the terms of rules and procedures governing the applicable Company annual incentive plan and (y) Board. To the Executive extent the preceding Annual Bonus percentages are increased during the Term, such increased percentages shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, thereafter be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the considered Executive’s “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives ” for purposes of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicablethis Agreement.

Annual Bonus. For During the 2009 and 2010 calendar yearsEmployment Period, the Executive will: (i) on and prior to the Effective Time, remain Employee shall be eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: performance bonus payment (Aa “Performance Bonus”) if the Effective Time occurs on or prior for each calendar year pursuant to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for performance bonus program (the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled “Bonus Plan”). Pursuant to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% or such greater percentage as is determined by the Compensation Committee (the “Target Performance Bonus Percentage”) of Employee’s annual Base Salary in effect on the last day of the applicable Company annual incentive plan calendar year; provided, however, that the Target Performance Bonus Percentage for a given year may be increased (but not decreased without the Employee’s written consent) by the Compensation Committee in its discretion. For each calendar year, the Compensation Committee will determine and establish in writing (yi) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30applicable performance targets, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to be exempt from or to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 6, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year in to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Effective Time occurs, be eligible Company’s unaudited financial statements for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives but in no event later than March 15 of Parent and its subsidiaries. For any the calendar year following the calendar year in to which the Effective Time occurssuch Performance Bonus relates. For purposes of clarity, the Executive will be eligible for reference in the preceding sentence to a Target Performance Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan being deemed “earned” on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives last day of the Company but in no event later than two and one-half (2.5) months after calendar year applies to a calendar year for which Employee is employed through the end last day of the fiscal or calendar year, except as applicable.otherwise provided in Section 6

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain Employee shall be eligible to receive an annual cash bonus ("Annual Bonus"), in accordance with an annual incentive award under program applicable generally to executive officers of the Company or any similar bonus plan adopted by the Board. The target for the Annual Bonus shall be sixty percent (60%) of Employee’s Base Salary for 100% achievement of performance objectives (or such higher amount for any calendar year as may be determined by the Board, from time to time, but in no event shall the Base Salary used to calculate any bonus payment include the grossed-up salary payment that may be paid in accordance with the Temporary COBRA Reimbursement described in Section 4.2), and shall be payable in full to Employee upon Employee’s attainment of one or more performance objectives or benchmarks determined as set forth below. In the event Employee does not achieve 100% of Employee’s benchmarks, Employee shall be entitled to receive a prorated amount of the Annual Bonus in relation to the objectives and benchmarks substantially achieved by Employee. Company, in its sole and unilateral discretion, may elect to pay a greater bonus in any year, based on its assessment of Employee’s individual performance and the Company’s annual incentive plan as in effect as financial and operating performance and any other factors the Company may deem appropriate. Employee’s benchmarks for each calendar year shall be mutually determined by and between Employee and the Company, acting through its Board or its Chairman, by no later than January 31st of the date of this Agreement or as adopted after the date of this Agreementapplicable year; provided, that: (A) if the Effective Time occurs on or prior to June 30however, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through balance of the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30December 31, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award 2018, Employee’s benchmarks for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the 2018 calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will shall be determined by Parent based upon Parent’s guidelines Employee and ordinary course process for other senior executives of Parent and the Board or its subsidiaries. For any calendar year following the calendar year in which the Effective Time occursChairman by no later than Friday, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiariesAugust 24, 2018. The Annual Bonus, if any, payable to Employee under this Section 3.4 shall be paid to the Executive when annual bonuses are generally paid to other executives on or before March 15th of the year following the calendar year as to which such Annual Bonus relates; provided, however, that it is not required that Employee be employed by the Company but in no event later than two and one-half (2.5) months after the end on March 15th of the fiscal following year to receive payment of the Annual Bonus due to Employee under this Section. Rather, Employee shall earn and become fully vested in the Annual Bonus, or any prorated portion thereof, based upon the performance objectives or benchmarks achieved by Employee in any calendar year, unless Employee’s employment is terminated by the Company for Cause as applicabledefined in Section 6.7 (below); provided that for any partial year(s) of employment, Employee shall only be eligible to receive a prorated Annual Bonus subject to the terms and provisions of this Section 3.4.

Annual Bonus. For Commencing in 2021, and continuing during each subsequent calendar year of the 2009 and 2010 calendar yearsEmployment Period, the Executive will: shall be eligible for an annual cash bonus (ithe “Annual Bonus”) in the targeted amount of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000) (the “Target Bonus Amount”), which shall be awarded each year during the Employment Period by the Compensation Committee of the Board (the “Compensation Committee”) based upon its evaluation of such performance measures and objectives as may be established by the Compensation Committee from time to time (the “Annual Bonus Performance Metrics”). The amount of the Annual Bonus that shall be paid to Executive each year shall be determined by the Compensation Committee based on the achievement of the Annual Bonus Performance Metrics; provided, however, that, if the Compensation Committee establishes a minimum overall performance goal that is required to be achieved for the Executive to be eligible to receive any Annual Bonus in respect of a calendar year, and prior that minimum overall goal is achieved for such calendar year, then the Annual Bonus for such calendar year shall be equal to at least EIGHTY PERCENT (80%) of the Effective TimeTarget Bonus Amount, remain but not more than ONE-HUNDRED TWENTY PERCENT (120%) of the Target Bonus Amount. For calendar year 2020, the Executive shall be eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and Annual Bonus in accordance with the terms of the applicable bonus program established by the Company annual incentive plan and (y) for the Executive shall receive an annual cash incentive award for prior to the fiscal year ending June 30Effective Date, 2011 based on actual performance in accordance with such program; provided, that the Executive’s target bonus under such program for 2020 shall be deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiariesAmount. The Annual Bonus, if any, Bonus for each year shall be paid to the Executive when annual bonuses are generally paid to as soon as reasonably practicable following the end of such year and at the same time that other senior executives of the Company receive bonus payments, but in no event later than two and one-half (2.5) months after March 15 following the end of the fiscal or calendar year, as applicableyear to which such Annual Bonus relates.

Annual Bonus. For Employee shall be eligible for discretionary bonus compensation for each complete calendar year that Employee is employed by the 2009 and 2010 calendar years, Company hereunder (the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company“Annual Bonus”). Each Annual Bonus shall have a target value that is not less than 75% of Employee’s annual incentive plan Base Salary as in effect as of on the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder last day of the calendar year to which such Annual Bonus relates (the “Bonus Year”) and a maximum value equal to 150% of Employee’s Base Salary as in which effect on the Effective Time occurs, last day of such Bonus Year. The performance targets that must be achieved in order to be eligible for an annual target cash incentive under certain bonus levels shall be established by the Board (or a committee thereof) annually, in its sole discretion, and communicated to Employee within the first ninety (90) days of the applicable Parent annual incentive plan equal to no less than 150Bonus Year. Notwithstanding the foregoing, Employee shall (i) receive a bonus in the amount of 37.5% of Employee’s Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”)Salary, pro-rated for the period from portion of the Effective Time through December 31 2017 calendar year that Employee is employed by the Company hereunder (the “2017 Guaranteed Bonus”) and (ii) be eligible to receive a discretionary bonus with a target value that is not less than 37.5% of such Employee’s Base Salary and a maximum value equal to 75% of Employee’s Base Salary (the “2017 Performance Bonus”), which 2017 Performance Bonus shall be pro-rated for the portion of the 2017 calendar year. The Target Bonus year that Employee is employed by the Company hereunder and Maximum Bonus will each be based upon on the achievement of performance objectives targets established by the Board of Directors of Parent (or a committee thereof) related to the “Parent Board”Company’s budget and forecast in place sixty (60) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year days following the calendar year in which Effective Date. Each Annual Bonus (including the Effective Time occurs, the Executive will be eligible for a Target 2017 Guaranteed Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual 2017 Performance Bonus), if any, shall be paid to as soon as administratively feasible after the Executive when annual bonuses are generally paid to other executives of Board (or a committee thereof) certifies whether the Company applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than two and one-half (2.5) months after March 15 following the end of such Bonus Year. Notwithstanding anything in this Section 3(b) to the fiscal or calendar yearcontrary, as applicableno Annual Bonus (including the 2017 Guaranteed Bonus and 2017 Performance Bonus), if any, nor any portion thereof, shall be payable for any Bonus Year unless Employee remains continuously employed by the Company from the Effective Date through the date on which such Annual Bonus (including the 2017 Guaranteed Bonus and 2017 Performance Bonus) is paid.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150200% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicable.

Annual Bonus. For During the 2009 Employment Term and 2010 calendar yearscommencing with fiscal year 2022, the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award payment under the Company’s 's Annual Incentive Plan (sometimes also referred to as the "Management Performance Plan") as may be in effect from time to time (any such annual incentive plan bonus, an "Annual Bonus") with an aggregate target bonus opportunity equal to 158.333% of the Base Salary as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in to which the Effective Time occursAnnual Bonus relates (the "Target Bonus"), which shall be eligible for an annual target cash incentive under the applicable Parent annual incentive plan comprised of: (i) a capped portion equal to no less than 15075% of Base Salary (the “Target Bonus”"Capped Portion"), and plus (ii) an annual maximum cash incentive uncapped portion equal to two 83.333% of Base Salary (2) times the "Uncapped Portion"). For the initial year of this Agreement, such 158.333% Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar yearwould result in an aggregate payment of$1,187,475 at fully realized target performance. The Target Executive shall be eligible to receive this Annual Bonus and Maximum Bonus will for each be based performance year during the Employment Term upon the achievement attainment of threshold performance objectives of one or more pre-established performance goals established by the Board (or a committee thereof) in its reasonable discretion, after consulting with the Executive. The actual amount of Directors the Capped portion of Parent the Annual Bonus may vary from a minimum of 0% of such Capped Portion to a maximum of 200% of such Capped Portion, based upon the extent to which actual performance is below or above the applicable threshold levels of performance, and shall be determined pursuant to a formula established in good faith by the Board (or a committee thereof) for the applicable performance period. The actual amount of the Uncapped Portion of the Annual Bonus may vary from a minimum of 0% of such Uncapped Portion to an unlimited maximum, based upon the extent to which actual performance is below or above the applicable threshold levels of performance, and shall be determined pursuant to a formula established in good faith by the Board (or a committee thereof) for the applicable performance period. Bonus recommendations are made by management and subsequently approved by the Board's Compensation & Leadership Development Committee (the “Parent Board”) generally within "Compensation Committee"). Any Annual Bonus payable hereunder shall be paid in the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar fiscal year following the calendar end of the fiscal year in to which the Effective Time occurssuch Annual Bonus relates, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on at the same basis as is generally made available time annual bonuses are paid to other senior executives of Parent and its subsidiaries. The Annual Bonusthe Company, if any, shall be paid subject to the Executive when annual bonuses are generally paid Executive's continued employment with the Company through the date of payment, except as otherwise provided in Section 8 hereof or due to other executives expiration of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicablestated Employment Term under this Agreement.

Annual Bonus. For fiscal year 1994 (ending January 28, 1995) and for each fiscal year that begins during the 2009 and 2010 calendar yearsEmployment Period (each such fiscal year, the Executive will: (i) on and prior to the Effective Timea "Bonus Year"), remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement a bonus of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target each, a "Performance Bonus”), and an annual maximum cash incentive equal to two (2") times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based conditioned upon the achievement satisfaction of (a) Company performance objectives goals established by the Board of Directors of Parent Committee for such Bonus Year and (b) personal performance goals submitted by the “Parent Board”) generally within Executive to, and approved by, the first three months Company and the Committee for such Bonus Year. Company and personal performance goals are herein referred to collectively as the "Performance Goals". In the event the Performance Goals for any Bonus Year are not fully satisfied, the Committee shall have the right, but not the obligation, to grant a partial Performance Bonus for such Bonus Year. The Performance Goals for each Bonus Year shall be established as soon as possible following the beginning of such calendar yearBonus Year. In addition, which the Committee may grant a discretionary bonus of up to 25% of Base Salary for each Bonus Year (each, a "Discretionary Bonus") in the event the Committee, acting in its sole discretion, determines that payment thereof is warranted by extraordinary performance objectives will by Executive. The Performance Bonus and the Discretionary Bonus are herein referred to collectively as the "Bonus". The Bonus earned for any Bonus Year shall be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year payable promptly following the calendar year in which the Effective Time occursdetermination thereof, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after 90 days following the end of each Bonus Year. If (a) the fiscal Employment Period shall expire or calendar yearterminate and (b) Employee is entitled to payment of a bonus pursuant to Section 6 hereof, the Bonus payable for the Bonus Year in which the Employment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, multiplied by a fraction, the numerator of which shall be the number of days of the Employment Period within the Bonus Year and the denominator of which shall be 365. For the purposes of determining the amount of Bonus payable pursuant to the immediately preceding sentence, it shall be assumed that all conditions to payment based upon performance by the Executive (e.g. personal performance goals) have been satisfied; provided that nothing herein shall be deemed to require payment of a Discretionary Bonus. Notwithstanding anything to the contrary contained herein or in the Employer's Bonus Plan, in the event (y) the Employment Period shall end for any reason whatsoever on a day prior to payment to Executive of a Bonus for the last full Bonus Year contained within the Employment Period, and (z) Executive would have been entitled to receive a Bonus for such last full Bonus Year had the Employment Period not ended - then, Employer shall pay to Executive the Bonus for such last full Bonus Year as applicableand when such Bonus would have been paid had the Employment Period not ended.

Annual Bonus. For a. With respect to each full fiscal year of the 2009 Company during the Employment Term (“Fiscal Year”), Executive shall be eligible to earn an annual bonus award (an “Annual Bonus”). The amount of each Annual Bonus shall be based on achievement of the annual EBITDA targets and 2010 calendar yearsother performance targets (collectively, the Executive will: (i“Bonus Targets”) determined by the Board commencing with the Bonus Targets for the Company’s Fiscal Year commencing June 1, 2008 and ending May 31, 2009. Within 90 days following the Effective Date and thereafter on and or before the date which is 30 days prior to the Effective Time, remain eligible to receive an annual cash incentive award under end of each of the Company’s annual incentive plan as subsequent Fiscal Year ends, the Board will propose Bonus Targets for the upcoming Fiscal Year in effect as consultation with the Executive and will make any adjustments to the Bonus Targets that the Board and the Executive agree are reasonable and appropriate. For each Fiscal Year, if the Company achieves 100% of its Bonus Targets for such Fiscal Year, the Annual Bonus shall be equal to 50% of Executive’s Base Salary for that Fiscal Year. The Board will determine in its discretion what adjustments, if any, will be made to the Annual Bonus amount to be paid to Executive in the event the Company achieves more than 100% of its Bonus Targets for a Fiscal Year. b. Each Annual Bonus shall be deemed to vest and accrue at the end of the date last day of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that Fiscal Year for which it is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive earned. Each Annual Bonus shall be entitled paid as soon as practicable following the end of the Fiscal Year for which it is earned, subject to the payment of any annual incentive award payable with respect to certification by the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms Chief Financial Officer of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established approval by the Board of Directors achievement of Parent (the “Parent Board”) generally within applicable performance targets and goals described in this Section 4 above and the first three months amount of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiariesAnnual Bonus. The Annual Bonus, if any, shall be paid to Executive in all cases within the Executive when annual bonuses are generally paid to other executives later of i) two and one-half (2.5) months after the end of the Company Fiscal Year or ii) 30 days after the completion of an external audit to the satisfaction of the Board, but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicableyear in which the Annual Bonus vests.

Annual Bonus. For the 2009 and 2010 calendar years, the The Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award under bonus from the Company’s annual incentive plan as in effect as Company during the Employment Period, with a target bonus amount of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% fifty percent (50%) of his Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Annual Bonus”), pro-rated for the period from partial year as a result of commencing employment after January 1, 2011 based on the Effective Time through December 31 number of such calendar yeardays employed as compared to 365 days; provided, however, that the Annual Bonus for 2011 shall not be less than 50% of his Base Salary, pro-rated for the partial year as a result of commencing employment after January 1, 2011. The Target Except as provided herein, the Annual Bonus shall be subject to satisfaction of corporate and Maximum Bonus will each be based upon individual performance criteria (including, without limitation, the achievement of performance objectives budgeted business plan) that have been established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines Board (or an authorized committee thereof) following consultation with the Executive. The Parent’s Board (or an authorized committee thereof) shall also establish bonus amounts and ordinary course process criteria for other senior executives of Parent bonuses below and its subsidiariesabove target. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible Except for a Target Bonus and a Maximum Bonus termination of employment described in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual BonusSections 4.1 or 4.7 hereof, all bonuses, if any, shall be paid deemed “earned” if the Executive is employed on the last business day of the applicable fiscal year to which such bonus relates. All bonuses, to the extent earned for a particular year, shall be paid in the following calendar year but prior to March 15th of such following calendar year. Notwithstanding anything herein to the contrary, the Company may in its sole discretion establish bonus amounts and criteria for the Annual Bonus on a semi-annual basis and pay the semi-annual bonus within two months following the close of the performance period; provided, however, to be eligible to receive payment of any semi-annual bonus, the Executive when must be employed for the full calendar quarter preceding the payout. The Executive acknowledges and agrees that if the Company or an Affiliate becomes a “publicly held corporation” within the meaning of Section 162(m)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), that all annual bonuses are generally paid described in this Section 2.1(b) may, in the Company’s or the Affiliate’s discretion, be payable pursuant to other executives of a “qualified performance based compensation” bonus plan established by the Company but or the Affiliate in no event later than two accordance with Code Section 162(m) and one-half (2.5) months after the end of the fiscal or calendar year, as applicableregulations thereunder.

Annual Bonus. For each Fiscal Year that occurs during the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010Term, the Executive shall receive be eligible to earn an annual cash incentive award that is pro-rated for bonus (the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B"Bonus") if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal Company's Executive Officer Annual Incentive Plan, as amended from time to no less than 150% of Base Salary time (the “Target Bonus”"Bonus Plan"), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement by the Company and its subsidiaries of performance objectives goals for each such Fiscal Year established by the Compensation & Organizational Development Committee of the Board of Directors of Parent (the “Parent Board”) generally within "Compensation Committee"). The Compensation Committee shall establish objective criteria to be used to determine the first three months extent to which such performance goals have been satisfied. The range of such calendar year, which performance objectives the Bonus opportunity for each Fiscal Year will be as determined by Parent the Compensation Committee based upon Parent’s guidelines the extent to which such performance goals are achieved, provided that the annual target Bonus opportunity shall be $9 million for each such Fiscal Year (the "Target Bonus"), and ordinary course process provided further that for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurseach Fiscal Year, the Executive will be eligible for a maximum Bonus payable pursuant to this Section 4(b) shall equal 150% of the Target Bonus and a Maximum for such Fiscal Year. Notwithstanding the foregoing, in no case may the Bonus for any Fiscal Year exceed the maximum annual bonus payable to any single individual pursuant to the Bonus Plan, it being agreed that said maximum amount shall in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiariesno event be less than $13.5 million per Fiscal Year. The Annual performance goals, metrics and targets (and percentage payouts at Threshold, Target and Maximum) (collectively, "Performance Conditions") applicable to Executive's Bonus for each Fiscal Year shall be consistent with the Performance Conditions that are applicable to annual bonuses for the Company's other SEC Named Executive Officers; provided, however, that the foregoing shall not apply to the strategic financial goal (from which Executive has heretofore been excluded) and shall not be construed as precluding the Compensation Committee from applying Performance Conditions to Executive and other SEC Named Executive Officers in a manner generally consistent with past practice. The Bonus, if any, shall be paid payable to the Executive when annual in respect of any Fiscal Year will be paid at the same time that bonuses are generally paid to other executives of the Company Company, but in no any event later than within two and one-half (2.5) months after the end conclusion of the fiscal or calendar year, as applicablesuch Fiscal Year.

Annual Bonus. For With respect to each Fiscal Year that ends during the 2009 and 2010 calendar yearsTerm, the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award under bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. With respect to Fiscal Year 2016, the Performance Targets for the Annual Bonus shall be total consolidated annual sales (25%), Company consolidated adjusted annual EBITDA (50%) and adjusted annual EBITDA determined on a store-by-store basis for stores that have been open for at least 12 months as of April 1, 2016 (25%), subject to the scale previously agreed between the parties hereto. The target Annual Bonus shall be 50% of the Annual Base Salary and the maximum Annual Bonus shall be 100% of the Annual Base Salary. The amount of the Annual Bonus shall be based upon the Company’s annual incentive plan as in effect as attainment of the date Performance Targets, as determined by the Board (or any authorized committee of this Agreement or as adopted after the date Board). If the percentile level of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010achievement of a Performance Target is between two levels, the Executive amount earned shall receive an annual cash incentive award that is probe determined on the basis of a straight-rated line interpolation between such levels. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period from July 1required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations. Notwithstanding the foregoing, 2009 through the Effective Time and based on deemed achievement of 75% of target performanceexcept as set forth in Article V, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive no bonus shall be entitled to the payment of any annual incentive award payable with respect to any Fiscal Year unless the fiscal year Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending June 30on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), 2010 the Annual Bonus for any applicable Fiscal Year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on actual performance the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with the terms Section 162(m) of the applicable Company annual incentive plan Code and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicableregulations promulgated thereunder.

Annual Bonus. Pursuant to the Company’s bonus plan (the “Bonus Plan”), the Company shall pay the Executive, within 120 days of its fiscal year-end, a bonus in respect of each prior fiscal year during the Term (beginning with the fiscal year ending in March 2018), of 30% of the Base Salary if the Company achieves its performance targets set by the Committee with respect to such fiscal year, increased up to a maximum of 75% of the Base Salary if the Company exceeds such performance targets by amounts to be determined by the Committee (the “Annual Bonus”). For the 2009 and 2010 calendar yearsExecutive’s bonus opportunity in respect of the fiscal year ending in March 2017, such bonus shall be calculated under its existing terms; provided, however, that (A) the Executive will: portion of such bonus for the period from the first day of the fiscal year through December 31, 2016 shall be calculated under the terms of such bonus opportunity, using the Executive’s base salary as of the date hereof (i) on and as in effect prior to the Effective TimeDate) and a percentage of base salary for target Company performance of 20% (increased up to a maximum of 50%), remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment portion of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated such bonus for the period from the Effective Time Date through December 31 the last day of the fiscal year shall be calculated under the terms of such calendar yearbonus opportunity, using the Base Salary and a percentage of the Base Salary for target Company performance of 30% (increased up to a maximum of 75%); and each portion of the Executive’s bonus for the fiscal year ending in March 2017 shall be equal to the bonus the Executive would have received for the entire fiscal year based on the Company’s actual performance for the fiscal year using the base salary (or Base Salary) and percentage of base salary (or Base Salary) for target Company performance applicable to that respective portion, multiplied by a fraction, the numerator of which shall be the number of days in the fiscal year covered by that respective portion and the denominator of which shall be the number of days in the entire fiscal year ending in March 2017. The Target Bonus and Maximum Bonus will each be based If this Agreement terminates other than at the end of a fiscal year either: (i) upon the achievement expiration of the Term; or (ii) pursuant to Section 4, and the Executive is entitled to a pro rata bonus for such partial fiscal year pursuant to Section 5 or Section 6 hereof, such pro rata bonus shall be equal to the bonus the Executive would have received under the Bonus Plan, based on the Company’s actual performance objectives established during such fiscal year, had he been employed by the Board Company for the entire fiscal year, multiplied by a fraction, the numerator of Directors which shall be the number of Parent days during such fiscal year he was so employed and the denominator of which shall be the number of days in such fiscal year (the “Parent BoardPro Rata Bonus”) generally within ). The Executive may be entitled to the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process Annual Bonus for other senior executives of Parent and its subsidiaries. For any calendar the fiscal year following prior to the calendar fiscal year in which the Effective Time occursExecutive’s employment is terminated, to the extent not yet paid (the “Preceding Bonus”). The Executive will shall be eligible for a Target entitled to receive the Preceding Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on and/or the Pro Rata Bonus, as applicable: (a) at the same basis as is generally made available time the annual bonuses for the same periods are paid to other senior executives of Parent the Company; and its subsidiaries(b) only to the extent the Board or the Committee determines to pay such bonus to the other senior executives of the Company. The Annual BonusBonus shall, if anyin all respects, shall be paid subject to the Executive when annual bonuses are generally paid to other executives terms of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicableBonus Plan.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) During the Term, subject to Section 4, for each calendar year beginning with 2014, Executive shall have the opportunity to earn an annual bonus (“Annual Bonus”) based on and performance against specified objective (including budgetary or EBITDA-based) performance criteria (“Performance Goals”) established by the Board (in consultation with Executive) prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date soon as practicable following each calendar year, subject to Executive’s continued employment through December 31 of this Agreement; provided, that: (A) each such calendar year. The Annual Bonus shall be equal to 50% of Base Salary if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75Company achieves at least 80% of target performanceits Performance Goals, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150100% of Base Salary (the “Target Bonus”)) if the Company achieves at least 100% of its Performance Goals and 150% of Base Salary if the Company achieves 110% or more of its Performance Goals, and an annual maximum cash incentive equal to two (2) times with the Target actual Annual Bonus (determined by linear interpolation based on the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the Company’s achievement of performance objectives Performance Goals between 80% and 100% or between 100% and 110%, as applicable. (ii) Subject to Section 4, for calendar year 2013, Executive shall have the opportunity to earn an Annual Bonus based on solely EBITDA-based Performance Goals established by the Board of Directors of Parent (in consultation with Executive) no later than 60 days following the Effective Date, subject to Executive’s continued employment through December 31, 2013 (the “Parent Board2013 Annual Bonus”). The 2013 Annual Bonus shall be equal to 100% of Base Salary if the Company achieves at least 100% of its Performance Goals, and 150% of Base Salary if the Company achieves 110% or more of its Performance Goals, with the actual 2013 Annual Bonus determined by linear interpolation based on the Company’s achievement of Performance Goals between 100% and 110%. For purposes of determining whether the 2013 Annual Bonus has been earned, the Performance Goals related thereto shall be measured after taking into account the 2013 Annual Bonus and any other bonuses payable to other employees of the Company (which shall include employees of subsidiaries of the Company). Further, the 2013 Annual Bonus shall be pro-rated based on a fraction, the numerator of which is the number of days from the Effective Date through December 31, 2013, and the denominator of which is 365. (iii) generally within Any Annual Bonus payable for any calendar year shall be paid in cash as soon as practicable following the first three months determination of the Company’s performance results for such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives but in no event later than March 15th of Parent and its subsidiaries. For any the calendar year following the calendar year in to which the Effective Time occurs, the Executive will be eligible for a Target such Annual Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicablerelates.

Annual Bonus. For each calendar year during the 2009 and 2010 calendar yearsContract Period while Executive is employed by DDR, subject to achievement of the applicable performance criteria, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive Company shall make an annual cash incentive award under the Company’s annual incentive plan as payment to Executive, in effect as cash, for such calendar year (an “Annual Bonus”) between January 1 and March 15 of the date of this Agreement or as adopted after the date of this Agreement; providedimmediately subsequent calendar year, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time determined and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and calculated in accordance with the terms of percentages set forth on Exhibit A attached hereto (and rounded to the applicable Company annual incentive plan nearest dollar); provided, however, that for 2016 and (y) 2019, the Executive Annual Bonus payout shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and be pro-rated for based on the period from July 1, 2010 through number of days Executive is employed by the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of Company during such calendar year. The Target Company’s payment of an Annual Bonus to Executive shall be determined based on the factors and Maximum criteria that have been or may be established from time to time for the calculation of the Annual Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar yearCommittee after consultation with Executive; provided, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process however, that for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs2016, the Annual Bonus payout for Executive will be eligible for a Target Bonus and a Maximum Bonus no less than the “Target” payout amount set forth on Exhibit A attached hereto (pro-rated as described in accordance with Parent’s annual incentive plan the immediately preceding sentence), subject to increase in the sole discretion of the Committee based on the same basis applicable factors and criteria as is generally made available to other senior executives set forth on Exhibit A attached hereto. For the avoidance of Parent doubt, Executive’s start date of July 8, 2016 will be used for the 2016 Annual Bonus proration, and its subsidiaries. The assuming that Executive remains employed through December 31, 2016, Executive’s 2016 Annual Bonus, if any, Bonus shall be paid to the Executive when annual bonuses are generally paid to other executives no less than $484,932. For each calendar year of the Company but in no event the Contract Period (beginning with 2017) while Executive is employed by DDR, the Board or the Committee will establish, in consultation with Executive, and thereafter provide Executive with written notice of, the performance metrics and their relative weighting to be used in, and any specific threshold, target and maximum performance targets applicable to, the determination of the Annual Bonus for Executive for such calendar year not later than two March 15 of such year. There is no guaranteed Annual Bonus under this Agreement for calendar years following 2016, and one-half (2.5) months for each such year, Executive’s Annual Bonus could be as low as zero or as high as the maximum percentage set forth on Exhibit A attached hereto. Notwithstanding anything in this Agreement to the contrary, each Annual Bonus after the end of 2016 Annual Bonus shall be on the fiscal terms and subject to such conditions as are specified for the particular Company plans or calendar year, as applicableprograms pursuant to which the Annual Bonus is granted.

Annual Bonus. For With respect to each calendar year that ends during the 2009 and 2010 calendar yearsTerm, the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award under bonus (the Company’s annual incentive plan as in effect as “Annual Bonus”), prorated for the first calendar year of the Term, ranging from zero to one hundred and fifty percent (150%) of the Annual Base Salary, with a target Annual Bonus equal to seventy five percent (75%) of the Annual Base Salary, which target Annual Bonus shall be subject to review and upward, but not downward without Executive’s written consent, adjustment by the Compensation Committee in its sole discretion each year (the “Target Annual Bonus”), based upon annual performance targets (the “Performance Targets”) established by the Compensation Committee in its sole discretion. The amount of the Annual Bonus shall be based upon attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board) in its sole discretion. Each such Annual Bonus shall be payable on such date of this Agreement or as adopted after is determined by the date of this Agreement; providedBoard, that: (A) if the Effective Time occurs but in any event on or prior to June 30March 15 of the calendar year immediately following the calendar year with respect to which such Annual Bonus relates. Notwithstanding the foregoing, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive no bonus shall be entitled to the payment of any annual incentive award payable with respect to any calendar year unless the fiscal year ending June 30, 2010 based on actual performance and in accordance Executive remains continuously employed with the terms Company during the period beginning on the Effective Date and ending on December 31 of such year; provided that if the applicable Executive’s employment is terminated pursuant to Section 4(a)(i), (ii), (iv), (v) or (vii), the Company annual incentive plan and (y) shall pay to the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of a prorated Annual Bonus with respect to the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan Date of Termination occurs equal to no less than 150% the Target Annual Bonus for such calendar year multiplied by a fraction, the numerator of Base Salary which is the number of calendar days during such calendar year that the Executive was continuously employed by the Company and the denominator of which is 365 (the “Target Prorated Termination Bonus”); provided further that, and an annual maximum cash incentive equal in the case of a termination pursuant to two (2) times the Target Bonus (the “Maximum Bonus”Section 4(a)(ii), pro-rated for (iv), (v) or (vii), no portion of the period from the Effective Time through December 31 of such calendar year. The Target Prorated Termination Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to unless the Executive when annual bonuses are generally paid to other executives of timely executes the Company but Release and does not revoke the Release within the time periods set forth in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicableSection 5(b)(ii).

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) During the Term, subject to Section 4(b), for each calendar year beginning with 2014, Executive shall have the opportunity to earn an annual bonus (“Annual Bonus”) based on and performance against specified objective (including budgetary or EBITDA-based) performance criteria (“Performance Goals”) established by the Board prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date soon as practicable following each calendar year, subject to Executive’s continued employment through December 31 of this Agreement; provided, that: (A) each such calendar year. The Annual Bonus shall be equal to 50% of Base Salary if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75Company achieves at least 80% of target performanceits Performance Goals, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 15085% of Base Salary (the “Target Bonus”) if the Company achieves at least 100% of its Performance Goals and 100% of Base Salary if the Company achieves 110% or more of its Performance Goals, with the actual Annual Bonus determined by linear interpolation based on the Company’s achievement of Performance Goals between 80% and 100% or between 100% and 110%, as applicable. (ii) Subject to Section 4(b), and for calendar year 2013, Executive shall have the opportunity to earn an annual maximum cash incentive equal to two (2) times the Target Annual Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives on Performance Goals established by the Board of Directors of Parent no later than 90 days following the Effective Date and subject to Executive’s continued employment through December 31, 2013 (the “Parent Board2013 Annual Bonus”). The 2013 Annual Bonus shall be equal to 85% of Base Salary if the Company achieves at least 100% of its Performance Goals, and 100% of Base Salary if the Company achieves 110% or more of its Performance Goals, with the actual 2013 Annual Bonus determined by linear interpolation based on the Company’s achievement of Performance Goals between 100% and 110%. For purposes of determining whether the 2013 Annual Bonus has been earned, the Performance Goals related thereto shall be measured after taking into account the 2013 Annual Bonus payable and any other bonuses payable to other employees of the Company (which shall include employees of subsidiaries of the Company). Further, the 2013 Annual Bonus shall be pro-rated based on a fraction, the numerator of which is the number of days from the Effective Date through December 31, 2013, and the denominator of which is 365. (iii) generally within Any Annual Bonus payable for any calendar year shall be paid in cash as soon as practicable following the first three months determination of the Company’s performance results for such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives but in no event later than March 15th of Parent and its subsidiaries. For any the calendar year following the calendar year in to which the Effective Time occurs, the Executive will be eligible for a Target such Annual Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicablerelates.

Annual Bonus. For the 2009 and 2010 calendar years, the (a) Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive earn an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: bonus (A"Annual Bonus") if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms hereof for each Fiscal ------------ Year which begins during the Employment Period. (b) The WKI Board, the board of directors of the Reorganized Entity or the Compensation Committee, as applicable, (collectively, the "Board or Committee") shall establish performance goals, the ------------------ achievement of which will determine the amount of the Executive's annual bonuses for the 2002 Fiscal Year and later Fiscal Years that end during the Employment Period. In the case of the 2002 Fiscal Year, performance goals shall be set by the Board or Committee, within the first ninety (90) calendar days after the Agreement Date. Performance goals for other Fiscal Years shall be established annually by the Board or Committee, after consultation wit the Executive, within ninety (90) calendar days after the first day of the applicable Company annual incentive plan and Fiscal Year. If Executive achieves the target level of such performance goals (y) the Executive "Target Annual Goals"), as determined by ------------------- the Board or Committee, his Annual Bonus for that Fiscal year shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% seventy percent (70%) (the "Target Percentage") of ----------------- Executive's Base Salary (the “"Target Annual Bonus”"). If Executive ------------------- achieves the maximum level of such performance goals ("Maximum Annual -------------- Goals") for any such Fiscal year, as determined by the Board or ----- Committee, his Annual Bonus for that Fiscal Year shall be one hundred and an annual maximum cash incentive equal to two forty percent (2140%) times the Target Bonus (the “"Maximum Percentage") of Executive's ------------------ Base Salary (the "Maximum Annual Bonus”"), pro-rated . The Annual Bonus for any -------------------- Fiscal Year may exceed the period from Maximum Annual Bonus at the Effective Time through December 31 discretion of such calendar yearthe Board or Committee. The Target Bonus Percentage and the Maximum Bonus will each Percentage may be based upon the achievement of performance objectives established increased by the Board or Committee, from time to time, but may not be decreased below the above specified percentages of Directors Executive's Base Salary without the express written consent of Parent Executive. If Executive achieves a level of performance which falls between the Target Annual Goals and the Maximum Annual Goals, linear interpolation shall be applied to determine Executive's Annual Bonus for such year. Notwithstanding the foregoing, for the 2002 Fiscal Year, Executive shall be guaranteed an Annual Bonus of not less than $100,000, provided he remains actively employed by the Debtor through December 31, 2002. (c) Except as described in the “Parent Board”) generally within following sentence, the first three months Debtor or the Reorganized Entity, as applicable, shall pay the entire Annual Bonus that is payable with respect to a Fiscal Year in a lump sum cash payment as soon as practicable after the Board or Committee determines whether and the degree to which Maximum Annual Goals or Target Annual Goals have been achieved following the close of such calendar year, which performance objectives will Fiscal Year. Any such Annual Bonus shall in any event be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any paid within ninety (90) calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months days after the end of the fiscal or calendar yearFiscal Year; provided, as applicablehowever, that the guaranteed $100,000 Annual Bonus for the 2002 Fiscal Year shall be paid on January 2, 2003.

Annual Bonus. For the 2009 and 2010 calendar years, the The Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award under participate in the Company’s annual incentive bonus programs as shall be in effect from time to time (the “Bonus Programs”), to the extent implemented under the Revlon Executive Incentive Compensation Plan or such successor plan as shall be in effect as from time to time (the “Incentive Compensation Plan”), with target bonus eligibility of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75100% of target performanceBase Salary for achieving performance objectives set by the Compensation Committee or its designee in reasonable consultation with the Executive, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled subject to the payment terms and conditions of any annual incentive award payable with respect such Bonus Programs and the Incentive Compensation Plan; provided that notwithstanding anything to the fiscal year ending June 30contrary contained in the Bonus Programs or the Incentive Compensation Plan, 2010 based on actual performance and in accordance with the terms such bonus shall have a maximum annual payout of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150200% of Base Salary (the “Target Maximum Annual Bonus”). In the event that the Executive’s employment shall terminate pursuant to Section 4.1, and an annual maximum cash incentive equal 4.2 or 4.3 during any calendar year, the Executive’s bonus with respect to two (2) times the Target Bonus year during which such termination occurs shall be pro-rated (the “Maximum Pro-Rated Bonus”), pro-rated ) for the period from actual number of days of active employment during such year and such Pro-Rated Bonus shall be payable (i) if and to the Effective Time through December 31 of such calendar year. The Target extent bonuses are payable to executives under the Bonus and Maximum Bonus will each be Programs for that year based upon the achievement of performance the objectives established by set for that year and not including any discretionary bonus amounts which may otherwise be payable to other executives despite non-achievement of bonus objectives for such year, and (ii) on the Board date bonuses would otherwise be payable to executives under the Bonus Programs, but no later than March 15 of Directors of Parent (the “Parent Board”) generally within year following the first three months of such year to which the bonus relates. Notwithstanding anything herein or contained in the Bonus Programs and/or Incentive Compensation Plan to the contrary, in the event that the Executive’s employment shall terminate pursuant to Section 4.1, 4.2 or 4.3 during any calendar year, which performance objectives will the Executive shall be determined by Parent entitled to receive the Executive’s bonus (if not already paid) with respect to the year immediately preceding the year of termination (if bonuses with respect to such year are payable to other executives based upon Parent’s guidelines achievement of bonus objectives, and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in not based upon discretionary amounts which the Effective Time occurs, the Executive will may be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives despite non-achievement of bonus objectives) as and when such bonuses would otherwise be payable to executives under the Company but in no event later than two and one-half Bonus Programs despite the fact that the Executive may not be actively employed on such date of payment (2.5) months after the end of the fiscal or calendar year, as applicable“Prior Year Bonus”).

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the CompanyExecutive’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall bonus will be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 15070% of Base Salary (the “Target Bonus”), divided into a 40% portion (the “Quarterly Portion”) and an a 30% portion (the “Annual Portion”). Executive’s bonus will be payable upon achievement of performance goals established by the Compensation Committee of the Board (the “Committee”); provided, however, that the Quarterly Portion will accrue and become payable in four quarterly installments based on meeting quarterly performance goals, and the Annual Portion will accrue and become payable in accordance with the Committee’s standard practices for annual maximum cash incentive equal to two (2) times bonuses. The actual bonus paid may be higher or lower than the Target Bonus for over- or under-achievement of Executive’s performance goals, as determined by the Committee. Executive will have the opportunity to discuss the nature of the performance goals with the Committee prior to the performance goals being established. For the Company’s fiscal year 2005 (the “Maximum BonusFY05”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each Quarterly Portion shall be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus paid in accordance with Parentthe Cash Bonus Program. Pursuant to the Cash Bonus Program, the Quarterly Portion will be paid only upon the Company’s annual incentive plan on meeting certain AOP goals and achieving positive pro-forma EBITDA sufficient to cover the same basis eligible bonus payments, as is generally made available defined in the Cash Bonus Program and limited by certain other terms and conditions as defined in the Cash Bonus Program. Should the Executive’s employment be involuntarily terminated, without Cause, before June 30, 2005, then this Amendment No. 1 shall be null and void, and Executive shall be entitled to other senior executives of Parent and its subsidiariesany Quarterly Bonus pursuant to the original Agreement. The Annual Bonusactual bonus(es), if any, shall related to the Quarterly Portion will be paid in cash, and the actual bonus, if any, related to the Executive when annual bonuses are generally Annual Portion will be paid to other executives in stock options. The terms and conditions of any such stock option will be determined in the sole discretion of the Committee; provided, however, that (i) the option will cover one share of Company but common stock for every $5 that otherwise would have been paid in no event later than two cash and one(ii) the option will have a per-half share exercise price equal to the per-share “Fair Market Value” (2.5as defined in the Company’s 1998 Stock Plan, the “Plan”) months after on the end date of grant. All other sections of the fiscal or calendar year, as applicableAgreement remain unchanged and enforceable.

Annual Bonus. For With respect to each calendar year during the 2009 and 2010 calendar yearsEmployment Term, the Executive will: (i) on and prior to the Effective Time, remain will be eligible to receive earn an annual cash incentive award under the Companybonus in a target amount of forty percent (40%) of Executive’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Annual Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for . For the period from the Effective Time through Commencement Date to December 31 of such calendar year31, 2018, Executive shall be eligible for a pro-rata Annual Bonus. The Target actual bonus paid may be lower than the Annual Bonus and Maximum Bonus will each be based upon depending on the degree of achievement of performance objectives, with the assessment of performance determined by the Company’s board of directors (the “Board”) or the Compensation Committee of the Board. The initial set of performance objectives will be reasonably established by the Board or the Compensation Committee of Directors the Board, within sixty (60) days of Parent (the “Parent Board”) generally within the first three months of such calendar year, which Commencement Date. Subsequent performance objectives will be determined reasonably established by Parent based upon Parentthe Board or the Compensation Committee of the Board within sixty (60) days of the beginning of the calendar year to which the Annual Bonus relates. Any Annual Bonus earned by Executive during the Employment Term may be paid, in the Company’s guidelines sole discretion, in cash or shares of the Company’s common stock, or any combination thereof, and ordinary course process will be paid to Executive within sixty (60) days of the end of the calendar year for other senior executives which the Annual Bonus was earned, but in no event later than March 15th of Parent and its subsidiaries. For any the calendar year following the calendar year in which the Effective Time occurs, Annual Bonus was earned. Executive must be employed on the Executive will last day of each calendar year in order to be eligible to receive an Annual Bonus for that calendar year; provided, however, that if the Company terminates Executive’s employment other than For Cause prior to the last day of the relevant calendar year, then the Company may pay a Target Bonus and a Maximum pro rata portion of the Annual Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives a single lump sum payment within sixty (60) days of the Company end of the relevant calendar year, but in no event later than two and one-half (2.5) months after the end March 15th of the fiscal or calendar year, year following the calendar year in which such termination other than For Cause occurs and subject to Executive’s timely execution and subsequent non-revocation of the Company’s standard separation and release agreement in the form attached hereto as applicable.Exhibit A.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior With respect to each of the Effective TimeEmployer's fiscal years during the Term of Employment beginning with the 2022 fiscal year, remain the Employee shall be eligible to receive an annual cash incentive performance bonus (the "Annual Bonus") to be determined annually by the Board or the Employer's Compensation Committee in connection with its determination of performance­ based bonuses and performance targets, thresholds and requirements for other executive officers pursuant to a compensation plan or plans approved from time to time by the Compensation Committee. The performance criteria for any particular year shall be established by the Board or Compensation Committee, after consultation with the Employee, no later than sixty (60) days after the commencement of the relevant year. Notwithstanding the foregoing, the Employee will receive an Annual Bonus in the amount of 100% to 200% of his salary for any fiscal year in which the Employer achieves or exceeds its annual performance target commencing with the 2022 fiscal year (or less than 100% of base salary upon achievement of threshold performance) provided that the Employee is employed with the Employer for the entire fiscal year. With respect to each of the Employer's fiscal years during the Term of Employment beginning with the 2022 fiscal year (ending in October 2022), the Compensation Committee may elect to award under the Company’s annual Employee a discretionary bonus. The Employee's Annual Bonus for the 2022 fiscal year shall not be pro-rated and shall not be less than $400,000. ​ (ii) Beginning with the 2022 fiscal year, the Employee will also participate in the Employer's Long Term Incentive Plan ("LTIP") to the extent such plan may exist, or any successor incentive plan as that the Employer may develop (collectively, the "Incentive Plan"). Employee shall be eligible to receive a total of up to 100% of his salary per year (or higher, with respect to the performance vested target component described below) in effect equity awards pursuant to the terms of the Incentive Plan, including any vesting, incentive, and other requirements that may be incorporated into the Incentive Plan. Fifty percent of each such award shall vest over a three-year period in three equal annual installments, with the remaining fifty percent to be performance vested with targets based on the Employer's net sales, adjusted EBITDA, and return on invested capital. Cliff vesting shall apply to all LTIP awards and the Employee must be employed with the Employer on each date that shares are scheduled to vest. Employee shall forfeit any such shares that have not vested as of the date of his Employment ends. ​ (iii) The Employee acknowledges that the Compensation Committee ​ ​ may award Annual Bonuses and discretionary bonuses to him in cash, Employer common stock, or rights to acquire Employer common stock, and that such equity-based awards may be subject to vesting conditions and requirements. Equity-based awards made by the Employer to the Employee under this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive otherwise shall be entitled subject to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance terms and in accordance with the terms conditions of the applicable Company annual incentive Employer's 2020 Equity Incentive Plan, as it may be amended from time to time and including any successor plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established adopted by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiariesEmployer. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicable.​

Annual Bonus. For During the 2009 Employment Term, Executive will be eligible to earn a discretionary cash performance bonus (an “Annual Bonus”) under the Company’s incentive bonus program. Executive’s annual bonus opportunity with respect to any calendar year shall be seventy-five percent (75%) of the amount paid as Annual Base Salary during such calendar year at the target achievement (the “Target Bonus”) and 2010 one hundred fifty percent (150%) of the amount paid as Annual Base Salary during such calendar yearsyear at the maximum achievement. The amount of any Annual Bonus payable under the incentive bonus program may thus vary from zero percent (0%) to one hundred fifty percent (150%), based on the achievement as determined by the Board of individual and Company performance goals to be set by the Board. The amount of any Annual Bonus shall be payable on such date as is determined by the Board in its sole discretion for the payment of all such annual bonuses, which date shall be as soon as reasonably practicable after the final audited financial performance information for the Company is available for the calendar year to which such annual bonuses relate. Notwithstanding any other provision of this Agreement, no bonus shall be payable with respect to any calendar year unless Executive will:remains continuously employed with the Company during the period beginning on the Effective Date and ending on the applicable bonus payment date except as otherwise provided in Section 5(a) and Section 5(c)(iv). (i) on For example, if Executive is employed for six (6) months during 2014, and prior Executive is paid during such six (6) months one hundred and seventy-five thousand dollars ($175,000) as Annual Base Salary, Executive’s Target Bonus for 2014 would be one hundred thirty-one thousand two hundred fifty dollars ($131,250) before taking into account the following sentence. For purposes of determining the amount paid to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan Executive as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of Annual Base Salary during the calendar year in which the Effective Time Date occurs, Executive shall be eligible for an annual target cash incentive under treated as if the applicable Parent annual incentive plan equal to no less than 150% of Company had paid Executive Annual Base Salary at a rate of three hundred fifty thousand dollars ($350,000) per annum during the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 portion of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which Executive provided services to the Effective Time occurs, Company under the Executive will be eligible for a Target Bonus and a Maximum Bonus Consulting Agreement in accordance with Parent’s annual incentive plan on the same basis addition to such amounts as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be are paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicableduring such year under Section 3(a).

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to bonus payments from the payment Company as follows: (a) Notwithstanding any terms of any applicable plan to the contrary, for the fiscal year that ended immediately prior to Executive's Date of Termination, but for which no annual bonus payments have been paid as of his Date of Termination, Executive shall receive a bonus calculated using the actual results for all performance criteria for such fiscal year. Such amount shall be paid (subject to withholding of all applicable taxes) on (i) the date of the Change in Control if Executive's employment is terminated within six (6) months prior to the Change in Control or (ii) Executive's Date of Termination if Executive's employment is terminated on or within eighteen (18) months following the date of the Change in Control. (b) For the fiscal year during which Executive's Date of Termination occurs, and provided Executive's Date of Termination occurs after June 30th of such fiscal year, Executive shall receive a prorated bonus (based on the number of days that he was employed during such fiscal year), calculated as if Executive's target award level (including any personal performance component) under the Company's annual incentive award plan had been achieved for such year. Such amount shall be paid (subject to withholding of all applicable taxes) on (i) the date of the Change in Control if Executive's employment is terminated within six (6) months prior to the Change in Control or (ii) Executive's Date of Termination if Executive's employment is terminated on or within eighteen (18) months following the date of the Change in Control. (c) In addition to the bonus payment payable under subsections (a) and/or (b) above, if any, Executive shall be entitled to an additional bonus amount equal to the average of the bonuses paid to him with respect to the two (2) fiscal years in which annual bonuses were paid to Executive most recently preceding the year ending June 30in which his Date of Termination occurs (counting the bonus, 2010 based on actual performance and if any, payable under subsection (a) above), multiplied by two (2). If a bonus was not paid to Executive in accordance with the terms any two (2) such prior years, for purposes of the applicable Company annual incentive plan and (y) the Executive shall receive calculating Executive's average bonus, an annual cash incentive award amount equal to Executive's potential bonus for the fiscal year ending June 30during which Executive's Date of Termination occurs, 2011 based calculated as if Executive's target award level (including any personal performance criteria) under the Company's annual incentive plan had been achieved for such year, shall be used for any missing year(s). Such bonus amount shall be paid (subject to withholding of all applicable taxes) in thirty-six (36) equal monthly payments beginning on deemed achievement (i) the date of 75% of target performance and pro-rated for the period from July 1, 2010 through Change in Control if Executive's employment is terminated within six (6) months prior to the Effective Time; and Change in Control or (ii) for Executive's Date of Termination if Executive's employment is terminated on or within eighteen (18) months following the remainder date of the calendar year Change in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicableControl.

Annual Bonus. For With respect to the 2009 and 2010 calendar yearsCompany’s 2016 Fiscal Year, the Executive will: (i) on and prior to the Effective Time, remain Chairman shall be eligible to receive an annual cash incentive award under bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. With respect to Fiscal Year 2016, the Performance Targets for the Annual Bonus shall be total consolidated annual sales (25%), Company consolidated adjusted annual EBITDA (50%) and adjusted annual EBITDA determined on a store-by-store basis for stores that have been open for at least 12 months as of April 1, 2016 (25%), subject to the scale previously agreed between the parties hereto. The target Annual Bonus shall be 20% of the Annual Base Salary and the maximum Annual Bonus shall be 40% of the Annual Base Salary. The amount of the Annual Bonus shall be based upon the Company’s annual incentive plan as in effect as attainment of the date Performance Targets, as determined by the Board (or any authorized committee of this Agreement or as adopted after the date Board). If the percentile level of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010achievement of a Performance Target is between two levels, the Executive amount earned shall receive an annual cash incentive award that is probe determined on the basis of a straight-rated line interpolation between such levels. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period from July 1required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations. Notwithstanding the foregoing, 2009 through the Effective Time and based on deemed achievement of 75% of target performanceexcept as set forth in Article V, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive no bonus shall be entitled to the payment of any annual incentive award payable with respect to any Fiscal Year unless the fiscal year Chairman remains continuously employed with the Company during the period beginning on the Effective Date and ending June 30on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), 2010 the Annual Bonus for any applicable Fiscal Year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on actual performance the basis of the Chairman’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with the terms Section 162(m) of the applicable Company annual incentive plan Code and (y) the Executive regulations promulgated thereunder. The Chairman shall not be eligible to receive an any annual cash incentive award for bonus in the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon ParentCompany’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal 2017 or calendar year, as applicable2018 Fiscal Year.

Annual Bonus. For During the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010Employment Period, the Executive shall receive be eligible for an annual cash incentive award that is pro-rated bonus (the “Annual Bonus”) pursuant to the terms and conditions of an annual bonus plan for executive officers (as amended from time to time, the period from July 1“Incentive Plan”). Based upon attainment of performance goals predetermined by the Board, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the an Annual Bonus payment at a target level of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms at least seventy-five (75) percent of the applicable Company annual incentive plan and (y) Executive’s Base Salary in effect on the Executive shall receive an annual cash incentive award for 90th day after the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder first day of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary performance period (the “Target Annual Bonus”); provided that the Target Annual Bonus for the performance period ending December 31, and an annual maximum cash incentive equal to two (2) times 2011 shall be $244,688. The Incentive Plan will provide that a portion of the Target Bonus as determined under the Plan will be paid subject to a minimum percentage of such performance goals being reached (the “Maximum BonusAnnual Bonus Threshold”), pro-rated for the period from the Effective Time through December 31 of . Each such calendar year. The Target Annual Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than cash within two and one-half (2.52 1/2) months after the end of the Company’s fiscal year with respect to which such Annual Bonus relates; provided, that, if the Company determines to pay bonuses to its executive officers generally in a combination of cash and equity, the Company may pay the Annual Bonus to Executive in the same proportion of cash and equity as it so pays such other executive officers; provided further that if any such equity is taxable upon grant but cannot at such time be sold by the Executive on an established securities market, the cash portion so paid shall be sufficient to pay all of Executive’s Federal and state income taxes with respect to the Annual Bonus assuming Executive is taxed at the maximum combined Federal and state individual tax rates. For purposes of this Section 2(b)(2) equity shall mean common stock or calendar yearan equity award (such as a grant of restricted stock, restricted stock award, stock option or stock appreciation right) having a fair market value (as applicablereasonably determined by the Board) at least equal to the amount of the Annual Bonus being paid as equity.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award under bonus (“Annual Bonus”) for each full calendar year beginning on or after January 1, 2015 that he is employed with the CompanyCompany during the Term (each such calendar year, a “Bonus Year”) in which the Company achieves certain targets as set forth by the Compensation Committee of the Board (the “Compensation Committee”), and the amount of such bonus shall have a target range (assuming all performance targets are met or exceeded) of 100% to 200% of Executive’s annual incentive plan Base Salary for the applicable Bonus Year; provided that Executive shall not be entitled to an Annual Bonus for any Bonus Year, unless the Compensation Committee determines otherwise, in which the Company does not achieve such targets, as in effect as of determined by the Compensation Committee; and provided further, that Executive shall not be entitled to any Annual Bonus if Executive’s employment is terminated by the Company for Cause prior to the date of this Agreement or as adopted after payment of such Annual Bonus and, subject to the date of this Agreement; providedexceptions set forth in Sections 4.3(b)(ii), that: (A4.3(b)(1), 4.3(c)(ii), 4.3(c)(1), 4.3(d)(ii) if the Effective Time occurs on or prior to June 30, 2010, the and 4.3(e)(iii) Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall not be entitled to any Annual Bonus if Executive is not employed by the payment of any Company on the date the Compensation Committee determines annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms bonuses for executive officers of the applicable Company annual incentive plan Company. For purposes of Sections 4.3(b)(3), 4.3(c)(1), 4.3(c)(3) and (y) 4.3(d)(1), “target” Annual Bonus shall be deemed to be the Executive shall receive an annual cash incentive award for mid-point of the fiscal year ending June 30, 2011 based range of percentages of Executive’s Base Salary specified in the previous sentence. The Annual Bonus will be paid on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder March 15 of the calendar year immediately following the Bonus Year to which it relates. Each Bonus Year during the Term, the Compensation Committee will review the structure of the targets provided by it for the preceding Bonus Year and establish the targets for the Bonus Year as it deems appropriate. For purposes of clarity, no compensation or other benefit under this Agreement replaces or is in which lieu of Executive’s annual cash bonus opportunity for the Effective Time occurs2014 calendar year, and Executive shall continue to be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus bonus in accordance with ParentExecutive’s annual incentive plan on the same basis rights as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid in effect immediately prior to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicableEffective Date.

Annual Bonus. For (a) During the 2009 and 2010 calendar yearsTerm, the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award under bonus (the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A“Bonus”) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of with a target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150Bonus set at 65% of Base Salary (the “Target Bonus”)) and a maximum Bonus of 81.25% of Base Salary. For any Company fiscal year ending after August 31, and an annual maximum cash incentive equal to two (2) times the Target 2007, Executive’s Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each shall be based upon the achievement satisfaction of performance objectives established and in accordance with the performance matrix to be determined by the Board of Directors Internal People Committee of Parent (the “Parent BoardCommittee”) generally within based upon the first three months recommendations of the Executive Vice President International Commercial of Parent, or such calendar yearother officer of Parent who assumes the responsibilities thereof, (the “EVP”) (which shall in turn be based on consultations with the CEO who shall have consulted with the Executive) in his reasonable discretion and communicated to Executive at the beginning of each fiscal year of the Company. Determinations of the Bonus shall be made in good faith and in a manner consistent with the then existing applicable corporate governance policies of Parent. (b) For the Company’s fiscal years ending August 31, 2006 (“FY 2006”) and August 31, 2007 (“FY 2007”), the Bonus shall be based upon the satisfaction of performance objectives will and shall be determined by Parent on a weighted basis comprised of the following criteria: (i) Milestones based upon Parent’s guidelines Company EBITDA as set forth in the Approved Annual Business Plan (as defined below) — 40% (the “EBITDA Component”); (ii) Executive performance goals established annually by the Committee based upon the recommendations of the EVP — 20% (the “Individual Component”); (iii) Milestones based upon Company net sales as set forth in the Approved Annual Business Plan — 20% (the “Sales Component”); and (iv) Milestones based upon Company net working capital as set forth in the Approved Annual Business Plan — 20% (the “Net Working Capital Component”) (items (i) through (iv) collectively, the “Performance Objectives,” and ordinary course process for other senior executives of Parent and its subsidiarieseach, separately, a “Performance Objective”). For any calendar purposes of this Section 3.2(b), “Approved Annual Business Plan” means the detailed one year following business, operating and strategic plan for the calendar year Company, as approved by the EVP and the CVR Committee (as defined in which the Effective Time occursContingent Value Right Agreement attached as Exhibit A to the Merger Agreement (the “CVR Agreement”)) as contemplated in the CVR Agreement, for the fiscal year. During FY 2006 and FY 2007, the Executive will Bonus shall be eligible equal to the sum of: (A) (Target Bonus)(.4)(the Applicable Percentage for a the EBITDA Component), PLUS (B) (Target Bonus)(.2)(the Applicable Percentage for the Individual Component), PLUS (C) (Target Bonus)(.2)(the Applicable Percentage for the Sales Component), PLUS (D) (Target Bonus)(.2)(the Applicable Percentage for the Net Working Capital Component), where the Target Bonus is expressed in dollars and a Maximum Bonus the Applicable Percentage with respect to any given Performance Objective is determined in accordance with Parentthe performance matrix below. Less than 90% of Performance Objective 0% 90% of Performance Objective 50% 95% of Performance Objective 75% 100% of Performance Objective 100% 125% of Performance Objective or greater 125% In the event actual performance for any fiscal year falls between any threshold listed in the chart above (e.g. 91% of Performance Objective), then the Applicable Percentage shall be adjusted accordingly using a straight line method of interpolation (e.g. if actual performance is at 91% of Performance Objective, then the Applicable Percentage shall be 55%; if actual performance is 92% of Performance Objective, then the Applicable Percentage shall be 60%, etc.). Executive’s annual incentive plan on bonus with respect to the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual BonusCompany’s current fiscal year ending September 30, if any2005 (“FY 2005”), shall be paid to based on the Executive when annual bonuses are generally paid to other executives Company’s bonus plan in effect as of the date hereof, as set forth on Section 4.10(a) of the Company but in no event later than two and one-half (2.5) months after Disclosure Schedule to the end of the fiscal or calendar year, as applicableMerger Agreement.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior With respect to each of the Effective TimeEmployer’s fiscal years during the Term of Employment beginning with the 2016 fiscal year, remain the Employee shall be eligible to receive an annual cash incentive award under performance bonus (the Company“Annual Bonus”) to be determined annually by the Employer’s annual incentive plan Compensation Committee in connection with its determination of performance-based bonuses and performance targets, thresholds and requirements for other executive officers pursuant to the Employer’s Management Incentive Plan (“MIP”), as in effect as the MIP may be amended from time to time. In addition, with respect to each of the date Employer’s fiscal years during the Term of this Agreement or as adopted after Employment beginning with the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 20102016 fiscal year, the Executive Compensation Committee may elect to award the Employee a discretionary bonus. The Employee shall not be eligible to receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable Annual Bonus or a discretionary bonus under this paragraph with respect to the Employer’s 2015 fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms light of the applicable Company annual incentive plan and (ySigning Bonus that the Employer has agreed to pay to the Employee pursuant to Section 3(c) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; andthis Agreement. (ii) The Employee acknowledges that the Compensation Committee may award bonuses to him in stock and/or cash. (iii) Performance-based bonuses for the remainder of the calendar year in which the Effective Time occurs, be Employee is eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based MIP upon the achievement of bonus targets and performance objectives requirements established by the Board of Directors of Parent (Compensation Committee shall be in the “Parent Board”) generally within range established for the first three months of Employer’s previous Chief Financial Officer for services rendered in such calendar yearcapacity, which as compared to bonus targets and performance objectives will be determined by Parent based upon Parentrequirements established for the Employer’s guidelines other executive officers. However, the bonuses and ordinary course process bonus targets for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, Employee is eligible may be lower than those received by the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parentprevious Chief Financial Officer because the previous Chief Financial Officer also served as the Employer’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiariesChief Operating Officer. The Annual BonusEmployee acknowledges and agrees that, if any, shall be paid to as the Executive when annual bonuses are generally paid to other executives size of the Company but in no event later than two Employer increases, annual bonus thresholds and one-half (2.5) months after performance requirements under the end MIP may be increased by the Compensation Committee for all of the fiscal or calendar yearEmployer’s executive officers, as applicableincluding for the Employee.

Annual Bonus. For (a) During the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010Employment Term, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under performance bonus (an “Annual Bonus”) in respect of each calendar year that ends during the applicable Parent annual incentive plan Employment Term, to the extent earned based on performance against objective performance criteria. The performance criteria for any particular calendar year shall be determined in good faith by the Board, after consultation with the Executive, to occur as soon as practicable after the commencement of such calendar year, but no later than ninety (90) days after the commencement of such calendar year. The Executive’s targeted Annual Bonus for a calendar year shall equal to no less than 15060% of the Executive’s Base Salary for such calendar year (the “Target Bonus”) if target levels of performance for such year are achieved, with greater or lesser amounts (including zero) paid for performance above and below target (such greater and lesser amounts to be determined by a formula established by the Board for such year when it establishes the targets and performance criteria for such year), and an annual ; provided that the Executive’s maximum cash incentive Annual Bonus for any calendar year during the Employment Term shall equal to two (2) times 200% of the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Executive’s Target Bonus and Maximum Bonus will each shall be based upon the achievement of performance objectives established subject to annual review by the Board of Directors of Parent (the “Parent Board”or a committee thereof) generally within during the first three months ninety (90) days of such each calendar year, which performance objectives will and the Target Bonus for such calendar year may be increased above, but not decreased below, the levels for the preceding calendar year, by the Board. For the calendar year 2021, the Executive’s Annual Bonus shall be prorated. (b) The Executive’s Annual Bonus for a calendar year shall be determined by Parent the Board (or a committee thereof) after the end of the applicable calendar year based upon Parent’s guidelines on the level of achievement of the applicable performance criteria, and ordinary course process for other senior executives of Parent and its subsidiaries. For any shall be paid to the Executive in the calendar year following the calendar year in to which the Effective Time occurs, the Executive will be eligible for a Target such Annual Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on relates at approximately the same basis as is generally made available time annual bonuses are paid to other senior executives of Parent Company and its subsidiariesParent, subject to continued employment at the time of payment (except as otherwise provided in Section 8 hereof). The ​ (c) After 5 years of employment, the Annual Bonus, if any, shall Bonus will be paid to treated under the Executive when annual bonuses are generally paid to other executives retirement eligible provisions of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicable.Performance Award Plan. ​

Annual Bonus. For all of 2015 (without proration) and subsequent fiscal years ending during the 2009 and 2010 calendar yearsTerm, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual bonus as set forth herein (the “Annual Bonus”). The Annual Bonus shall be determined by the Board based upon the Company’s achievement of financial and other goals to be determined annually by the Board, in consultation with Executive, which goals shall, except as otherwise agreed by the Board and Executive, apply for all senior executives of the Company who are participants in the Annual Bonus plan. For 2015, the Annual Bonus shall be determined based on the EBITDA goals already approved by the board of directors of Xxxx Intermediate and/or the Company prior to the Signing Date, including the amount of the Annual Bonus achievable based on actual results in comparison to the targets. Executive’s target cash incentive under the applicable Parent annual incentive plan Annual Bonus shall be equal to no less than 150% one hundred percent (100%) of Executive’s Base Salary (the “Target Bonus”), and if all performance objectives for the applicable performance year are obtained or exceeded, the Executive shall receive no less than the Target Bonus. In addition, Executive shall have an annual maximum cash incentive equal opportunity under the terms of the Annual Bonus to two (2) times receive an Annual Bonus in excess of the Target Bonus as set forth in the applicable Annual Bonus plan. Executive’s target bonus opportunity as a percentage of Base Salary shall be reviewed by the Board (or the appropriate committee of the Board) annually at the same time as the review of Executive’s Base Salary and shall be subject to increase (but not decrease) by the Board (or the appropriate committee of the Board) in its discretion. After any such increase, “Maximum Target Bonus”)” for purposes of this Agreement shall mean such increased amount. The Annual Bonus awarded for a fiscal year shall be determined by the Board after the end of such fiscal year and shall be paid in cash and in accordance with the Company’s customary practices for payment of annual bonuses to senior executive employees in the calendar year following, proand not within, the fiscal year for which the Annual Bonus is earned, but in all events no later than the earlier of (i) seventy-rated five (75) days after the later of (x) the close of the fiscal year for which the period from Annual Bonus was earned and (y) the Effective Time through December 31 completion of such fiscal year’s financial audit or (ii) April 15 of such calendar year. The Target Bonus and Maximum Bonus will each ; provided, however, that except as otherwise provided in this Agreement, Executive must be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after employed through the end of the applicable fiscal or calendar year, as applicableyear to be entitled to receive the Annual Bonus.

Annual Bonus. For The Company shall pay to Executive an annual cash bonus as set forth below (the 2009 and 2010 calendar years, the Executive will:“Annual Bonus”): (i) on and prior With respect to the Effective Time, remain eligible to receive an annual cash incentive award under the CompanyExecutive’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated Annual Bonus for the period from July 12014 calendar year, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment an Annual Bonus equal to $265,225 and such amount shall constitute a cost and expense of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms administration of the applicable Company annual incentive plan Company’s chapter 11 case and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30be paid in cash, 2011 based in full, on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; andDate. (ii) With respect to Executive’s Annual Bonus for the remainder 2015 calendar year, Executive shall be entitled to an Annual Bonus, subject to the discretion of the Compensation Committee, based upon a target bonus opportunity of $546,364, which represents one hundred percent (100%) of Executive’s 2015 annual Base Salary, based upon the attainment of the applicable performance criteria and goals that were established by the Compensation Committee in 2015, the achievement of which shall be determined consistent with the methodology and measurement standards established by the Compensation Committee prior to the Effective Date. Such Annual Bonus shall be paid no later than March 15, 2016. (iii) With respect to Executive’s Annual Bonus for the 2016 calendar year in which and each subsequent calendar year during the Effective Time occursTerm, be eligible for the Company shall pay Executive an annual Annual Bonus, subject to the discretion of the Compensation Committee, based upon a target cash incentive under the applicable Parent annual incentive plan equal to no less than 150bonus opportunity of 100% of Executive’s then current Base Salary (the “Target Bonus”)Salary, and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established criteria and goals approved by the Board Compensation Committee. Such performance criteria and goals shall be materially consistent in nature and degree of Directors difficulty with the performance criteria established with respect to the Annual Bonus for the 2015 calendar year. Each such Annual Bonus shall be paid as soon as practicable but no later than March 15th of Parent the year following the year to which the Annual Bonus relates. (iv) Notwithstanding anything herein to the “Parent Board”contrary, in the event of a Change of Control of the Company, Executive shall receive an Annual Bonus for the year in which the Change of Control occurs equal to the greater of (i) generally within the first three months target Annual Bonus for such year or (ii) the Annual Bonus determined based upon the applicable performance criteria and goals for such year, provided that Executive remains employed on the last day of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives payable at the times set forth above. If a Change of Parent and its subsidiaries. For any Control occurs in the 2016 calendar year following prior to the time that the Annual Bonus for the 2015 calendar year in which the Effective Time occurshas been paid, the Executive will be eligible for a Target such Annual Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to Executive on the Executive when annual bonuses are generally paid to other executives effective date of the Company but in no event later than two and one-half (2.5) months after the end Change of the fiscal or calendar year, as applicableControl.

Annual Bonus. For During the 2009 and 2010 calendar yearsEmployment Period, the Executive will: (i) on and prior to the Effective Time, remain Employee shall be eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: performance bonus payment (Aa “Performance Bonus”) if the Effective Time occurs on or prior for each calendar year pursuant to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for performance bonus program (the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled “Bonus Plan”). Pursuant to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 80% or such greater percentage as is determined by the Compensation Committee (the “Target Performance Bonus Percentage”) of Employee’s annual Base Salary in effect on the last day of the applicable Company annual incentive plan calendar year; provided, however, that the Target Performance Bonus Percentage for a given year may be increased (but not decreased without the Employee’s written consent) by the Compensation Committee in its discretion. For each calendar year, the Compensation Committee will determine and establish in writing (yi) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30applicable performance targets, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to be exempt from or to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 6, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year in to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Effective Time occurs, be eligible Company’s unaudited financial statements for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives but in no event later than March 15 of Parent and its subsidiaries. For any the calendar year following the calendar year in to which the Effective Time occurssuch Performance Bonus relates. For purposes of clarity, the Executive will be eligible for reference in the preceding sentence to a Target Performance Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan being deemed “earned” on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives last day of the Company but in no event later than two and one-half (2.5) months after calendar year applies to a calendar year for which Employee is employed through the end last day of the fiscal or calendar year, except as applicable.otherwise provided in Section 6

Annual Bonus. For the 2009 and 2010 calendar years, (a) The Company shall pay the Executive will: (i) on and prior to during the Effective Time, remain eligible to receive Term an annual cash incentive award under bonus with a target value of 60% of the Executive’s Base Salary up to 120% of the Executive’s Base Salary (except as otherwise provided below in this paragraph) (“Annual Bonus”), subject to the Company’s annual incentive plan as in effect as of achievements relative to certain performance targets established by the date of this Agreement Board (or as adopted after the date of this Agreement; provided, that: (Aa compensation committee thereof) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1performance period, 2009 through the Effective Time and based on deemed achievement of 75% of target individual performance, and (B) if as applicable. Plan. Notwithstanding the Effective Time occurs after June 30foregoing, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June January 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs2022, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives payment of Parent and its subsidiaries. The your Annual Bonus, if any, will be without proration. For the fiscal year ending January 29, 2023 only (“Fiscal 2023”), in addition to your Annual Bonus, Executive shall be paid eligible to receive an additional bonus of up to $400,000 (“Additional Bonus”), that is payable in two installments, with 60% of the Additional Bonus payable upon certification of the performance results following the conclusion of the third quarter of Fiscal 2023 based on annual operating plan targets for Fiscal 2023, and the remaining 40% payable upon the certification of performance results following the conclusion of the fourth quarter of Fiscal 2023 against the annual operating plan targets, and with the ability to “true up” the payment of the third quarter installment based on performance for the fourth quarter of Fiscal 2023 to the extent that the third quarter targets are not then met. The terms and conditions of Annual Bonus and Additional Bonus shall be governed by the Company’s Annual Incentive Compensation Plan or such other plan as determined by the Compensation Committee. (b) The Executive when annual bonuses are generally paid must remain employed through the bonus payment date to other executives receive any Annual Bonus or Additional Bonus, provided, however, that in the event of termination of the Company but Executive’s employment by the Company, for any reason other than for Cause (as defined below), and the performance targets are achieved in no event later than two and one-half (2.5) months accordance with Section 3.2(a), Annual Bonuses shall be awarded pro rata based on the proportion of such fiscal year served by the Executive. The Executive shall not be entitled to any such pro rata Annual Bonuses or Additional Bonus in any fiscal year occurring after the end fiscal year in which the Executive was terminated. The Annual Bonus will be determined by the Board after receipt of the fiscal or calendar Company’s audited financials for the applicable year, as applicable.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive shall be paid an annual cash incentive award under performance bonus (an “Annual Bonus”) in respect of each calendar year that ends during the Company’s annual incentive plan as in effect as Employment Period, to the extent earned based on performance against objective performance criteria. The performance criteria for any particular calendar year shall be established by the Compensation Committee of the date of this Agreement or as adopted Board (the “Compensation Committee”) no later than 90 days after the date commencement of this Agreement; provided, that: such calendar year or at such other time as determined by the Compensation Committee. Executive’s target Annual Bonus opportunity for a calendar year shall be no less than 125% of his Base Salary during the President Period (A) if with Executive’s 2023 target Annual Bonus opportunity based on the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is Executive’s pro-rated for the period from July 1, 2009 through the Effective Time base salary in 2023 and based on deemed achievement of 75% of his new 2023 target performance, and (Bbonus opportunity level) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of his Base Salary while he serves as Chief Executive Officer (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement respective year if target levels of performance objectives for that year (as established by the Board Compensation Committee when the performance criteria for that year are established) are achieved, with greater amounts (up to 150% of Directors Executive’s Target Bonus during the President Period and up to 175% of Parent Executive’s Target Bonus while he serves as Chief Executive Officer) or lesser amounts (the “Parent Board”including zero) generally within the first three months of paid for performance above and below target (such calendar year, which performance objectives will greater and lesser amounts to be determined by Parent based upon Parenta formula established by the Compensation Committee for that year when it establishes the targets and performance criteria for that year). Executive’s guidelines and ordinary course process Annual Bonus for other senior executives of Parent and its subsidiaries. For any a calendar year following shall be determined by the Compensation Committee after the end of the calendar year in which the Effective Time occurs, the and shall be paid to Executive will be eligible when annual bonuses for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available that year are paid to other senior executives of Parent and its subsidiaries. The Annual Bonusthe Employer, if anygenerally, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end March 15 of the fiscal or following calendar year. Executive shall be eligible to earn and be paid an Annual Bonus for each year that the Executive remains employed through December 31 of that year. In carrying out its functions under this Section 6(b) the Compensation Committee shall at all times act reasonably and in good faith, as applicableand shall consult with Executive to the extent appropriate.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive earn an annual cash incentive bonus award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Annual Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon on the achievement level (threshold, target or maximum) of performance objectives established adopted by the Board of Directors of Parent (the “Parent Board”) generally Compensation Committee within the first three months of such calendar each fiscal year during the Term of Employment. During each fiscal year, which if the threshold level of performance on objectives is achieved, Executive’s Annual Bonus will be determined by Parent based upon Parent25% of Executive’s guidelines and ordinary course process for other senior executives Base Salary (which number is the “Threshold Annual Bonus”); if the target level of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occursperformance on objectives is achieved, the Executive Executive’s Annual Bonus will be eligible 50% of Executive’s Base Salary (which number is the “Target Annual Bonus”); and if the maximum level of performance on objectives is achieved, Executive’s Annual Bonus will be 100% of Base Salary (which number is the “Maximum Annual Bonus”). If the level of performance falls between achievement levels (i.e., threshold, target, or maximum), lineal interpolation shall be used to determine the amount of Executive’s Annual Bonus for such year. Any earned Annual Bonus for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on fiscal year shall be paid to Executive during the following fiscal year at the same basis time as is annual bonuses are generally made available payable to other senior executives of Parent and its subsidiaries. The Annual Bonusthe Company, if anysubject to Executive’s continuous employment through the applicable performance period, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end 15th day of the fourth month following the close of such fiscal or calendar year. On the third, the fifth, and the seventh anniversary of the Effective Date, Threshold Annual Bonus, Target Annual Bonus, and Maximum Annual Bonus, all as applicablepercentages of Executive’s Base Salary shall be reviewed by the Compensation Committee who may (but is not obligated to) adjust such percentages in its sole discretion; provided however that such percentages shall not be decreased. For fiscal year 2021 and the 2021 performance period, the minimum Annual Bonus payable to Executive shall be $300,000.

Annual Bonus. For Beginning with the 2009 and 2010 Fiscal Year that ends in calendar yearsyear 2017 (“Fiscal Year 2017”), for each Fiscal Year that occurs during the Term the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive earn an annual cash incentive award bonus (the “Bonus”) under the Company’s annual incentive plan Executive Officer Annual Incentive Plan, as in effect as amended from time to time (the “Bonus Plan”), based upon the achievement of performance goals by the Company and its subsidiaries for each such Fiscal Year established by the Compensation Committee. The Compensation Committee shall establish objective criteria to be used to determine the extent to which such performance goals have been satisfied. The range of the date of this Agreement or Bonus opportunity for each Fiscal Year will be as adopted after determined by the date of this AgreementCompensation Committee based upon the extent to which such performance goals are achieved; provided, that: (A) if provided that the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive Bonus opportunity shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award $6 million for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary each such Fiscal Year (the “Target Bonus”), and an annual provided, further, that for each Fiscal Year, the maximum cash incentive Bonus payable, pursuant to this Section 4(b), shall equal to two hundred percent (2200%) times of the Target Bonus for such Fiscal Year. Notwithstanding the foregoing, in no case may the Bonus for any Fiscal Year exceed the maximum annual bonus payable to any single individual pursuant to the Bonus Plan, it being agreed that said maximum amount shall in no event be less than $12 million per Fiscal Year. The performance goals, metrics and targets (and percentage payouts at Threshold, Target and Maximum) (collectively, “Performance Conditions”) applicable to the Executive’s Bonus for each Fiscal Year shall be consistent with the Performance Conditions that are applicable to annual bonuses for the Company’s other named executive officers under Item 402(a)(3) of Regulation S-K (the “Maximum BonusSEC Named Executive Officers”); provided, prohowever, (i) the strategic financial goal that is applicable to the other SEC Named Executive Officers shall not be applicable to the Executive, (ii) this sentence shall not apply to any one-rated time bonus arrangements made in connection with the hiring of any new SEC Named Executive Officer and (iii) nothing herein shall be construed as precluding or limiting the Compensation Committee from applying a higher range for outperformance for Executive as compared to other SEC Named Executive Officers in a manner no less favorable to the period from the Effective Time through December 31 of such calendar yearExecutive than its past practice. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid payable to the Executive when annual in respect of any Fiscal Year, will be paid at the same time that bonuses are generally paid to other executives of the Company Company, but in no event later than any event, within two and one-half (2.52½) months after the end conclusion of the fiscal or calendar year, as applicablesuch Fiscal Year.

Annual Bonus. For the 2009 and 2010 calendar years, the The Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award under bonus for each calendar year during the Company’s annual incentive plan as Employment Period in effect as an amount targeted at one hundred percent (100%) of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an Executive’s then-effective annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary base salary (the “Target Annual Bonus”), contingent upon the Executive achieving certain targeted goals that will be mutually agreed to by the Board and an annual maximum cash incentive equal to two (2) times the Target Bonus (Executive no later than 90 days after the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 commencement of such calendar year. The Target Executive shall be eligible to receive an Annual Bonus in excess of the targeted Annual Bonus if Company performance exceeds 100% of the targeted goals, and Maximum Bonus will Annual Bonuses below the target amount shall be payable if actual performance at least equals a minimum threshold, each be based upon the achievement of performance objectives established as approved by the Board in consultation with the Executive at the time the annual performance goals are established as provided in the immediately-preceding sentence. Notwithstanding the foregoing, for calendar year 2010, the Annual Bonus shall be determined based on the plan in effect prior to the Effective Date, and (i) fifty percent (50%) of Directors of Parent (the “Parent Board”) generally within Annual Bonus, based on the first three months estimate of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Annual Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives provisions of Parent and its subsidiaries. The Annual Bonusthe resolutions of the Board dated November 26, if any2010, shall be paid to the Executive when annual bonuses are generally no later than December 31, 2010, and (ii) the remaining portion of such Annual Bonus (determined based on actual performance, and offset by the prior payment) shall be paid to other executives promptly following the closing of the Company but accounting books for calendar year 2010, and in all events no later than March 15, 2011. Subject to the immediately-preceding sentence, any Annual Bonus to which the Executive may be entitled under this Section 3(b) shall be paid in cash in the form of a lump sum as soon as practicable following the completion of the financial audit for the applicable fiscal year, and in no event later than two and one-half (2.5) months April 30 after the end of the fiscal or calendar year, as applicableyear to which such Annual Bonus relates. Whether and to what degree the Executive has met the performance goals described in this Section 4(b) shall be determined by the Board in its reasonable discretion in accordance with the applicable bonus/performance goals document for that bonus year described in the first sentence of this Section 4(b) and consistent with past practices.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior a. With respect to the Effective Time2006 fiscal year, remain Executive shall be eligible to receive an the annual cash incentive award bonus to which Executive is otherwise entitled under the Company’s annual incentive plan as in effect as HCA 2006 Senior Officer Performance Excellence Program. b. With respect to each full fiscal year of HCA (a “Fiscal Year”) occurring during the date of this Agreement or as adopted after Employment Term, beginning with the date of this Agreement; provided2007 Fiscal Year, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled eligible to the payment of any annual incentive award payable with respect earn, pursuant to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for bonus program to be adopted by the fiscal year ending June 30Board, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan bonus award (an “Annual Bonus”) equal to no less than 150% a percentage of Executive’s Base Salary (the “Target Bonus”)Salary, and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of extent to which annual performance objectives targets established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiariesare met or exceeded. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than within two and one-half (2.5) months after the end of the applicable Fiscal Year. For the 2007 Fiscal Year, Executive shall be eligible to earn a target bonus of (i) 60% of Base Salary (the “Target Bonus”) if annual performance targets are met, (ii) 50% of the Target Bonus if a lower “threshold” level of performance is achieved, or (iii) two times the Target Bonus if “maximum” performance goals are achieved, with the Annual Bonus amount being interpolated, in the sole discretion of the Board, in the event that performance results exceed “threshold” goals but do not exceed “maximum” goals. For the 2007 Fiscal Year, “target” performance will be based 50% on $4,407 million in EBITDA for HCA and 50% on $1,417 million EBITDA for the Eastern Group (which will be calculated in the same way it is calculated for purposes of the vesting of options granted under the New Option Plan (as defined below) that vest based on the attainment of EBITDA targets), “threshold” performance will be 96.4%% of “target” and “maximum” performance will be 103.6% “of target” performance (with appropriate adjustments by the Board for extraordinary transactions and changes in capital expenditures). With respect to the 2008 Fiscal Year, the Board shall in good faith attempt to provide Annual Bonus opportunities to Executive that are consistent with those applicable to the 2007 Fiscal Year, unless doing so would be adverse to the interests of HCA, the Company or their shareholders. For later fiscal or calendar yearyears, as applicablethe Board will set bonus opportunities in consultation with the Chief Executive Officer of HCA.

Annual Bonus. For the 2009 and 2010 calendar yearsfiscal year ending April 30, 2015 (the Executive will: “FY 2015 Bonus”), Executive’s annual bonus shall equal the sum of (i) on for the period from the beginning of the fiscal year through the earlier of (A) April 30, 2015 and (B) the Effective Date, the amount accrued by Big Heart Pet Brands under the Big Heart Pet Brands Annual Incentive Plan applicable to Executive as of immediately prior to the Effective TimeDate, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: and (ii) (A) if the Effective Time Date occurs on or prior to June April 30, 20102015, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through and after the Effective Time Date through and based on deemed achievement of 75% of including April 30, 2015, the target performancebonus under the Prior Agreement, and prorated for such period or (B) if the Effective Time Date occurs on or after June April 30, 20102015, (x) zero. The FY 2015 Bonus shall be payable no later than July 15, 2015; provided, however, that if Executive receives the FY 2015 Bonus prior to the Effective Date, no such bonus shall be due under this Agreement. Effective May 1, 2015 and continuing the Employment Period, Executive shall be entitled eligible to participate in the Company’s Management Incentive Plan or any applicable successor plan (the “MIP”) pursuant to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance terms and in accordance with the terms of the applicable Company annual incentive plan and (y) the conditions set forth therein. Executive shall be eligible to receive an annual cash incentive award for MIP bonus (the fiscal year ending June 30, 2011 based on deemed achievement of 75“Bonus”) targeted at 100% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Executive’s Base Salary (the “Target Bonus”), and an annual ) with a maximum cash incentive opportunity equal to two 200% of Executive’s Base Salary, subject to the achievement of certain performance goals established by the Committee, which performance goals are consistent with those applicable to annual bonus opportunities for similarly situated executives of the Company. These Bonus targets may be increased (2but not decreased) times from time to time in accordance with the Target MIP or at the discretion of the Committee. MIP awards are not guaranteed and actual payment of the Bonus (is subject to the “Maximum Bonus”), pro-rated performance of the Company and its subsidiaries and Executive’s individual achievements; provided that for the period from fiscal year ended April 30, 2016, there shall be no individual achievement factor and any discretionary reduction shall be no greater than that which is applied on average to the Effective Time through December 31 Company’s named executive officers employed by the Company at the time of such calendar the determination of bonuses for the year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other the Company’s senior executives of the Company but in no event later than two and one-half (2.5) months after the end July 15th of the calendar year immediately following the applicable fiscal or calendar year to which the Bonus relates and shall not require Executive to be employed beyond the last day of the applicable fiscal year, as applicable.

Annual Bonus. For each complete calendar year that Employee is employed hereunder, Employee will be eligible for an annual bonus (the 2009 “Annual Bonus”) with a target amount of 100% of Employee’s Base Salary if the applicable targets to achieve such Annual Bonus are met. The performance targets that must be achieved in order to be eligible for certain bonus levels shall be established by the Board (or a committee thereof) annually, in its sole discretion, and 2010 communicated to Employee within the first ninety (90) days of the applicable calendar yearsyear (the “Bonus Year”). The Board (or a committee thereof) in setting the Employee’s applicable targets may consider, among other elements, stock price, earnings per share, cash flow, performance against peers, key strategic and operational objectives, business strategy and market conditions. Notwithstanding the Executive will: (i) on and prior to the Effective Timeforegoing, remain Employee shall be eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated bonus for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary 2023 (the “Target 2023 Bonus”), and an annual maximum cash incentive equal ) with a target amount of 100% of Employee’s Base Salary if the applicable targets to two (2) times the Target achieve such 2023 Bonus are met. Each Annual Bonus (and the “Maximum 2023 Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid in cash or, at Employee’s election, in fully-vested shares of Common Stock. For purposes of calculating the number of fully-vested shares of Common Stock to be granted, if chosen, the Executive when annual bonuses are generally paid to other executives Company will use the VWAP of the Company Common Stock for the final thirty (30) Business days of the relevant Bonus Year. Each Annual Bonus (and the 2023 Bonus) shall be paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than two and one-half (2.5) months after March 15 following the end of such Bonus Year (or, for the fiscal 2023 Bonus, no later than March 15, 2024). Notwithstanding anything in this Section 3(b) to the contrary, no Annual Bonus (or calendar yearthe 2023 Bonus), as applicableif any, nor any portion thereof, shall be payable for any Bonus Year unless Employee remains continuously employed by the Company from the Effective Date through the date on which such Annual Bonus or 2023 Bonus is paid.

Annual Bonus. For the 2009 and 2010 calendar years, the The Executive will: (i) on and prior to the Effective Time, remain eligible to receive shall be paid an annual cash incentive award under performance bonus (an “Annual Bonus”) in respect of each calendar year that ends during the Company’s annual incentive plan as Employment Period, to the extent earned based on performance against objective and reasonably attainable performance criteria. The performance criteria for any particular calendar year shall be determined in effect as good faith by the Committee no later than ninety (90) days after the commencement of such calendar year and, in any event, shall be substantially consistent with the performance criteria applicable to other senior executives of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated Company for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75applicable year. The Executive’s target Annual Bonus for a calendar year shall equal 169% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of his Annual Base Salary (the “Target Bonus”) for that year if target levels of performance for that year are achieved, with greater or lesser amounts (including zero) paid for performance above and below target (such greater and lesser amounts to be determined by a formula established by the Committee for that year, consistent with past practices, when it establishes the targets and performance criteria for that year), and an annual with a maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 bonus no greater than 225% of such calendar yearhis Annual Base Salary. The Target Executive’s Annual Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such for a calendar year, which performance objectives will year shall be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives the Committee after the end of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses for that year are generally paid to other senior executives of the Company generally, but in no event later than two and one-half (2.5) months after the end March 15 of the fiscal or following calendar year, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement implemented by the Employer that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as applicableamended (the “Code”). In carrying out its functions under this Section 2(b)(ii), the Committee shall at all times act reasonably and in good faith, and shall consult with Executive to the extent appropriate. The Annual Bonus shall be paid in cash, fully vested and freely transferable shares of common stock of FR (“Common Stock”) or LTIP Units (as hereinafter defined), or a combination thereof, as determined by the Committee provided that the percentage of the Executive’s Annual Bonus paid in equity shall not be greater than that of other senior executives generally.

Annual Bonus. For the 2009 and 2010 calendar years, the The Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award under bonus (the Company’s annual incentive plan as in effect as “Bonus”) targeted at one hundred percent (100%) of the date of this Agreement or as adopted after Base Salary for the date of this Agreementapplicable year; provided, that: (A) if the Effective Time occurs on or , prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for Rescission Date the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive Target Bonus shall be entitled determined without regard to any reduction to Base Salary pursuant to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary Payroll Reduction Initiative (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon on the achievement of specific annual performance objectives criteria established by the Compensation Committee of the Board of Directors of Parent (or the “Parent Board”) generally within . Any Bonus awarded following the first three months of such calendar year, which performance objectives IPO Date will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives subject to the terms of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occursXxxxx Group, the Inc. Executive will be eligible for a Target Incentive Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiariesPlan. The Annual Bonus, if any, shall be payable as soon as practicable following the completion of the Company’s audited financial statements for the year in which such Bonus is earned but no later than May 1 of the year following the year the Bonus is earned. Subject to the provisions of Section 6 hereof, the Bonus shall be payable only if the Executive is employed by the Company on the date the Bonus is paid. Notwithstanding anything herein to the contrary, the Bonus shall not include for any purpose under this Agreement (including for any purpose under Section 6) any amounts paid or that may become payable to the Executive under the terms of the Xxxxx Value Creation Plan (the “Value Creation Plan”). Notwithstanding anything herein to the contrary, in the event that the IPO Date occurs prior to May 1, 2017, fifty percent (50%) of the Executive’s Target Bonus for fiscal year 2016 shall accelerate and be paid to the Executive when annual bonuses are generally upon the consummation of the IPO, and fifty percent (50%) of the Executive’s Target Bonus for fiscal year 2016 shall be subject to actual performance. In the event that the IPO Date does not occur prior to May 1, 2017, subject to the provisions of this Section 5.3(a), any Bonus for fiscal year 2016 shall be paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicableExecutive on such date based on actual performance.

Annual Bonus. For During the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010Employment Term, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under performance bonus (an “Annual Bonus”) in respect of each calendar year that ends during the applicable Parent annual incentive plan Employment Term, to the extent earned based on performance against objective performance criteria. The performance criteria for any particular calendar year shall be determined in good faith by the Board, after consultation with the Executive, no later than ninety (90) days after the commencement of such calendar year. The Executive’s targeted Annual Bonus for a calendar year shall equal to no less than 150100% of the Executive’s Base Salary for such calendar year (the “Target Bonus”) if target levels of performance for such year are achieved, with greater or lesser amounts (including zero) paid for performance above and below target (such greater and lesser amounts to be determined by a formula established by the Board for such year when it establishes the targets and performance criteria for such year), and an annual ; provided that the Executive’s maximum cash incentive Annual Bonus for any calendar year during the Employment Term shall equal to two (2) times 200% of the Target Bonus Executive’s Base Salary for such calendar year (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Executive’s Target Bonus and Maximum Bonus will each shall be based upon the achievement of performance objectives established subject to annual review by the Board of Directors of Parent (the “Parent Board”or a committee thereof) generally within during the first three months ninety (90) days of such each calendar year, which performance objectives will and the Target Bonus and Maximum Bonus for such calendar year may be increased above, but not decreased below, the levels for the preceding calendar year, by the Board. The Executive’s Annual Bonus for a calendar year shall be determined by Parent the Board after the end of the applicable calendar year based upon Parent’s guidelines on the level of achievement of the applicable performance criteria, and ordinary course process for other senior executives of Parent and its subsidiaries. For any shall be paid to the Executive in the calendar year following the calendar year in to which the Effective Time occurs, the Executive will be eligible for a Target such Annual Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on relates at the same basis as is generally made available time annual bonuses are paid to other senior executives of Parent the Company, subject to continued employment at the time of payment (except as otherwise provided in Section 8 hereof). Notwithstanding the foregoing, with respect to the 2010 calendar year, the Executive shall receive an Annual Bonus equal to the greater of (a) the Target Bonus, and its subsidiaries. The (b) the Annual Bonus for calendar year 2010 based on actual results for such year, in each case, prorated for the portion of 2010 that the Executive was employed by the Company (determined by multiplying the Target Bonus or the Annual Bonus, if anyas applicable, shall be paid to by a fraction, the numerator of which is the number of days during the calendar year that the Executive when annual bonuses are generally paid to other executives of was employed by the Company but and the denominator of which is 365), payable in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicableaccordance with this Section 4.

Annual Bonus. For During the 2009 and 2010 calendar yearsTerm, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under shall participate in the Company’s annual incentive plan as in effect as bonus program generally applicable to named executive officers of the date Company on substantially the same terms and conditions generally applicable to such named executive officers; provided that (i) 50% of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an Executive’s annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and bonus will be determined based on deemed achievement of 75achieving Adjusted EBITDA-based performance goals and 50% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual achieving net cash flow-related performance goals; and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder applicable performance goals will be established by the Compensation Committee of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary Board (the “Committee”) in good faith after consultation with the Executive in advance. Executive’s minimum bonus opportunity (“Minimum Bonus”), target bonus opportunity (“Target Bonus”), ) and an annual maximum cash incentive equal to two bonus opportunity (2) times the Target Bonus (the “Maximum Bonus”)) shall be 50%, pro-rated 120% and 240%, respectively of Base Salary. Executive will earn the applicable portion of his Maximum Bonus upon achievement of 115% of the applicable performance goal established by the Committee after consultation with Executive. Executive will earn the applicable portion of his Minimum Bonus upon achievement of 90% of the applicable performance goal established by the Committee after consultation with Executive. Executive’s annual bonus will be determined based on linear interpolation for performance falling between the period from the Effective Time through December 31 of such calendar year. The applicable performance goals for Target Bonus and Maximum Bonus will each and between the applicable performance goals for Minimum Bonus and Target Bonus. Notwithstanding the foregoing, for the 2010 performance year, Executive’s Target Bonus shall be (i) based on the Company’s attainment of an Adjusted EBITDA-based performance target that has been mutually agreed upon the achievement of performance objectives established by the Board Compensation Committee and the Executive and (ii) pro rated for the portion of Directors of Parent (the “Parent Board”) generally within 2010 fiscal year this Agreement is in effect. Any annual bonus payable to Executive shall be paid during the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which performance year and no later than five days following the Effective Time occurs, filing of the Executive will be eligible Company’s Form 10-K for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonusperformance year (or, if anythe Company is not required to or does not file a Form 10-K, shall be paid to no later than five days following the Executive when annual bonuses are generally paid to other executives completion of the Company but in no event later than two and one-half (2.5) months after the end audit of the fiscal or calendar applicable performance year, as applicable).

Annual Bonus. For In addition to Executive’s Base Salary, during the 2009 and 2010 calendar years, the Term Executive will: (i) on and prior to the Effective Time, remain eligible shall continue to receive an annual cash incentive award under the Companybonus for services rendered by Executive to Xxxxxxx Energy equal to a specified percentage of Executive’s Base Salary, subject to applicable withholdings and deductions, which shall be payable to Executive at such time as annual incentive plan as bonuses are paid to other executives of SOG, but in effect as no event later than March 15 of the date year following the year to which the annual bonus relates (the “Annual Bonus”). For the avoidance of this Agreement or doubt, Executive’s Annual Bonus for fiscal 2019 shall include such amounts as adopted after are approved as part of the date Annual Bonus by the Special Committee of this Agreementthe Xxxxxxx Board. Executive’s Annual Bonus shall be determined in a manner and utilizing a qualitative assessment of financial and individual performance achievements consistent with the determination of Executive’s Annual Bonus in prior years, including without limitation those achievements and other factors specified in Xxxxxxx Energy’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2018; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive Annual Bonus may not be decreased by Xxxxxxx Energy during the term of this Agreement, but may be increased in the absolute discretion of SOG Board, or any authorized committee thereof, and the Xxxxxxx Board, or any authorized committee thereof, in accordance with the rules and procedures governing such Boards and the terms of the Services Agreement. To the extent Executive’s Annual Bonus is increased during the Term, such increased rate shall receive an annual cash incentive award that is pro-rated thereafter be considered Executive’s “Annual Bonus” for purposes of this Agreement. During the Term, Xxxxxxx Energy will continue to reimburse SOG for the period from July 1full gross amount of Executive’s Annual Bonus, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicableServices Agreement.

Annual Bonus. For With respect to each full calendar year ------------ during the 2009 and 2010 calendar yearsEmployment Term, the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive earn an annual cash incentive bonus award under (an "Annual Bonus") in such amount as determined in the Company’s annual incentive plan sole discretion of the Board; provided, that for calendar year -------- 1999, Executive's Annual Bonus opportunity shall be equal to 75% of Executive's Base Salary (the "Target Bonus"), which shall be payable based on the same performance criteria as in effect for OXO under its annual incentive as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or in effect immediately prior to June 30August 3, 20101999. In addition, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1calendar year 2000, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to participate in the payment of any Company's annual incentive award payable with respect plan, and if and to the fiscal year ending June 30, 2010 based on actual extent that certain minimum financial performance and in accordance with the terms targets of the applicable Company are achieved (as such targets are established by the Board) (the "Minimum Targets"), Executive's Annual Bonus shall equal the Target Bonus; provided, further, that if and to the extent that the -------- ------- Company's financial performance exceeds the Minimum Targets, Executive may be entitled to receive a higher Annual Bonus, which shall not exceed an amount equal to up to 200% of Executive's Base Salary. The annual incentive plan and (y) the Executive for calendar year 2000 shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 be designed to provide that 25% of Executive's Annual Bonus opportunity shall be based on deemed the Company's achievement of certain corporate objectives and that 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Executive's Annual Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each opportunity shall be based upon the on OXO's achievement of performance objectives certain corporate objectives, as established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year 2001, 50% of Executive's Annual Bonus opportunity shall be based on the Company's achievement of certain corporate objectives and that 50% of Executive's Annual Bonus o be based on OXO's achievement of certain corporate objectives. For calendar years following the calendar year in which the Effective Time occurs2001, the Executive will be eligible for Company shall create and maintain a Target Bonus and a Maximum Bonus in accordance with Parent’s new annual incentive plan on plan, with performance criteria and bonus formulas to be established annually by the same basis as is generally made available to Compensation Committee of the Board, after consultation with Executive and other members of the Company's senior executives of Parent and its subsidiariesmanagement. The Notwithstanding the foregoing, at no time during the Employment Term shall Executive's Annual Bonus opportunity be reduced below the Target Bonus, if any, shall and such opportunity may be paid to increased at the Executive when annual bonuses are generally paid to other executives discretion of the Company but Board, in no event later than two proportion with any significant increase in Executive's duties and one-half (2.5) months after the end of the fiscal or calendar year, as applicableresponsibilities.

Annual Bonus. For each calendar year during the 2009 and 2010 calendar years, Employment Term (including for all of 2024 without pro-ration) the Executive will: (i) on and prior to the Effective Time, remain Employee shall be eligible to receive an annual cash incentive award payment under the Company’s annual incentive bonus plan as may be in effect as of from time to time (the date of this Agreement or as adopted after the date of this Agreement; provided“Annual Bonus”), that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of a target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan bonus opportunity equal to no less than 150% of the Employee’s Base Salary (the “Target Bonus”), upon the attainment of one or more pre-established performance goals established by the Board (or a committee thereof) in its sole discretion in consultation with the Employee. The Company expects that the Board (or a committee thereof) will formally review performance at least annually in consultation with the Employee. The Employee’s Annual Bonus for a calendar year shall be determined by the Board (or a committee thereof) after the end of the applicable calendar year based on the level of achievement of the applicable performance criteria, and an annual maximum cash incentive equal shall be paid to two the Employee in the calendar year (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 but no later than March 15 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in to which the Effective Time occurs, the Executive will be eligible for a Target such Annual Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on relates at the same basis as is generally made available time annual bonuses are paid to other senior executives of Parent and its subsidiariesthe Company, subject to continued employment at the time of payment. The Annual BonusBonus may be paid in the form of cash or equity under the 2003 Equity Incentive Plan, if anyas amended (the “Plan”), shall as determined by the Compensation Committee of the Board, following consultation with the Employee. Notwithstanding the forgoing, the Employee’s Annual Bonus for 2024 will be paid entirely in cash and in an amount no less than target (and without proration), it being agreed that the Company will pay to the Employee an amount in cash equal to the Employee’s target Annual Bonus on or before December 31, 2024, and any amounts payable above target based on the actual level of achievement of the applicable performance criteria will be paid to the Executive when Employee at the same time annual bonuses are generally paid to other senior executives of the Company but Company. For the avoidance of doubt, for purposes of calculating Employee’s “Bonus” under the Severance Plan (as defined below), in no the event later than two and one-half Employee incurs a Qualifying Termination (2.5as defined in the Severance Plan) months after prior to the end of date in which Employee’s Annual Bonus for 2024 is paid, the fiscal or calendar year, as applicable“Bonus” shall be equal to Employee’s target Annual Bonus for 2024.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior Subject to Section 6(d), in respect of each fiscal year of LVSC (a “Fiscal Year” which, as of the Effective TimeDate is the period January 1 through December 31) ending during the Term, remain Executive shall be eligible to receive an annual cash incentive award bonus (the “Annual Bonus”) under the CompanyExecutive Cash Incentive Plan equal to a percentage of Executive’s annual incentive plan as in effect as Base Salary for the Fiscal Year. One half of the date Annual Bonus (the “Financial Performance Bonus”) shall be subject to the achievement of this Agreement annual targets primarily based on EBITDAR to be established in the sole discretion of the Committee following consultation with senior management (the “Target”). The remaining one half of the Annual Bonus (the “Individual Performance Bonus”) shall be payable subject to the Committee’s assessment of the extent, if any, by which Executive’s performance for such Fiscal Year meets or as adopted after exceeds the date individual performance criteria established by the Committee for such Fiscal Year, which performance criteria shall be communicated to Executive by no later than the 89th day of this Agreement; providedsuch Fiscal Year (or, that: (A) if in the case of the 2006 Fiscal Year, within 30 days of the Effective Time occurs on or prior to June 30, 2010Date). In the event that eighty percent (80%) of the Target is not achieved in respect of a Fiscal Year, the Executive Financial Performance Bonus percentage for such Fiscal Year shall receive an annual cash incentive award be zero percent (0%). In the event that one hundred and ten percent (110%) of the Target is pro-rated achieved in respect of a Fiscal Year, the Financial Performance Bonus for that Fiscal Year shall be calculated using the maximum Financial Performance Bonus percentage. The Financial Performance Bonus shall be calculated using straight line interpolation for performance between eighty percent (80%) of Target and one hundred percent (100%) of Target. The Annual Bonus for the period 2006 Fiscal Year, if any, will be prorated by the Committee to reflect Executive’s service from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performanceDate through December 31, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and2006. (ii) for The target Annual Bonus percentage shall be sixty percent (60%) of Base Salary and the remainder maximum Annual Bonus percentage shall be one hundred and twenty percent (120%) of Base Salary (such that the calendar year in which the Effective Time occurs, target Financial Performance Bonus percentage and target Individual Performance Bonus percentages shall each be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 15030% of Base Salary and the maximum Financial Performance Bonus percentage and maximum Individual Performance Bonus percentages shall each be 60% of Base Salary). Notwithstanding the foregoing, commencing with the 2006 Fiscal Year and for each Fiscal Year of the Term during which Executive is employed thereafter, if the Company sustains for at least six (6) months annualized EBITDAR levels at the “Target Bonus”)threshold levels described below, the target Annual Bonus percentage and an annual the maximum cash incentive Annual Bonus percentage shall at least equal the corresponding percentages described in the following table (and shall continue to two (2) times be divided between the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Financial Performance Bonus and Maximum the Individual Performance Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicable.described above):

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior to During the Effective TimeEmployment Period, remain Executive shall be eligible to receive for an annual cash incentive award under bonus in an amount determined by the President based on Executive’s performance of his duties and the Company’s annual incentive plan as other compensation policies (the “Annual Bonus”). For the three year period commencing on the Effective Date through the third anniversary thereof, the target for the Executive’s Annual Bonus shall be one hundred thousand dollars ($100,000) (the “Target Amount”) per year. The Executive’s right to any bonus payable pursuant to this Section 2.2 shall be contingent upon Executive being employed by the Company on the date of an installment payment of a bonus described in effect 2.2(a)(ii), (iii) or (iv) or, for other Annual Bonuses, the date such Annual Bonus is generally paid to executives of the Company; provided, however, that if Executive is not employed by the Company as of the date of this Agreement or as adopted after payment of the date of this Agreement; providedlast installment bonus pursuant to Section 2(a)(iv) due to the Company’s decision not to renew the Employment Period beyond the Initial Period, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the then Executive shall receive an annual cash incentive award that such last installment bonus payment when it is pro-rated for generally paid to other members of senior management. (ii) For the twelve (12) month period from July 1, 2009 through commencing on the Effective Time and based on deemed achievement of 75% of target performanceDate, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no Annual Bonus not less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar yearAmount, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to in four equal quarterly installments commencing on or about July 31, 2002. (iii) For the Executive when annual bonuses are generally paid to other executives twelve (12) month period commencing on the first anniversary of the Company but in no event later Effective Date, Executive shall be entitled to an Annual Bonus not less than two and one-half one hundred percent (2.5100%) months after the end of the fiscal Target Amount, which shall be paid in four equal quarterly installments commencing on or calendar yearabout July 31, as applicable2003. (iv) For the twelve (12) month period commencing on the second anniversary of the Effective Date, Executive shall be entitled to an Annual Bonus not less than fifty percent (50%) of the Target Amount, which shall be paid in four equal quarterly installments commencing on or about July 31, 2004.

Annual Bonus. For During the 2009 and 2010 calendar yearsTerm, subject to Section 4(b), Executive shall have the Executive will: (i) on and prior opportunity to the Effective Time, remain eligible to receive earn an annual cash incentive award under the Company’s annual incentive plan as in effect as bonus (“Annual Bonus”), with a target bonus opportunity of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150100% of Base Salary (the “Target Bonus”), under a bonus plan to be established in good faith by the Company, based upon reasonably attainable objectives (which may be based on a number of financial and an annual maximum cash incentive equal operational metrics, including but not limited to two EBITDA) and reasonably attainable subjective factors set by the Board or Compensation Committee of the Board (2the “Compensation Committee”) times annually, in advance, after consultation with Executive; provided, however, that for calendar year 2013, Executive’s Annual Bonus payout shall not be less than the Target Bonus (the “Maximum Bonus”), pro-rated amount determined as if Executive had worked for the period from the Effective Time through December 31 of such entire 2013 calendar year. The ; and provided further, that for calendar years beginning after December 31, 2013, Executive shall be entitled to the Target Bonus and Maximum Bonus will each be based amount upon the achievement of at least 80% and up to 105% of the reasonably attainable performance objectives established by the Board Compensation Committee after consultation with Executive, and for all calendar years during the Term, Executive shall be entitled to an Annual Bonus of Directors up to 150% of Parent the Target Bonus, as determined by the Compensation Committee, upon achievement of greater than 105% of the performance objectives. For the avoidance of doubt, for calendar years 2014 through 2016, (i) in the “Parent Board”) generally within event less than 80% of the first three months of such calendar year, which performance objectives will are achieved, Executive shall not be determined by Parent based upon Parent’s guidelines entitled to an Annual Bonus, and ordinary course process (ii) if between 80% and 105% of the performance objectives are achieved, the Annual Bonus shall equal the Target Bonus amount. The Annual Bonus payable for other senior executives of Parent and its subsidiaries. For any calendar year shall be paid in cash and in a lump sum during the following year, at the calendar time and in the manner such bonuses are paid to other similarly situated executives receiving annual bonus payments promptly after results have been determined (which for the avoidance of doubt shall be after the Board’s receipt of audited financials for the year in to which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid relates), subject, except as otherwise provided herein, to the Executive when annual bonuses are generally paid to other executives Executive’s continued employment through December 31 of the Company but in no event later than two and one-half (2.5) months after calendar year to which the end bonus relates, regardless of whether Executive is employed on the fiscal or calendar year, as applicabledate of payment.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award under bonus (“Annual Bonus”) for each full calendar year beginning on or after January 1, 2015 that he is employed with the CompanyCompany during the Term (each such calendar year, a “Bonus Year”) in which the Company achieves certain targets as set forth by the Compensation Committee of the Board (the “Compensation Committee”), and the amount of such bonus shall have a target range (assuming all performance targets are met or exceeded) of 200% to 300% of Executive’s annual incentive plan Base Salary for the applicable Bonus Year; provided that Executive shall not be entitled to an Annual Bonus for any Bonus Year, unless the Compensation Committee determines otherwise, in which the Company does not achieve such targets, as in effect as of determined by the Compensation Committee; and provided further, that Executive shall not be entitled to any Annual Bonus if Executive’s employment is terminated by the Company for Cause prior to the date of this Agreement or as adopted after payment of such Annual Bonus and, subject to the date of this Agreement; providedexceptions set forth in Sections 4.3(b)(ii), that: (A4.3(b)(1), 4.3(c)(ii), 4.3(c)(1), 4.3(d)(ii) if the Effective Time occurs on or prior to June 30, 2010, the and 4.3(e)(iii) Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall not be entitled to any Annual Bonus if Executive is not employed by the payment of any Company on the date the Compensation Committee determines annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms bonuses for executive officers of the applicable Company annual incentive plan Company. For purposes of Sections 4.3(b)(3), 4.3(c)(1), 4.3(c)(3) and (y) 4.3(d)(1), “target” Annual Bonus shall be deemed to be the Executive shall receive an annual cash incentive award for mid-point of the fiscal year ending June 30, 2011 based range of percentages of Executive’s Base Salary specified in the previous sentence. The Annual Bonus will be paid on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder March 15 of the calendar year immediately following the Bonus Year to which it relates. Each Bonus Year during the Term, the Compensation Committee will review the structure of the targets provided by it for the preceding Bonus Year and establish the targets for the Bonus Year as it deems appropriate. For purposes of clarity, no compensation or other benefit under this Agreement replaces or is in which lieu of Executive’s annual cash bonus opportunity for the Effective Time occurs2014 calendar year, and Executive shall continue to be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus bonus in accordance with ParentExecutive’s annual incentive plan on the same basis rights as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid in effect immediately prior to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicableEffective Date.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award under bonus (“Annual Bonus”) for each full calendar year beginning on or after January 1, 2016 that he is employed with the CompanyCompany during the Term (each such calendar year, a “Bonus Year”) in which the Company achieves certain targets as set forth by the Compensation Committee of the Board (the “Compensation Committee”), and the amount of such bonus shall have a target range (assuming all performance targets are met or exceeded) of 100% of Executive’s annual incentive plan Base Salary for the applicable Bonus Year; provided that Executive shall not be entitled to an Annual Bonus for any Bonus Year, unless the Compensation Committee determines otherwise, in which the Company does not achieve such targets, as in effect as of determined by the Compensation Committee; and provided further, that Executive shall not be entitled to any Annual Bonus if Executive’s employment is terminated by the Company for Cause prior to the date of this Agreement or as adopted after payment of such Annual Bonus and, subject to the date of this Agreement; providedexceptions set forth in Sections 4.3(b)(ii), that: (A4.3(b)(1), 4.3(c)(ii), 4.3(c)(1), and 4.3(e)(iii) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall not be entitled to any Annual Bonus if Executive is not employed by the payment of any Company on the date the Compensation Committee determines annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms bonuses for executive officers of the applicable Company annual incentive plan Company. For purposes of Sections 4.3(b)(3), 4.3(c)(1), and (y) 4.3(c)(3), “target” Annual Bonus shall be deemed to be the Executive shall receive an annual cash incentive award for mid-point of the fiscal year ending June 30, 2011 based range of percentages of Executive’s Base Salary specified in the previous sentence. The Annual Bonus will be paid on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder March 15 of the calendar year immediately following the Bonus Year to which it relates. The Compensation Committee may, in which the Effective Time occursits sole discretion, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal determine that up to no less than 15050% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target value of any Annual Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives in stock of the Company but (as determined by the Compensation Committee) and the remainder of such Annual Bonus shall be paid in no event later than two and one-half (2.5) months after cash. Each Bonus Year during the end Term, the Compensation Committee will review the structure of the fiscal or calendar year, targets provided by it for the preceding Bonus Year and establish the targets for the Bonus Year as applicableit deems appropriate.

Annual Bonus. (a) For each calendar year during the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010Term, the Executive shall be eligible to receive an a discretionary annual cash incentive award that is pro-rated for the period from July 1bonus, 2009 through the Effective Time and based on deemed subject to achievement of 75% specified goals and objectives (collectively, the “Performance Criteria”). The Performance Criteria shall be reasonably determined by the Parent Board and the Bank Board, as applicable, or a committee thereof, pursuant to the Company’s CEO Evaluation Policy and Procedures dated November 2013 (a copy of target performancewhich is attached hereto), andas amended from time to time in the discretion of the Company (as amended, the CEO Policy”), after consultation with the Executive, within ninety (90) days after the end of each calendar year (not contract year) arising during the Term; provided, however, that the Performance Criteria for each such year shall include a requirement that Executive receive at least an “Acceptable” overall rating in his Chief Executive Officer evaluation conducted pursuant to the CEO Policy. The Performance Criteria for 2014 are set forth on Exhibit D annexed to this Agreement. (Bb) if the Effective Time occurs after June 30, 2010, (x) the Executive The “Minimum Bonus Amount” shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan amount equal to no less than 150% fifty percent (50%) of Executive’s Annual Base Salary (Salary, the “Target Bonus”Bonus Amount” shall be an amount equal to seventy-five percent (75%) of Executive’s Annual Base Salary, and the “Maximum Bonus Amount” shall be an amount equal to one hundred and twenty-five percent (125%) of Executive’s Annual Base Salary. If at least eighty percent (80%) but less than one hundred percent (100%) of the Performance Criteria has been achieved (and the Executive has received at least an “Acceptable” overall rating in his Chief Executive Officer evaluation conducted pursuant to the CEO Policy), and an annual maximum cash incentive equal to two (2) times the amount of the bonus shall be at least the Minimum Bonus Amount but shall be less than the Target Bonus Amount. If one hundred percent (100%) of the Performance Criteria has been achieved or the Performance Criteria has been exceeded in less than a meaningful manner (and the Executive has received at least an “Acceptable” overall rating in his Chief Executive Officer evaluation conducted pursuant to the CEO Policy), the amount of the bonus shall be the Target Bonus Amount. If the Performance Criteria has been exceeded in a meaningful manner but less than one hundred and twenty-five percent (125%) (and the Executive has received at least an “Acceptable” overall rating in his Chief Executive Officer evaluation conducted pursuant to the CEO Policy), the amount of the bonus shall be at least seventy-six percent of Executive’s Annual Base Salary but shall be less than the Maximum Bonus Amount. If one hundred and twenty-five percent (125%) of the Performance Criteria has been achieved or exceeded (and the Executive has received at least an “Acceptable” overall rating in his Chief Executive Officer evaluation conducted pursuant to the CEO Policy), the amount of the bonus shall be the Maximum Bonus Amount. The determination of what percentage of the Performance Criteria has been achieved, whether the Performance Criteria has been exceeded in less than a meaningful manner or in a meaningful manner, and by how much the Performance Criteria has been exceeded, as well as the determination of the amount of the annual bonus within the ranges specified above, shall be made in good faith by the Parent Board and the Bank Board, as applicable, or a committee thereof, and such determinations shall be conclusive and binding on the Executive. (c) The annual discretionary cash bonus actually awarded to the Executive from time to time during the Term shall be referred to in this Agreement as the “Maximum Annual Bonus.”), pro-rated for (d) Each Annual Bonus shall be paid in the period from year (not later than March 15th) of the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in for which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as bonus is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicablebeing paid.

Annual Bonus. For During the 2009 and 2010 calendar yearsTerm, the Executive will: (i) on and prior to the Effective Time, remain Employee shall be eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: performance bonus payment (Aa “Performance Bonus”) if the Effective Time occurs on or prior for each calendar year pursuant to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for performance bonus program (the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled “Bonus Plan”). Pursuant to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable Company calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual incentive plan Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board and the Employee will mutually determine and will establish in writing (yi) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30applicable performance targets, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year in to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Effective Time occurs, be eligible Company’s unaudited financial statements for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives but in no event later than March 15 of Parent and its subsidiaries. For any the calendar year following the calendar year in to which the Effective Time occurssuch Performance Bonus relates. For purposes of clarity, the Executive will be eligible for reference in the preceding sentence to a Target Performance Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan being deemed “earned” on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives last day of the Company but in no event later than two and one-half (2.5) months after calendar year applies to a calendar year for which Employee is employed on the end last day of the fiscal or calendar year, as applicable.

Annual Bonus. For In addition to the 2009 and 2010 Base Salary, for each calendar yearsyear that ends during the Employment Period, the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive performance-based bonus award under payment (the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A“Annual Bonus”) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and determined in accordance with the terms of and conditions set forth in the applicable Company Company’s annual incentive bonus plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30that year, 2011 based on deemed achievement with a target Annual Bonus of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual up to a maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year150% of Base Salary. The Target Bonus and Maximum Bonus will each percentage shall be based upon the achievement of performance objectives established reviewed at least annually by the Board and is subject to adjustment at the discretion of Directors the Board, but may in no event be less than 75% of Parent Base Salary. The Executive shall be paid Annual Bonus amounts, if any, in cash (except as otherwise provided in the “Parent Board”following sentence) generally within at the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for same time as the other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company are paid corresponding annual performance bonus amounts, but in no event later than two and one-half (2.52-1/2) months following the calendar year with respect to which the Annual Bonus is earned, provided that he is employed hereunder as of the date such amount is paid, or due to be paid, except as otherwise provided in Section 5 below. At the Company’s election, up to 50% of the after-tax amount of the Executive’s Annual Bonus amounts, if any, paid after the end Effective Date with respect to each of 2010 and 2011 (such amount, the “Stock Bonus”) may be paid in Shares (as defined below), with such Shares (the “Bonus Shares”) to be valued for this purpose at Fair Market Value (as determined in accordance with Section 13 of the fiscal form of Stock Option Agreement appended hereto as Exhibit C) on the date they are issued to the Executive. The Bonus Shares shall in all respects be subject to that certain stockholders agreement, dated on or calendar yeararound the Effective Date and in the form attached hereto as Exhibit A, by and among the Parent and the stockholders named therein, as applicableit may be amended or modified from time to time in accordance with its terms (the “Stockholders Agreement”) (without regard to whether or not the Executive is a party to the Stockholders Agreement) and, if requested by Parent, shall be conditioned on the Executive delivering to Parent an agreement or certificate containing such representations, warranties and covenants as Parent reasonably determines are necessary or appropriate to satisfy any applicable securities laws and regulations or any regulation of any stock exchange or security market on which Parent’s securities may be traded. If at any time during the Employment Period, the Board decides to continue, or implement, a bonus program that operates on a quarterly, rather than an annual basis, such quarterly bonus program will be administered in a manner consistent with the terms of this Section 2(b). Notwithstanding anything to the contrary contained herein and without limiting any other rights and remedies of the Company, if the Executive has engaged in fraud or other misconduct that contributes to any adverse financial restatements or material loss, the Company may require repayment by the Executive of any Annual Bonus that has already been paid (whether paid in cash or bonus stock), but only to the extent that the original payment exceeded the lower amount that would have been paid as such Annual Bonus based on results that reflected such restated financials and/or material loss.

Annual Bonus. For During the 2009 Employment Term and 2010 calendar yearscommencing with fiscal year 2019, the Executive will: (i) on and prior to the Effective Time, remain shall be eligible to receive an annual cash incentive award payment under the Company’s Annual Incentive Plan sometimes also referred to as the “Management Performance Plan” as may be in effect from time to time (any such annual incentive plan bonus, an “Annual Bonus”) with an aggregate target bonus opportunity equal to 158.333% of the Base Salary as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in to which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary Annual Bonus relates (the “Target Bonus”), and an annual maximum cash incentive which shall be comprised of: (i) a capped portion equal to two (2) times the Target Bonus 75% of Base Salary (the “Maximum BonusCapped Portion”), pro-rated for plus (ii) an uncapped portion equal to 83.333% of Base Salary (the period from “Uncapped Portion”). For the Effective Time through December 31 initial year of this Agreement, such calendar year158.333% Target Bonus would result in an aggregate payment of $950,000 at fully realized target performance. The Target Executive shall be eligible to receive this Annual Bonus and Maximum Bonus will for each be based performance year during the Employment Term upon the achievement attainment of threshold performance objectives of one or more pre-established performance goals established by the Board (or a committee thereof) in its reasonable discretion, after consulting with the Executive. The actual amount of Directors the Capped portion of Parent (the “Parent Board”) generally within the first three months Annual Bonus may vary from a minimum of 0% of such calendar yearCapped Portion to a maximum of 200% of such Capped Portion, based upon the extent to which actual performance objectives will is below or above the applicable threshold levels of performance, and shall be determined pursuant to a formula established in good faith by Parent the Board (or a committee thereof) for the applicable performance period. The actual amount of the Uncapped Portion of the Annual Bonus may vary from a minimum of 0% of such Uncapped Portion to an unlimited maximum, based upon Parentthe extent to which actual performance is below or above the applicable threshold levels of performance, and shall be determined pursuant to a formula established in good faith by the Board (or a committee thereof) for the applicable performance period. Bonus recommendations are made by management and subsequently approved by the Board’s guidelines and ordinary course process for other senior executives of Parent and its subsidiariesCompensation & Leadership Development Committee. For any calendar Any Annual Bonus payable hereunder shall be paid in the fiscal year following the calendar end of the fiscal year in to which the Effective Time occurssuch Annual Bonus relates, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on at the same basis as is generally made available time annual bonuses are paid to other senior executives of Parent and its subsidiaries. The Annual Bonusthe Company, if any, shall be paid subject to the Executive when annual bonuses are generally paid Executive’s continued employment with the Company through the date of payment, except as otherwise provided in Section 9 hereof or due to other executives expiration of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicablestated Employment Term under this Agreement.

Annual Bonus. For the 2009 and 2010 calendar years, the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for the period from July April 1, 2009 2014 through the Effective Time and based on deemed achievement of 75% of target performanceTransition Date, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect be paid such cash bonus as he would have been entitled to the fiscal year ending June 30, 2010 based on actual performance and in accordance with the terms under Section 2(b)(i) of the applicable Company annual incentive plan Prior Agreement (and (y) applying the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) for the remainder of the calendar year in which the Effective Time occurs, be eligible for an annual target cash incentive under the applicable Parent annual incentive plan equal to no less than 150% of Base Salary (the “Target Bonus”), and an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives same targets that had been established by the Board of Directors of Parent (the “Parent Board”to achieve such bonus) generally within the first three months had such agreement been in effect for all of such calendar yearperiod (it being understood that such bonus shall be pro-rated based on the number of days in the aforementioned period divided by 365). This subsection entirely replaces Section 2(b)(i) of the Prior Agreement and except as implemented by this subjection, which performance objectives no bonus is or will be determined by Parent based upon Parent’s guidelines due thereunder. (ii) Effective for the Stub Period, the Year 1 Period and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year Year 2 Period (each, as defined in which the Effective Time occursSchedule A), the Executive will shall be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s to be paid an annual incentive plan bonus in cash in an amount of up to one hundred fifty percent (150%) of the Executive’s Salary with respect to the applicable period subject to satisfaction of performance-related milestones, as specified on the same basis as is generally made available to other senior executives Schedule A. (iii) One half (1/2) of Parent all bonus amounts due under subsection (b)(i) and its subsidiaries. The Annual Bonus, if any, (b)(ii) of this Section 4 shall be paid within thirty (30) days of the Employer’s fiscal year end based upon a good faith estimate of the relevant financial measurements provided by management to the Executive when annual bonuses are generally paid Compensation Committee prior to other executives completion of the Company annual audit and reasonably approved by such committee (such bonus amounts being referred to as the “Preliminary Bonus”). After paying the Preliminary Bonus for a given completed period for which a bonus appears to be due, all remaining bonus amounts under subsection (b)(i) and (b)(ii) of this Section 4 (i.e., net of the Preliminary Bonus), shall (x) be paid within thirty (30) days after the revenue and EBITDA criteria are determined for the applicable period in the manner described in Schedule A, but in no event not later than two and one-half (2.52-1/2) months after following the end later of the last day of the calendar year or the last day of the Employer’s fiscal or calendar yearyear in which the applicable period with respect to which the bonus is determined ends, as applicableand (y) be conditioned on Executive being employed throughout the entire applicable period with respect to which the bonus is determined. If any part of the Preliminary Bonus that was paid to Executive would not, applying the final determination of bonus entitlement using Schedule A for the fiscal period in question, have been due to Executive, then after notification to the Executive, the Executive shall promptly repay such part of the Preliminary Bonus to the Employer without interest.