Common use of Annual Bonus Clause in Contracts

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in 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 calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During For the Term2009 and 2010 calendar years, Employee shall be the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual performance bonus payment 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 “Performance Bonus”A) for each calendar year pursuant 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 bonus program (the “Bonus Plan”). Pursuant to and in accordance with the terms of the Bonus Planapplicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, each annual Performance Bonus shall be payable 2011 based on the deemed achievement of reasonable 75% of target performance targets established in accordance herewithand pro-rated for the period from July 1, and 2010 through the Effective Time; and (ii) for each the remainder of the calendar year Employee’s in which the Effective Time occurs, be eligible for an annual target Performance Bonus shall be cash incentive under the applicable Parent annual incentive plan equal to 100no less than 150% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that and an annual maximum cash incentive equal to two (2) times the percentage Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of Employee’s annual Base Salary that applies for purposes such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement 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) performance objectives established by the Board of Directors of Parent (or a designated committee thereofthe “Parent Board”) in its discretion. For each generally within the first three months of such calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable which performance targets, (ii) the 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) objectives will be deemed earned on the last day 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 which such bonus relates other senior executives of Parent and will its subsidiaries. The Annual Bonus, if any, shall be paid to Employee as soon as administratively feasible following preparation the Executive when annual bonuses are generally paid to other executives of the Company’s unaudited financial statements for the applicable calendar year, Company but in no event later than March 15 two and one-half (2.5) months after the end of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the fiscal or calendar year, except as otherwise provided in Section 5applicable.

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 10080% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 10080% (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) and the Employee will mutually determine and will establish in writing (i) the applicable performance targets, (ii) the 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through on the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Company’s Management Incentive Plan or any successor arrangement thereto (“MIP”), the Executive shall be eligible to receive 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 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 Planthat the Executive will be able to earn upon achievement of certain percentages of the Targets, each annual Performance 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 payable based on determined by the achievement Compensation Committee, in its reasonable discretion following the completion of reasonable performance targets established in accordance herewiththe Company’s audit for such fiscal year, and the Annual Bonus for each calendar a given fiscal year Employee’s target Performance 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 100% of Employee’s annual Base Salary in effect the Annual Bonus that the Executive would have received under the MIP, based on the last day Target for such fiscal year, multiplied by a fraction, the numerator of which shall be the applicable calendar number of days during such fiscal year he was so employed and the denominator of which shall be the number of days in such fiscal year (the “Target Performance Pro Rata Annual Bonus”); provided, that . The Executive also may be entitled to the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Annual Bonus for a given the fiscal year may be increased above 100% prior to the fiscal year in which the Executive is terminated, to the extent not yet paid (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 (i) the applicable performance targets, (ii) the 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 “CodePreceding Bonus”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes The Executive shall be entitled to receive (the Preceding Bonus and/or the Pro Rata Bonus, as a result applicable, at the time the Annual Bonus is payable pursuant to the terms of the applicable performance targets ultimately being achieved) will MIP. The Annual Bonus shall, in all respects, be deemed earned on subject to the last day terms of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5MIP.

Annual Bonus. During For each calendar year during the TermTerm of Employment, Employee the Executive shall 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) with regard to the 2006-2009 calendar years. During the 2006 calendar year the Executive shall continue to participate in the annual incentive plan in which he participates immediately prior to the date of this Agreement and, with respect to the 2006 calendar year, he shall receive an actual bonus which shall be no less than his target bonus. Thereafter, the aggregate targeted payout level for achievement of the Executive’s annual incentive performance objectives shall be no less than sixty percent (60%) of the Executive’s Annual Base Salary for such calendar year, with the maximum payout being twice such percentage of the Executive’s Annual Base Salary and a minimum payment of zero percent (0%) of the Executive’s Annual Base Salary. During 2007 through 2009 calendar years, the terms and conditions of such bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program opportunities shall be established by the Group Executive Director of Parent International (the “Bonus PlanGroup Executive Officer”). Pursuant to ) in good faith in consultation with the terms Chief Executive Officer in a manner such that seventy percent (70%) of the Bonus Plan, each annual Performance Bonus performance targets shall be payable based on business measures (including, without limitation, financial, customer and employee key performance indicators and delivery of integration synergies), and thirty percent (30%) of the 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 based on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretionpersonal performance measures. For each calendar yearExcept as otherwise expressly provided herein, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 Executive’s annual bonus (including, without limitation, determination of the Internal Revenue Code level of 1986, as amended (achievement of business and personal performance targets) shall be determined in the “Code”)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. Except as otherwise provided No bonus payment shall be required to be made with respect to a calendar year in Section 5, any Performance Bonus that Employee becomes entitled which the Executive is not employed on the payment date or with respect to receive (as a result of calendar year in which the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar yearare not met, except as otherwise provided in Section 5herein. Each such annual bonus which becomes payable (the “Annual Bonus”) shall be paid no later than seventy-four (74) days after the calendar year for which the Annual Bonus is awarded.

Annual Bonus. During In addition to Executive’s Base Salary, during the Term, Employee Executive shall receive an annual bonus for services rendered by Executive to the Partnership Parties equal to an amount between one hundred (100%) and one hundred fifty percent (150%) of 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 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 following the applicable annual period for which such Initial Bonus Amounts relate. With respect to the 2021 annual period, Executive shall be eligible to receive an a pro-rated Annual Bonus (calculated as the Annual Bonus that would have been paid for the entire 2021 annual performance bonus payment (period multiplied by a “Performance Bonus”) for each calendar year pursuant fraction, the numerator of which is equal to an the number of days Executive worked in such annual cash performance bonus program (period, and the “Bonus Plan”denominator of which is equal to the total number of days in such period). Pursuant With respect to the terms of 2023 annual period and thereafter, the Bonus Plan, each annual Performance Annual Bonus shall be payable based on to Executive in cash no later than March 15th of the achievement 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 reasonable performance targets established the Board, or, if applicable, an authorized committee thereof, in accordance herewithwith the rules and procedures governing the Board. To the extent the preceding Annual Bonus percentages are increased during the Term, and for each calendar year Employeesuch increased percentages shall thereafter be considered Executive’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Annual Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies ” for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretionthis Agreement. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.​

Annual Bonus. During a. With respect to the Term2006 fiscal year, Employee Executive shall be eligible to receive an the annual performance bonus payment to which Executive is otherwise entitled under the 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 the Merger Agreement. b. With respect to each full fiscal year of HCA (a “Performance BonusFiscal Year”) for each calendar year occurring during the Employment Term, beginning with the 2007 Fiscal Year, Executive shall be eligible to earn, pursuant to an annual cash performance bonus program to be adopted by the Board, an annual bonus award (an “Annual Bonus”) equal to a percentage of Executive’s Base Salary, based upon the “Bonus Plan”). Pursuant extent to the terms of the Bonus Plan, each which annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewithby the Board are met or exceeded. The Annual Bonus, and for each calendar year Employee’s target Performance Bonus if any, shall be equal paid to 100% of Employee’s annual Base Salary in effect on Executive within two and one-half (2.5) months after the last day end of the applicable calendar year Fiscal Year. For the 2007 Fiscal Year, Executive shall be eligible to earn a target bonus of (i) 60% of Base Salary (the “Target Performance Bonus”); provided, that the percentage of Employee’s ) if annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targetstargets are met, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage 50% of the target annual Target Bonus if a lower “threshold” level of performance is achieved, and or (iii) such other applicable terms and conditions two times the Target Bonus if “maximum” performance goals are achieved, with the Annual Bonus amount being interpolated, in the sole discretion of the Bonus Plan necessary to satisfy Board, in the requirements of Section 409A 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 Internal Revenue Code vesting of 1986options granted under the New Option Plan (as defined below) that vest based on the attainment of EBITDA targets), as amended “threshold” performance will be 96.4%% of “target” and “maximum” performance will be 103.6% “of target” performance (with appropriate adjustments by the “Code”Board for extraordinary transactions and changes in capital expenditures). Except as otherwise provided With respect to the 2008 Fiscal Year, the Board shall in Section 5good faith attempt to provide Annual Bonus opportunities to Executive that are consistent with those applicable to the 2007 Fiscal Year, any Performance Bonus that Employee becomes entitled unless doing so would be adverse to receive (as a result the interests of HCA, the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relatesCompany or their shareholders. For purposes of claritylater fiscal years, the reference Board will set bonus opportunities in consultation with the preceding sentence to a Performance Bonus being deemed “earned” on the last day Chief Executive Officer of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5HCA.

Annual Bonus. During With respect to the 2012 fiscal year and each full fiscal year during the Employment Term, Employee commencing with the 2013 fiscal year, subject to Executive’s continued employment with Catalent through the end of each such fiscal year (except as otherwise provided in Section 7 or as provided for under the terms of Catalent’s Management Incentive Plan, as it may be amended from time to time (the “MIP”)), Executive shall be eligible to receive an annual performance cash bonus payment award (a the “Performance Annual Bonus”) for each calendar year pursuant under the MIP with a target amount equal to an annual cash performance bonus program seventy-five percent (the “Bonus Plan”). Pursuant to the terms 75%) 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 annualized Base Salary in effect on the last day of the applicable calendar received by Executive for such fiscal year (the “Target Performance Bonus”); provided, that based upon and subject to the percentage achievement of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) performance targets established by the Board (or a designated committee thereof) in its discretionunder the MIP. For each calendar year, As the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary actual amount payable to Employee Executive as an Annual Bonus will be dependent upon the achievement of performance goals established under the MIP, Executive’s actual Annual Bonus may be less than, greater than or equal to the Target Bonus. The Annual Bonus, if some lesser or greater percentage of any, shall be paid to Executive in accordance with the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary MIP. Notwithstanding anything in this Agreement or the MIP to satisfy the requirements of Section 409A contrary, Executive’s Annual Bonus, if any, under the MIP, earned in respect of the Internal Revenue Code of 19862012 fiscal year, 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 determined as follows: (i) the last portion of Executive’s Annual Bonus, if any, that relates to his employment with Catalent from July 1, 2011 through the day of immediately prior to the calendar year to which such bonus relates and Effective Date will be paid calculated by reference to Employee as soon as administratively feasible following preparation the base salary earned by Executive during such period, and (ii) the portion of Executive’s Annual Bonus, if any, that relates to his employment with Catalent from the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed Effective Date through the last day of the calendar year, except as otherwise provided in Section 52012 fiscal year will be calculated by reference to the Base Salary earned by Executive during such period.

Annual Bonus. During For each full calendar year during the Term, Employee Employment Term the Executive shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program the Company’s Performance-Linked Bonus Plan for Selected Executive Officers or a successor plan thereto (the “Bonus Plan”). Pursuant For 2007, the Executive shall have the opportunity under the Bonus Plan to receive an annual bonus equal to: (i) 75% of Salary upon the attainment of the applicable performance goals established by the Compensation Committee as the target level: (ii) a maximum annual bonus of 225% of Salary upon the attainment of the applicable performance goals established by the Compensation 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, 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 Bonus PlanPlan at threshold, each target and maximum levels of performance, the Executive’s annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and bonus opportunity for each calendar year Employee’s performance year, upon achieving target Performance Bonus level performance for such year, shall not be equal to 100less than 75% of Employee’s annual Base his Salary as in effect on the last day July 1 of the applicable calendar such year (the “Target Performance Bonus”); provided, or such earlier date as may be required to assure that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consentamount payable can qualify as other performance-based compensation under Section 162(m) 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 (i) the applicable performance targets, (ii) the 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, The amount of any Performance bonus actually payable to the Executive under the Bonus that Employee becomes entitled Plan with respect to receive (as a result any given year shall be determined by the Compensation Committee based upon its assessment of the applicable level at which the performance targets ultimately being achieved) will be deemed earned on goals established for that year have been attained, with such adjustments to actual performance results as the last day Compensation Committee may deem appropriate to achieve the objectives of the calendar Bonus Plan. Upon attainment of performance goals in any year to which between the threshold and the target levels, or between the target and the maximum levels, established for such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of year by the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarityCompensation Committee, the reference in amount payable as an annual bonus shall be determined using mathematical interpolation between the preceding sentence to a Performance Bonus being deemed “earned” on the last day percentages of the calendar Salary that would have been payable for such year applies to a calendar year for which Employee is employed through the last day of the calendar yearat threshold and target, except or target and maximum, as otherwise provided in Section 5applicable.

Annual Bonus. During For each calendar year ending during the Term, Employee the Executive shall be eligible to receive an annual performance bonus payment (a the “Performance Annual Bonus”) for each calendar year pursuant to an annual cash performance the Euramax Incentive Compensation Plan or such other bonus program plan (the “Bonus Plan”) approved by the Board (or a committee thereof), in each case in accordance with the terms of such Bonus Plan. Pursuant Except as otherwise 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 Bonus equal to (a) 70% of the Base Salary if 85% of each performance target is achieved, (b) 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 an Annual Bonus in respect of 2015 of no less than 70% of Base Salary (pro-rated from the Effective Date through December 31, 2015) (but otherwise subject to the terms of the Bonus Plan, each annual Performance ). Any Annual 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 a calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance including any minimum guaranteed Annual Bonus for a given year may 2015) shall be increased above 100% (but not decreased without paid during the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each following calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of practicable after the Company’s unaudited audited financial statements are available for the applicable calendar bonus year, but in no event later than March 15 December 31 of the calendar year following payment year. Notwithstanding the calendar year to which such Performance Bonus relates. For purposes of clarityforegoing, the reference in the preceding sentence Executive shall be entitled to a Performance an Annual Bonus being deemed “earned” on the last day of the calendar year applies to for a calendar year for which Employee only if the executive is employed through on the last day of date the calendar year, except as otherwise provided in Section 5Annual Bonus is paid.

Annual Bonus. During With respect to each Fiscal Year that ends during the Term, Employee the Executive shall be eligible to receive an annual performance cash bonus payment (a the “Performance Annual Bonus”) for each calendar year pursuant to an based upon Company annual cash EBITDA and/or other financial and non-financial performance bonus program targets (the “Bonus PlanPerformance 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. Pursuant 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 terms scale previously agreed between the parties hereto. The target Annual Bonus shall be 130% of the Annual Base Salary and the maximum Annual Bonus Planshall be 200% of the Annual Base Salary. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, each annual as determined by the Board (or any authorized committee of the Board). If the percentile level of achievement of a Performance Target is between two levels, the amount earned shall be determined on the basis of a straight-line interpolation between such levels. Each such Annual Bonus shall be payable based 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 required 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, except as set forth in Article V, no bonus shall be payable with respect to any Fiscal Year unless the Executive remains continuously employed with the Company during the period beginning on the achievement of reasonable performance targets established in accordance herewith, Effective Date and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect ending on the last day of such Fiscal Year. To the applicable calendar year (the “Target Performance Bonus”); provided, extent that the percentage Company becomes subject to Section 162(m) of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable Fiscal Year will be payable pursuant to a given year may be increased above 100% (but not decreased without the Employee’s written consent) “qualified performance-based compensation” bonus plan that has been approved 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 (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage stockholders of the target annual performance is achievedCompany in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and (iii) such other applicable terms and conditions on the basis 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of Executive’s or the Company’s unaudited attainment of objective financial statements for or other operating criteria established by the applicable calendar year, but Compensation Committee in no event later than March 15 its sole good faith discretion and in accordance with Section 162(m) of the calendar year following Code and the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5regulations promulgated thereunder.

Annual Bonus. During the Term, Employee (i) Executive shall be eligible to receive an annual performance bonus payment participate in the Centrus Energy Corp. 2015 Performance Incentive Plan (a or its successor) (“Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Annual Bonus Plan”). Pursuant to the terms of the Bonus Plan, each with an 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 bonus at least equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Annual Bonus”); provided, that . The actual amount of the percentage Annual Bonus awarded to Executive will be based on attainment of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) certain individual and corporate performance goals and targets determined by the Board (or a designated committee thereof) Compensation Committee, after consultation with Executive, and the Compensation Committee’s determination, in its sole discretion. For each calendar year, the Board (or a designated committee thereof) will determine whether and establish in writing (i) to what extent the applicable performance targetsgoals and targets have been achieved. The Annual Bonus 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 will be paid at the same time annual bonuses are paid to other senior executives participating in the Annual Bonus Plan. (ii) Except for the percentage 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 annualized Base Salary payable $625,000, which shall be paid 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 (or would be, if approved by the Board’s Compensation Committee) paid to Employee if some lesser or greater percentage other 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 target annual performance is achieved, First Installment promptly and in any event within 10 days following Executive’s termination of employment via personal or cashier’s check. (iii) such other Beginning as of the 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 defined 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 conditions condition of the Bonus Plan necessary 2014 Equity Plan, applicable securities laws, and the exception described below. The number of shares to satisfy be awarded shall be determined by multiplying the requirements of Section 409A Base Salary as 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 beginning of the applicable performance targets ultimately being achieved) will be deemed earned on year by the last day percentage of the calendar year Annual Bonus being paid in shares to which such bonus relates obtain the cash value of the equity award and will be paid to Employee dividing the aforementioned cash value of the equity award by the Fair Market Value (as soon as administratively feasible following preparation defined in the 2014 Equity Plan) of the Company’s unaudited financial statements for 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 calendar year, but in no event later than March 15 of percentage the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference Compensation Committee shall not apply a percentage that would result in the preceding sentence 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 Performance Bonus being deemed “earned” on successor plan), as the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5case may be.”

Annual Bonus. During the TermEmployment Period, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in 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 calendar year (the “Target Performance Bonus”)year; provided, however, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus Percentage 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) Compensation Committee in its discretion. For each calendar year, the Board (or a designated committee thereof) Compensation Committee will determine and establish in writing (i) the applicable performance targets, (ii) the 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 56, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 56.

Annual Bonus. During Beginning in with the Termtwelve-month period ending May 15, 2021, then for the period beginning May 16, 2021 and ending December 31, 2021, and then for the period beginning January 1, 2022 and ending December 31, 2022 and for each twelve-month period ending December 31 thereafter, Employee shall will be eligible to receive for an annual performance target bonus payment (a the “Performance Annual Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% thirty-three percent (33%) of Employee’s annual then current Base Salary in effect on the last day at a “meeting expectations” level of the applicable calendar year achievement (the “Target Performance BonusBonus Amount”); provided, that the percentage . The actual Annual Bonus may be as high as fifty-five percent (55%) of Employee’s annual then current Base Salary that applies at an “exceeding expectations” level of achievement. The Annual Bonus for purposes the period ending December 31, 2021 shall be prorated to match the portion of determining the year to which it applies. Whether Employee receives an Annual Bonus for any given year, and the amount of any such Annual Bonus, will be determined in the good faith reasonable discretion of the Board, which determination will be based upon the Company’s and Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the achievement of objectives and milestones. The Company’s and Employee’s written consent) objectives and milestones will be established on an annual basis by the Board (or a designated committee Compensation Committee thereof) in its discretionconsultation with the Employee, which objectives and milestones may provide for payments above and below target based on the level of performance achievement. No Annual Bonus is guaranteed and, in addition to the other conditions for earning such compensation, and except as provided for in Section 8 below, Employee must remain an employee in good standing of the Company on the date the Annual Bonus is paid in order to be eligible for and earn any Annual Bonus. For each calendar yearthe twelve month period ending May 15, the Board (or a designated committee thereof) 2020, Employee will determine and establish in writing (i) the applicable performance targets, (ii) the 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 not be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements eligible for the applicable calendar yearan Annual Bonus, but in no event later than March 15 of will receive the calendar year following the calendar year to which such Performance Sign-On Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5instead.

Annual Bonus. During In addition to Annual Base Salary, the Term, Employee Executive shall be eligible to receive awarded, for each fiscal year ending during the Employment Period, an annual performance bonus payment (a “Performance the "Annual Bonus”") for each calendar year pursuant to an annual cash performance bonus program the Company's Executive Officer Bonus Plan or a replacement therefor (the “Bonus "Annual Plan”). Pursuant ") under one or more of the criteria prescribed in the plan as generally designed by a compensation expert mutually satisfactory to the terms Board and the Executive and approved by the Compensation Committee of the Bonus PlanBoard of Directors, each annual Performance Bonus which bonus shall be payable based on pro rated in the achievement case of reasonable performance targets established in accordance herewith, and a bonus for each calendar any fiscal year Employee’s during which the Executive was employed for less than 12 months. The Executive shall have a target Performance Bonus shall be equal to annual bonus of 100% of Employee’s annual 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 effect 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 applicable calendar fiscal year (and be entitled to an Annual Bonus at the “Target Performance levels specified herein on a non pro rated basis for the fiscal year of such "change of control" if the performance 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, unless the Executive shall elect to defer the receipt of such Annual Bonus”); provided, . The parties acknowledge that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) Annual Plan has been approved 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 (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage stockholders of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy Company in accordance with the requirements of Section 409A 162(m) of the Internal Revenue Code of 1986, as amended (the “"Code”"). Except as otherwise provided The Board may award the Executive bonuses other than pursuant to the Annual Plan in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5its discretion.

Annual Bonus. (a) During the Term, Employee Executive shall be eligible to receive an annual bonus (the “Bonus”) with a target Bonus 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, 2007, Executive’s Bonus shall be based upon the satisfaction of performance bonus payment objectives and in accordance with the performance matrix to be determined by the Internal People Committee of Parent (the “Committee”) based upon the recommendations of the Executive Vice President International Commercial of Parent, or such other 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 and shall be determined on a weighted basis comprised of the following criteria: (i) Milestones based upon 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 each, separately, a “Performance BonusObjective”) ). For purposes of this Section 3.2(b), “Approved Annual Business Plan” means the detailed one year business, operating and strategic plan for each calendar year pursuant the Company, as approved by the EVP and the CVR Committee (as defined in the Contingent Value Right Agreement attached as Exhibit A to an annual cash performance bonus program the Merger Agreement (the “Bonus PlanCVR Agreement”)) as contemplated in the CVR Agreement, for the fiscal year. Pursuant to During FY 2006 and FY 2007, 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 calendar year sum of: (the “A) (Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements Bonus)(.4)(the Applicable Percentage for the applicable calendar yearEBITDA Component), but 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 no event later than March 15 of dollars and the calendar year following Applicable Percentage with respect to any given Performance Objective is determined in accordance with the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5performance matrix below.

Annual Bonus. During a. With respect to the Term2006 fiscal year, Employee Executive shall be eligible to receive an the annual performance bonus payment to which Executive is otherwise entitled under the 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 the Merger Agreement. b. With respect to each full fiscal year of HCA (a “Performance BonusFiscal Year”) for each calendar year occurring during the Employment Term, beginning with the 2007 Fiscal Year, Executive shall be eligible to earn, pursuant to an annual cash performance bonus program to be adopted by the Board, an annual bonus award (an “Annual Bonus”) equal to a percentage of Executive’s Base Salary, based upon the “Bonus Plan”). Pursuant extent to the terms of the Bonus Plan, each which annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewithby the Board are met or exceeded. The Annual Bonus, and for each calendar year Employee’s target Performance Bonus if any, shall be equal paid to 100% of Employee’s annual Base Salary in effect on Executive within two and one-half (2.5) months after the last day end of the applicable calendar year Fiscal Year. For the 2007 Fiscal Year, Executive shall be eligible to earn a target bonus of (i) 60% of Base Salary (the “Target Performance Bonus”); provided, that the percentage of Employee’s ) if annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targetstargets are met, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage 50% of the target annual Target Bonus if a lower “threshold” level of performance is achieved, and or (iii) such other applicable terms and conditions two times the Target Bonus if “maximum” performance goals are achieved, with the Annual Bonus amount being interpolated, in the sole discretion of the Bonus Plan necessary to satisfy Board, in the requirements of Section 409A 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 $2,193 million in EBITDA for the Western Group (which will be calculated in the same way it is calculated for purposes of the Internal Revenue Code vesting of 1986options granted under the New Option Plan (as defined below) that vest based on the attainment of EBITDA targets), as amended “threshold” performance will be 96.4%% of “target” and “maximum” performance will be 103.6% “of target” performance (with appropriate adjustments by the “Code”Board for extraordinary transactions and changes in capital expenditures). Except as otherwise provided With respect to the 2008 Fiscal Year, the Board shall in Section 5good faith attempt to provide Annual Bonus opportunities to Executive that are consistent with those applicable to the 2007 Fiscal Year, any Performance Bonus that Employee becomes entitled unless doing so would be adverse to receive (as a result the interests of HCA, the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relatesCompany or their shareholders. For purposes of claritylater fiscal years, the reference Board will set bonus opportunities in consultation with the preceding sentence to a Performance Bonus being deemed “earned” on the last day Chief Executive Officer of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5HCA.

Annual Bonus. During For each calendar year during the Term, Employment Term (including for all of 2024 without pro-ration) the Employee shall be eligible to receive an annual performance incentive payment under the Company’s annual bonus payment (a “Performance Bonus”) for each calendar year pursuant plan as may be in effect from time to an annual cash performance bonus program time (the “Bonus PlanAnnual Bonus”). Pursuant , based on a target bonus opportunity equal to the terms 150% 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 calendar year (the “Target Performance Bonus”); provided, that upon the percentage attainment of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) one or more pre-established performance goals established by the Board (or a designated committee thereof) in its discretionsole discretion in consultation with the Employee. For each calendar year, The Company expects that the Board (or a designated committee thereof) will determine and establish formally review performance at least annually in writing consultation with the Employee. The Employee’s Annual Bonus for a calendar year shall be determined by the Board (ior a committee thereof) after the end of the applicable performance targets, (ii) calendar year based on the percentage level 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 achievement of the applicable performance targets ultimately being achieved) will criteria, and shall be deemed earned on paid to the last day of Employee in the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, (but in no event later than March 15 of the such calendar year year) following the calendar year to which such Performance Annual Bonus relatesrelates at the same time annual bonuses are paid to other senior executives of the Company, subject to continued employment at the time of payment. The Annual Bonus may be paid in the form of cash or equity under the 2003 Equity Incentive Plan, as amended (the “Plan”), as determined by the Compensation Committee of the Board, following consultation with the Employee. Notwithstanding the forgoing, the Employee’s Annual Bonus for 2024 will be paid entirely in cash and in an amount no less than target (and without proration), it being agreed that the Company will pay to the Employee an amount in cash equal to the Employee’s target Annual Bonus on or before December 31, 2024, and any amounts payable above target based on the actual level of achievement of the applicable performance criteria will be paid to the Employee at the same time annual bonuses are paid to other senior executives of the Company. For the avoidance of doubt, for purposes of claritycalculating Employee’s “Bonus” under the Severance Plan (as defined below), in the event Employee incurs a Qualifying Termination (as defined in the Severance Plan) prior to the date in which Employee’s Annual Bonus for 2024 is paid, the reference in the preceding sentence “Bonus” shall be equal to a Performance Employee’s target Annual Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 52024.

Annual Bonus. During With respect to each fiscal year of the Company ending during the Employment Term, Employee Executive shall be eligible to receive earn an annual performance bonus payment award (a an “Performance Annual Bonus”) for each calendar year pursuant to an annual cash performance bonus program in such amount as shall be determined by the Compensation Committee of the Board (the “Bonus PlanCompensation Committee”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable ) based on the achievement by the Company of reasonable performance targets goals established in accordance herewith, and by the Compensation Committee for each calendar year Employeesuch fiscal year. Such performance goals shall be no less favorable to the Executive than the performance goals used to determine the amount of bonus payable to any other executive of the Company whose bonus is based in whole or in part on corporate performance. The Compensation Committee shall establish objective criteria to be used to determine the extent to which performance goals have been satisfied. For Calendar years 2005, 2006 and 2007, Executive shall earn an Annual Bonus award if net earnings per share to common shareholders of the Company, calculated on a fully diluted basis and according to GAAP, which shall include expense for equity arrangements such as options, SARs or restricted shares, but shall exclude bonus expense, as determined by the Company’s target Performance outside auditors, excluding the after-tax impact of any extraordinary or special items that the Board determines in good faith are not appropriately includable in the Annual Bonus calculation because such items do not accurately reflect the operating performance of the Company, such as inventory write ups and write downs, LIFO adjustments, asset purchase or sale-related gains or losses and acquisition-related write downs (“Adjusted EPS”), is at least equal to $2.40. Upon achievement of an Adjusted EPS of $2.40, the Annual Bonus shall equal fifty percent (50%) of his Base Salary (the “Base Bonus”). For each $0.01 increase in the applicable fiscal year’s Adjusted EPS above $2.40, the Annual Bonus shall be increased by an amount equal to 100% one percent of EmployeeExecutive’s annual Base Salary Salary, provided that in effect on no event shall the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of EmployeeAnnual Bonus be greater than four times Executive’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Salary. The Annual 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 (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 to which such bonus relates and will shall be paid to Employee as soon as administratively feasible following preparation of Executive no later than fifteen business days after the outside auditors approve the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 -end earnings release.” 2.2. Section 8.c.(i) of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to Employment Agreement is amended by adding a Performance Bonus being deemed new provision “earned(F)” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.follows:

Annual Bonus. During With respect to each full calendar year during the Employment Term, Employee Executive shall be eligible to receive earn an annual performance bonus payment award (a “Performance an ‘Annual Bonus”) for each calendar year ’ pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Company’s annual bonus program for executives, the ‘Bonus PlanProgram’). Executive shall receive an Annual Bonus of 160% of Executive’s Base Salary (the ‘Target Bonus’) if annual performance targets set by the Compensation Committee of the Board (the ‘Performance Targets’) are achieved; provided, each that Executive shall be eligible for an Annual Bonus of 70% of Executive’s Base Salary upon attainment of minimum annual performance targets and not less than 200% of Executive’s Base Salary upon achieving the maximum Performance Targets. Performance Targets are established annually by the Compensation Committee of the Board. Each Annual Bonus shall be payable based on paid at the achievement time specified in the Bonus Program. In the event that there are any inconsistencies between the Bonus Program and the terms hereof, the terms hereof shall govern.” 2. Section 6 of reasonable performance targets established in accordance herewiththe Existing Agreement is hereby amended by inserting at the end thereof the following: “In particular, and for each calendar year Employeenot by way of limitation, Executive’s target Performance Bonus vacation benefits shall be equal pursuant to 100% of Employeethe Company’s annual Base Salary vacation policy as in effect on from time to time (the last day ‘Vacation Policy’). Upon a termination of the applicable calendar year Employment Term and Executive’s employment (other than a termination for Cause), Executive and his covered dependents shall be entitled to continue to participate in the Company’s health, dental and vision plans for a period of thirty-six (36) months following such termination of employment, at the type of coverage in effect under such plans for Executive immediately prior to such termination of employment (e.g., family coverage), at the same premium cost to Executive as applies to former employees under such plans during such period pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“Target Performance BonusCOBRA”); provided, that (a) Executive’s entitlement to participate in such plans shall cease if he becomes eligible for comparable medical, dental and vision coverage, respectively, with a subsequent employer during such continuation period and (b) the percentage Company may amend or terminate one or more of Employeesuch plans, as applicable to employees of the Company generally, from time to time in the Company’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar yearIn addition, the Board (or upon a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage termination of the target annual performance is achievedEmployment Term and Executive’s employment (other than a termination for Cause), Executive 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 his covered dependents shall be 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 continue to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation participate in all of the Company’s unaudited financial statements other welfare benefit plans (e.g., disability, group and supplemental life insurance, AD&D), other than self insured short term disability benefits, at the level and scope of coverage in effect under such plans for Executive immediately prior to such termination, to the extent permitted by law and, for fully-insured plans, to the extent permitted by the insurer (for which purpose, the Company shall use commercially reasonable efforts to obtain a rider or other contractual undertaking from the insurer to permit such continuation of coverage if not otherwise provided thereunder upon such termination), for a period of thirty-six (36) months following such termination of employment, for which Executive shall be obligated to pay to the Company the full (not Company-subsidized) premium (or analogous charge for self funded coverage) applicable for such benefit. Executive’s entitlement to participate in such welfare benefit plans shall cease if he becomes eligible for comparable coverage, as determined on a benefit-by-benefit and coverage-by-coverage basis, with a subsequent employer during such continuation period and the Company may amend or terminate one or more such welfare benefit plans, as applicable to employees of the Company generally, from time to time in the Company’s discretion. To the extent that any contract under any such fully insured welfare benefit can be assigned to Executive as his individual contract, the Company shall, at Executive’s election, cause such assignment to Executive in accordance with the terms of the applicable calendar yearcontract.” 3. Section 7(a) of the Existing Agreement is hereby amended by inserting at the end thereof the following: “To the extent that any such reimbursement does not qualify for exclusion from Federal income taxation, but in the Company will make the reimbursement only if Executive incurs the corresponding expense during the term of this Agreement or the period of two years thereafter and submits the request for reimbursement no event later than March 15 two months prior to the last day of the calendar year following the calendar year to in which such Performance Bonus relates. For purposes of clarity, the reference in expense was incurred so that the preceding sentence to a Performance Bonus being deemed “earned” Company can make the reimbursement on or before the last day of the calendar year applies to following the calendar year in which the expense was incurred; the amount of expenses eligible for such reimbursement during a calendar year will not affect the amount of expenses eligible for which Employee is employed through the last day of the such reimbursement in another calendar year, except and the right to such reimbursement is not subject to liquidation or exchange for another benefit from the Company.” 4. Section 7(b)(ii) of the Existing Agreement is hereby amended by inserting at the end thereof the following: “The allowance will be paid in substantially equal installments in accordance with the Company’s usual payment practices for base salary for senior executives.” 5. Section 7(b)(iii) of the Existing Agreement is hereby amended by inserting at the end thereof the following: “For purposes of this Section 7(b)(iii), ‘annually’ shall mean each calendar year during the Employment Term. Executive’s use of the Company’s private aircraft pursuant to this provision during a calendar year will not affect the amount of such use to which Executive is eligible in any other calendar year, and Executive’s right to such use of the Company’s private aircraft is not subject to liquidation or exchange for another benefit from the Company.” 6. Section 7(b)(iv) is deleted in its entirety. 7. Section 8(a) of the Existing Agreement is hereby amended by inserting the following new subsection (ii) immediately following subsection (i) thereof and renumbering existing subsections (ii) and (iii) thereof as otherwise provided in Section 5.subsections (iii) and (iv), respectively:

Annual Bonus. During For each fiscal year during the Term, Employee the Executive shall be eligible to receive an annual performance incentive bonus payment (expressed as a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program percentage of his Base Salary (the “Bonus PlanAnnual Bonus”). Pursuant to The Annual Bonus will be paid in a lump sum as soon as reasonably practicable following 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 end of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar fiscal year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus bonus relates. For purposes The actual Annual Bonus shall be determined based upon performance goals established by the CEO and/or the Company’s Board of clarityDirectors or a committee thereof (the “Board”) which performance goals will generally be communicated to the Executive no more than 90 days before the beginning of the fiscal year in which the performance targets apply. Such performance goals shall be based on synergies, EBITDA, debt repayment, maintenance of financial ratios, cash flow or any other such measures as deemed appropriate by the CEO and/or Board (the “Performance Goals”). The Performance Goals shall establish a target level of performance (the “Target Level”), a stretch level of performance (the “Stretch Level”) and a threshold level of performance (the “Threshold Level”). The Annual Bonus shall be calculated as follows: (i) If the actual performance level achieves the Threshold Level, the reference in the preceding sentence to a Performance Annual Bonus being deemed “earned” on the last day shall equal 25 percent of the calendar year applies to a calendar year for which Employee is employed through Base Salary; (ii) If the last day actual performance level achieves the Target Level, the Annual Bonus shall equal 50 percent of the calendar yearBase Salary; (iii) If the actual performance level achieves or exceeds the Stretch Level, except as otherwise provided in Section 5the Annual Bonus shall equal 100 percent of the Base Salary; and (iv) If the actual performance level does not reach the Threshold Level, the Annual Bonus shall be zero. If the performance level is at an intermediate point between the Threshold Level and the Target Level, or between the Target Level and the Stretch Level, the amount of the Annual Bonus shall be linearly interpolated between the percent of the Base Salary used to calculate the Annual Bonus at such levels. For example, if the actual performance reaches the midpoint between the Threshold Level and the Target Level, the Annual Bonus will equal 37.5 percent of the Base Salary.

Annual Bonus. During a. With respect to the Term2006 fiscal year, Employee Executive shall be eligible to receive an the annual performance bonus payment to which Executive is otherwise entitled under the 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 the Merger Agreement. b. With respect to each full fiscal year of HCA (a “Performance BonusFiscal Year”) for each calendar year occurring during the Employment Term, beginning with the 2007 Fiscal Year, Executive shall be eligible to earn, pursuant to an annual cash performance bonus program to be adopted by the Board, an annual bonus award (an “Annual Bonus”) equal to a percentage of Executive’s Base Salary, based upon the “Bonus Plan”). Pursuant extent to the terms of the Bonus Plan, each which annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewithby the Board are met or exceeded. The Annual Bonus, and for each calendar year Employee’s target Performance Bonus if any, shall be equal paid to 100% of Employee’s annual Base Salary in effect on Executive within two and one-half (2.5) months after the last day end of the applicable calendar year Fiscal Year. For the 2007 Fiscal Year, Executive shall be eligible to earn a target bonus of (i) 60% of Base Salary (the “Target Performance Bonus”); provided, that the percentage of Employee’s ) if annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targetstargets are met, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage 50% of the target annual Target Bonus if a lower “threshold” level of performance is achieved, and or (iii) such other applicable terms and conditions two times the Target Bonus if “maximum” performance goals are achieved, with the Annual Bonus amount being interpolated, in the sole discretion of the Bonus Plan necessary to satisfy Board, in the requirements of Section 409A 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 $989 million EBITDA for the Central Group (which will be calculated in the same way it is calculated for purposes of the Internal Revenue Code vesting of 1986options granted under the New Option Plan (as defined below) that vest based on the attainment of EBITDA targets), as amended “threshold” performance will be 96.4%% of “target” and “maximum” performance will be 103.6% “of target” performance (with appropriate adjustments by the “Code”Board for extraordinary transactions and changes in capital expenditures). Except as otherwise provided With respect to the 2008 Fiscal Year, the Board shall in Section 5good faith attempt to provide Annual Bonus opportunities to Executive that are consistent with those applicable to the 2007 Fiscal Year, any Performance Bonus that Employee becomes entitled unless doing so would be adverse to receive (as a result the interests of HCA, the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relatesCompany or their shareholders. For purposes of claritylater fiscal years, the reference Board will set bonus opportunities in consultation with the preceding sentence to a Performance Bonus being deemed “earned” on the last day Chief Executive Officer of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5HCA.

Annual Bonus. During Employee shall be eligible to receive an annual performance bonus for fiscal year 2021 with a target of 50% of Employee’s Annual Base Salary, less applicable withholdings, including for taxes, and based on the Termachievement of individual and MCT performance objectives previously established in accordance with the Prior Agreement (the “2021 Bonus”). For the avoidance of doubt, the 2021 Bonus shall not be subject to proration based on the commencement of Employee’s employment with MCT. Commencing in fiscal year 2022, Employee shall be eligible to receive an annual performance bonus payment (a the “Performance Annual Bonus”) for each calendar year pursuant to an annual cash performance bonus program with a target of 60% of Employee’s Annual Base Salary (the “Bonus PlanTarget Bonus”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable less applicable withholdings, including for taxes, and based on the achievement of reasonable individual and Company performance targets objectives to be established for each year by the Board. The determination of whether the 2021 Bonus or any Annual Bonus in accordance herewithany other fiscal year is earned, 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 amount of the applicable calendar year (the “Target Performance 2021 Bonus or any Annual Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may will be increased above 100% (but not decreased without the Employee’s written consent) determined by the Board (or a designated committee thereofits successor) in its sole discretion. For The 2021 Bonus and each calendar yearAnnual Bonus, if any, shall be paid in accordance with the Board (or a designated committee thereof) will determine Company’s normal payroll procedures and establish in writing (i) after the applicable performance targets, (ii) first regularly scheduled payroll date after the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of final financial audit is completed for 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 fiscal year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Annual Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year; provided that, except as otherwise provided in Section 54, 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 2021 Bonus or any Annual Bonus paid more than three (3) years prior to the date of the applicable financial restatement.

Annual Bonus. During With respect to the TermCompany’s 2016 Fiscal Year, Employee the Chairman shall be eligible to receive an annual performance cash bonus payment (a the “Performance Annual Bonus”) for each calendar year pursuant to an based upon Company annual cash EBITDA and/or other financial and non-financial performance bonus program targets (the “Bonus PlanPerformance 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. Pursuant 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 terms scale previously agreed between the parties hereto. The target Annual Bonus shall be 20% of the Annual Base Salary and the maximum Annual Bonus Planshall be 40% of the Annual Base Salary. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, each annual as determined by the Board (or any authorized committee of the Board). If the percentile level of achievement of a Performance Target is between two levels, the amount earned shall be determined on the basis of a straight-line interpolation between such levels. Each such Annual Bonus shall be payable based 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 required 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, except as set forth in Article V, no bonus shall be payable with respect to any Fiscal Year unless the Chairman remains continuously employed with the Company during the period beginning on the achievement of reasonable performance targets established in accordance herewith, Effective Date and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect ending on the last day of such Fiscal Year. To the applicable calendar year (the “Target Performance Bonus”); provided, extent that the percentage Company becomes subject to Section 162(m) of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable Fiscal Year will be payable pursuant to a given year may be increased above 100% (but not decreased without the Employee’s written consent) “qualified performance-based compensation” bonus plan that has been approved 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 (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage stockholders of the target annual performance is achievedCompany in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and (iii) such other applicable terms and conditions on the basis 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of Chairman’s or the Company’s unaudited attainment of objective financial statements for or other operating criteria established by the applicable calendar year, but Compensation Committee in no event later than March 15 its sole good faith discretion and in accordance with Section 162(m) of the calendar year following Code and the calendar year regulations promulgated thereunder. The Chairman shall not be eligible to which such Performance Bonus relates. For purposes of clarity, the reference receive any annual cash bonus in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5Company’s 2017 or 2018 Fiscal Year.

Annual Bonus. During the TermEmployment Period, Employee the Executive shall be eligible to receive for an annual performance bonus payment (a the “Performance Annual Bonus”) for each calendar year pursuant to the terms and conditions of an annual cash performance bonus program plan for executive officers (as amended from time to time, the “Bonus Incentive Plan”). Pursuant Based upon attainment of performance goals predetermined by the Board, the Executive shall be entitled to the terms an Annual Bonus payment at a target level of at least seventy-five (75) percent 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 EmployeeExecutive’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last 90th day after the first day of the applicable calendar year performance period (the “Target Performance Annual Bonus”); provided, provided that the Target Annual Bonus for the performance period ending December 31, 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 Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable such performance targets, (ii) the 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 goals being reached (the “CodeAnnual Bonus Threshold”). Except as otherwise provided in Section 5, any Performance Each such Annual Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will shall be paid to Employee as soon as administratively feasible following preparation in cash within two and one-half (2 1/2) months after the end of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar fiscal year following the calendar year with respect to which such Performance 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 claritythis Section 2(b)(2) equity shall mean common stock or an equity award (such as a grant of restricted stock, restricted stock award, stock option or stock appreciation right) having a fair market value (as reasonably determined by the reference in Board) at least equal to the preceding sentence to a Performance amount of the Annual Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except paid as otherwise provided in Section 5equity.

Annual Bonus. (a) During the Employment Term, Employee the Executive shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the an “Bonus PlanAnnual Bonus”). Pursuant to the terms ) in respect 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 that ends during the 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 10060% of Employeethe Executive’s annual Base Salary in effect on the last day of the applicable for such calendar year (the “Target Performance 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); provided, provided that the percentage Executive’s maximum Annual Bonus for any calendar year during the Employment Term shall equal 200% of Employee’s annual Base Salary that applies the Target Bonus for purposes of determining Employeesuch calendar year. The Executive’s Target Performance Bonus for a given year may shall be increased above 100% (but not decreased without the Employee’s written consent) subject to annual review by the Board (or a designated committee thereof) in its discretion. For during the first ninety (90) days of each calendar year, 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 the Board (or a designated committee thereof) will determine and establish in writing (i) after the end of the applicable performance targets, (ii) calendar year based on the percentage level 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 achievement of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates criteria, and will shall be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but Executive in no event later than March 15 of the calendar year following the calendar year to which such Performance Annual Bonus relates. For purposes relates at approximately the same time annual bonuses are paid to other senior executives of clarityCompany and Parent, subject to continued employment at the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day time of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, payment (except as otherwise provided in Section 5.8 hereof). ​ (c) After 5 years of employment, the Annual Bonus will be treated under the retirement eligible provisions of the Performance Award Plan. ​

Annual Bonus. During For all of 2015 (without proration) and subsequent fiscal years ending during the Term, Employee Executive shall be eligible to receive for an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program as set forth herein (the “Bonus PlanAnnual Bonus”). Pursuant to the terms of the Bonus Plan, each annual Performance The Annual Bonus shall be payable 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 achievement EBITDA goals already approved by the board of reasonable performance targets established 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 accordance herewith, and for each calendar year Employeecomparison to the targets. Executive’s target Performance Annual Bonus shall be equal to one hundred percent (100% %) of EmployeeExecutive’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that 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 opportunity under the terms of the Annual Bonus to receive an Annual Bonus in excess of the Target Bonus as set forth in the applicable Annual Bonus plan. Executive’s target bonus opportunity as a percentage of Employee’s annual Base Salary that applies for purposes shall be reviewed by the Board (or the appropriate committee of determining Employeethe Board) annually at the same time as the review of Executive’s Target Performance Bonus for a given year may Base Salary and shall be increased above 100% subject to increase (but not decreased without the Employee’s written consentdecrease) by the Board (or a designated the appropriate committee thereofof the Board) in its discretion. For each After any such increase, “Target Bonus” for purposes of this Agreement shall mean such increased amount. The Annual Bonus awarded for a fiscal year shall be determined by the Board after the end of such fiscal year and shall be paid in cash and in accordance with the Company’s customary practices for payment of annual bonuses to senior executive employees in the calendar yearyear following, and not within, the Board (or a designated committee thereof) will determine and establish fiscal year for which the Annual Bonus is earned, but in writing all events no later than the earlier of (i) seventy-five (75) days after the applicable performance targets, later of (x) the close of the fiscal year for which the Annual Bonus was earned and (y) the completion of such fiscal year’s financial audit or (ii) the percentage April 15 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year; provided, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarityhowever, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, that except as otherwise provided in Section 5this Agreement, Executive must be employed through the end of the applicable fiscal year to be entitled to receive the Annual Bonus.

Annual Bonus. During (a) The Company shall pay the TermExecutive during the Term an annual 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”), Employee subject to the Company’s achievements relative to certain performance targets established by the Board (or a compensation committee thereof) for the performance period, and individual performance, as applicable. Plan. Notwithstanding the foregoing, for the fiscal year ending January 30, 2022, the payment of 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 eligible to receive an annual performance additional bonus payment of up to $400,000 (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in 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 calendar year (the “Target Performance Additional Bonus”); provided, that is payable in two installments, with 60% of the percentage Additional Bonus payable upon certification of Employee’s the performance results following the conclusion of the third quarter of Fiscal 2023 based on annual Base Salary that applies operating plan targets for purposes Fiscal 2023, and the remaining 40% payable upon the certification of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without performance results following the Employee’s written consent) by conclusion of the Board (or a designated committee thereof) in its discretion. For each calendar year, fourth quarter of Fiscal 2023 against the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance annual operating plan targets, (ii) and with the percentage of annualized Base Salary payable ability to Employee if some lesser or greater percentage “true up” the payment of the target annual third quarter installment based on performance is achieved, and (iii) such other applicable 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 must remain employed through the bonus payment date to receive any Annual Bonus Plan necessary to satisfy or Additional Bonus, provided, however, that in the requirements event of Section 409A termination of the Internal Revenue Code Executive’s employment by the Company, for any reason other than for Cause (as defined below), and the performance targets are achieved in accordance with Section 3.2(a), Annual Bonuses shall be awarded pro rata based on the proportion of 1986, as amended (such fiscal year served by the “Code”)Executive. Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes The Executive shall not be entitled to receive (as a result of any such pro rata Annual Bonuses or Additional Bonus in any fiscal year occurring after the applicable performance targets ultimately being achieved) fiscal year in which the Executive was terminated. The Annual Bonus will be deemed earned on determined by the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation Board after receipt of the Company’s unaudited financial statements audited financials for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. (a) During the Term, Employee Executive shall be eligible to receive an annual bonus (the “Bonus”) with a target Bonus 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, 2007, Executive’s Bonus shall be based upon the satisfaction of performance bonus payment objectives and in accordance with the performance matrix to be determined by the Internal People Committee of Parent (the “Committee”) based upon the recommendations of the Executive Vice President International Commercial of Parent, or such other 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 and shall be determined on a weighted basis comprised of the following criteria: (i) Milestones based upon 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 each, separately, a “Performance BonusObjective”) ). For purposes of this Section 3.2(b), “Approved Annual Business Plan” means the detailed one year business, operating and strategic plan for each calendar year pursuant the Company, as approved by the EVP and the CVR Committee (as defined in the Contingent Value Right Agreement attached as Exhibit A to an annual cash performance bonus program the Merger Agreement (the “Bonus PlanCVR Agreement”)), as contemplated in the CVR Agreement, for the fiscal year. Pursuant to During FY 2006 and FY 2007, 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 the sum of: (A) (Target Bonus)(.4)(the Applicable Percentage for 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 the Applicable Percentage with respect to any given Performance Objective is determined in accordance with the performance matrix below. Less than 90% of Performance Objective 0% 90% of Performance Objective 50% 95% of Performance Objective 75% 100% of EmployeePerformance 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 Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable bonus with respect 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for current fiscal year ending September 30, 2005 (“FY 2005”), shall be based on the applicable calendar year, but Company’s bonus plan in no event later than March 15 effect as of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of claritydate hereof, the reference in the preceding sentence to a Performance Bonus being deemed “earned” as set forth on the last day Section 4.10(a) of the calendar year applies Company Disclosure Schedule to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5Merger Agreement.

Annual Bonus. During (a) In addition to Base Salary, Executive shall, commencing in 2013 and continuing for each calendar year thereafter during the TermTerm of Employment, Employee shall be eligible to receive an annual performance cash bonus payment (a the “Performance 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 soon as practicable at or after the beginning of the calendar year to which the performance targets relate. The performance targets for the 2013 Bonus shall be determined before or as soon as practicable after the Commencement Date. Executive's target Bonus opportunity for 2013 and subsequent years will be 100% of his Base Salary, and his maximum Bonus opportunity for each calendar such year pursuant to an annual cash performance bonus program will be 200% of his Base Salary; provided, however, that Executive's target and maximum Bonus opportunities for 2013 will be prorated based on the number of business days of 2013 in the period starting on the Commencement Date and ending December 31, 2013 (the “Bonus PlanProration Factor”). Pursuant ; and provided, further, that for 2013 (but not for any other year) Executive will be paid a Bonus equal to the terms greater of the (i) his prorated target Bonus Plan, each annual Performance Bonus shall be payable opportunity for 2013 based on the achievement of reasonable performance targets established Proration Factor and (ii) the prorated Bonus that Executive would have received for 2013 based on actual performance. The Compensation Committee and/or the Designated Person shall review Executive's Bonus opportunity in good faith from time to time in accordance herewith, with the 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 each any calendar year Employee’s target Performance Bonus shall be equal paid at the time annual bonuses are paid to 100% of Employee’s annual Base Salary executive officers for such calendar year in effect on accordance with the last day Company's policies and practices, but in no event later than March 15 of the applicable calendar year (following the “Target Performance Bonus”); provided, that the percentage later of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, calendar year in which the Bonus is earned or (ii) the 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 calendar year in which the Bonus Plan necessary is no longer subject to satisfy a substantial risk of forfeiture within the requirements meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided , and the Treasury regulations and other guidance in effect thereunder (collectively, “Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5409A”).

Annual Bonus. During the Term, Employee (i) The Executive shall be eligible to receive earn an annual performance bonus payment (a the “Performance Bonus”) for each calendar year pursuant full Fiscal Year ending during the Term, based upon the Company’s achievement of performance goals to an annual cash be established by the Committee for each Fiscal Year. Concurrently with the adoption of performance targets for other employee bonus program plans, but in no event later than 90 days after the commencement of each Fiscal Year, the Committee shall establish a Company performance target (the “Target”) for such Fiscal Year, which may consist of one or more performance measurements. For purposes of this Agreement, the “Actual Performance” of the Company shall be determined by the Committee, and, if the Target for a Fiscal Year includes a measurement that is earnings-based, such measurement shall be determined after deducting current amounts for all Company bonus programs, including the Bonus Plan”)for which Actual Performance is being determined. Pursuant For the avoidance of doubt, any earnings-based measurement will be an “after bonus” amount such that, if all bonuses amount to $100, and the terms measurement criteria before deducting bonuses is $900, then the Actual Performance for the period would be $800. The Committee will determine annually if Actual Performance equals or exceeds Target for the Fiscal Year, and the amount of the Bonus Planshall be determined as follows: Less than 90% of Target 0 90% of Target 35 % 100% of Target 70 % 125% of Target 140 % Greater than 125% of Target 140% plus, for each annual Performance one-percentage point over 125% of Target, an additional 2.8% of Base Salary The Bonus shall be payable based on calculated using straight line interpolation for Actual Performance between 90% and 100% of Target. For Actual Performance between 100% and 125% of Target, the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 10070% of Employee’s annual Base Salary plus 2.8% of Base Salary for each whole one-percentage point by which the Actual Performance exceeds the Target. The applicable Base Salary shall be that in effect on the last day of the applicable calendar year relevant Fiscal Year. (ii) Notwithstanding the foregoing, any portion of the Bonus which would otherwise be earned in respect of any Fiscal Year in excess of 140% of Base Salary (such portions, the “Target Excess Bonus”), shall not be deemed earned until the last day of the Fiscal Year following the Fiscal Year to which such Excess Bonus relates and shall only be earned and payable if the Company achieves Actual Performance Bonusfor the subsequent Fiscal Year of not less than 90% of the Actual Performance for the Fiscal Year for which the Excess Bonus was calculated. The Bonus with respect to any Fiscal Year shall in no event be greater than 300% of Base Salary. (iii) Except as otherwise provided in Section 6 hereof, the Bonus shall be paid on the date on which bonuses are typically paid to the senior most executives of the Company (such date, the “Bonus Payment Date”); provided, however, that the percentage Bonus Payment Date shall in no event be later than 90 days following the end of Employee’s annual Base Salary the Fiscal Year to which such Bonus relates, and provided, further, that applies such Bonus shall not be payable to an Executive whose employment with the Company is terminated after the Fiscal Year as to which such Bonus relates and before the Bonus Payment Date by the Company under subsection 5(c) hereof (for purposes Cause). (iv) In respect of determining Employee’s Target Performance Bonus Fiscal Year 2004, the Executive shall be eligible for a given year may bonus, if applicable, in an amount to be increased above 100% determined by the Committee in its sole discretion. (but not decreased without v) Notwithstanding anything herein to the Employee’s written consentcontrary, the Bonus will be earned and paid in accordance with the terms of a to-be-established executive bonus plan (“Bonus Plan”) to be adopted by the Board (or a designated committee thereof) in its discretion. For each calendar yearno later than December 25, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved2004, and (iii) such other applicable terms and conditions of submitted for approval to the Company’s shareholders at the next shareholders meeting following its adoption, in a manner intended to qualify the Bonus Plan necessary to satisfy the requirements of as “performance-based compensation” under Section 409A 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”)) and the regulations promulgated thereunder. Except as otherwise provided Accordingly, no Bonus shall be earned or paid in Section 5the event the Bonus Plan is not approved by the shareholders of the Company. The Bonus Plan shall provide that the Target and its constituent performance measurements may be equitably adjusted by the Committee in its sole discretion to reflect changes in capitalization, any Performance Bonus that Employee becomes including, without limitation, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, other relevant changes in capitalization, extraordinary non-recurring events, acquisitions and other corporate changes. (vi) The Executive shall not be entitled to receive (as a result an annual cash bonus pursuant to any plan or arrangement of the applicable performance targets ultimately being achieved) will Company that is in existence as of the Effective Date, provided that no flexible benefit or deferred compensation plan shall be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5plan or arrangement.

Annual Bonus. During the Employment Term, Employee shall Executive will be eligible to receive an annual earn a discretionary cash performance bonus payment (a an “Performance Annual Bonus”) for each under the Company’s incentive bonus program. Executive’s annual bonus opportunity with respect to any calendar year pursuant to an annual cash performance bonus program shall be seventy-five percent (75%) of the amount paid as Annual Base Salary during such calendar year at the target achievement (the “Bonus PlanTarget Bonus”). Pursuant to the terms ) and one hundred fifty percent (150%) of the amount paid as Annual Base Salary during such calendar year at the maximum achievement. The amount of any Annual Bonus Planpayable under the incentive bonus program may thus vary from zero percent (0%) to one hundred fifty percent (150%), each annual Performance 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 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 calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) such date as is determined by the Board (or a designated committee thereof) in its discretion. For each calendar yearsole discretion for the payment of all such annual bonuses, which date shall be as soon as reasonably practicable after the Board (or a designated committee thereof) will determine and establish in writing (i) final audited financial performance information for the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance Company 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 available for the calendar year to which such annual bonuses relate. Notwithstanding any other provision of this Agreement, no bonus relates shall be payable with respect to any calendar year unless Executive remains continuously employed with the Company during the period beginning on the Effective Date and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for ending on the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, bonus payment date except as otherwise provided in Section 55(a) and Section 5(c)(iv). (i) For example, if Executive is employed for six (6) months during 2014, and 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 Executive as Annual Base Salary during the calendar year in which the Effective Date occurs, Executive shall be treated as if the Company had paid Executive Annual Base Salary at a rate of three hundred fifty thousand dollars ($350,000) per annum during the portion of such year in which Executive provided services to the Company under the Consulting Agreement in addition to such amounts as are paid to Executive during such year under Section 3(a).

Annual Bonus. During In addition to the TermBase Salary, Employee for each calendar year that ends during the Employment Period, the Executive shall be eligible to receive an annual performance performance-based bonus award payment (a the “Performance Annual Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to determined in accordance with the terms and conditions set forth in the Company’s annual bonus plan for that year, with a target Annual Bonus 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 10075% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the up to a maximum of 150% of Base Salary. The Target Bonus percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may shall be increased above 100% (but not decreased without the Employee’s written consent) reviewed at least annually by the Board (or a designated committee thereof) in its discretion. For each calendar year, and is subject to adjustment at the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage discretion of the target annual performance is achievedBoard, and but may in no event be less than 75% of Base Salary. The Executive shall be paid Annual Bonus amounts, if any, in cash (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 except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (the following sentence) at the same time as a result the other senior executives of the applicable Company are paid corresponding annual performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar yearamounts, but in no event later than March 15 of the calendar year two and one-half (2-1/2) months following the calendar year with respect to which such Performance the Annual Bonus relates. For purposes of clarityis earned, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day provided that he is employed hereunder as of the calendar year applies date such amount is paid, or due to a calendar year for which Employee is employed through the last day of the calendar yearbe paid, except as otherwise provided in Section 55 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 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 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 around the Effective Date and in the form attached hereto as Exhibit A, by and among the Parent and the stockholders named therein, as it 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. During the TermEmployment Term and commencing with fiscal year 2019, Employee the Executive shall be eligible to receive an annual performance bonus cash incentive 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 (a any such annual bonus, an “Performance Annual Bonus”) for each calendar year pursuant with an aggregate target bonus opportunity equal to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms 158.333% 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 as in effect on for the last day of fiscal year to which the applicable calendar year Annual Bonus relates (the “Target Performance Bonus”); provided, that the percentage which shall be comprised of: (i) a capped portion equal to 75% of Employee’s annual Base Salary that applies for purposes (the “Capped Portion”), plus (ii) an uncapped portion equal to 83.333% of determining Employee’s Base Salary (the “Uncapped Portion”). For the initial year of this Agreement, such 158.333% Target Performance Bonus would result in an aggregate payment of $950,000 at fully realized target performance. The Executive shall be eligible to receive this Annual Bonus for a given each performance year may be increased above 100% (but not decreased without during the Employee’s written consent) Employment Term upon the attainment of threshold performance of one or more pre-established performance goals established by the Board (or a designated committee thereof) in its reasonable discretion, after consulting with the Executive. For each calendar yearThe actual amount of the Capped portion of 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 designated committee thereof) will determine and establish in writing (i) for the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage period. The actual amount of the target annual 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 achievedbelow or above the applicable threshold levels of performance, and shall be determined pursuant to a formula established in good faith by the Board (iiior a committee thereof) 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 for the applicable performance targets ultimately being achieved) will period. Bonus recommendations are made by management and subsequently approved by the Board’s Compensation & Leadership Development Committee. Any Annual Bonus payable hereunder shall be deemed earned on paid in the last day fiscal year following the end of the calendar fiscal year to which such bonus relates and will be Annual Bonus relates, at the same time annual bonuses are paid to Employee as soon as administratively feasible following preparation other senior executives of the Company, subject to the Executive’s unaudited financial statements for continued employment with the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed Company through the last day date of the calendar yearpayment, except as otherwise provided in Section 59 hereof or due to expiration of the stated Employment Term under this Agreement.

Annual Bonus. During the Term, Employee The Executive shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to paid an annual cash performance bonus program (the an “Bonus PlanAnnual Bonus”). Pursuant to the terms ) in respect 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 that ends during the Employment Term, to the extent earned based on performance against objective and reasonably attainable performance criteria. The performance criteria for any particular calendar year shall be determined in good faith by the Committee no later than ninety (90) days after the commencement of such calendar year and, in any event, shall be substantially consistent with the performance criteria applicable to other senior executives of the Company for the applicable year. The Executive’s Annual Bonus for a calendar year shall equal to 100169% of Employee’s annual his Annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance 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); provided, that and with a maximum bonus no greater than 225% of his Annual Base Salary. The Committee shall retain the percentage of Employeediscretionary authority to reduce (but not increase) the Executive’s annual Base Salary that applies for purposes of determining EmployeeAnnual Bonus from the amount determined in the preceding sentence. The Executive’s Target Performance Annual Bonus for a given calendar year may shall be increased above 100% (but not decreased without the Employee’s written consent) determined by the Board (or a designated committee thereof) Committee after the end of the calendar year and shall be paid to the Executive when annual bonuses for that year are paid to other senior executives of the Company generally, but in its discretion. For each no event later than March 15 of the following calendar year, unless the Board (or a designated committee thereof) will determine and establish in writing (i) Executive shall elect to defer the applicable performance targets, (ii) receipt of such Annual Bonus pursuant to an arrangement implemented by the 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 Employer that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except In carrying out its functions under this Section 2(b)(ii), the Committee shall at all times act reasonably and in good faith, and shall consult with Executive to the extent appropriate. The Annual Bonus shall be paid in cash, fully vested and freely transferable shares of common stock of FR (“Common Stock”) or a combination thereof, as otherwise determined by the Committee; provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result the percentage of the applicable performance targets ultimately being achieved) will Executive’s Annual Bonus paid in stock shall not be deemed earned on greater than that of other senior executives generally. Notwithstanding anything in the last day of foregoing to the calendar year to which such bonus relates and will contrary, Executive’s Annual Bonus for 2016 shall be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance his Target Bonus relates. For purposes of claritymultiplied by a fraction, the reference in numerator of which shall be the preceding sentence to a Performance Bonus being deemed number of days from and including the Effective Date through and including December 31, 2016, and the denominator of which is 366 (the “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 52016 Proration”).

Annual Bonus. During the Term, Employee The Executive shall be eligible to receive an annual bonus with respect to the calendar year in which the Effective Date occurs based on the Company’s performance as measured against goals related to general Company performance and to the assimilation of the Company into Parent, which goals shall be established in consultation with Executive. The target annual bonus payment for such period shall not be less than 100% of the Base Salary payable for such calender year (a “Performance Bonus”) which Base Salary shall be determined by including any amount deferred for each calendar such year pursuant to Section 162(m) of the Code), with a maximum bonus opportunity of not less than 200% of such Base Salary. To the extent that the Executive receives a pro rata bonus award under the Company’s bonus plan as in effect prior to the Effective Date for the period from January 1, 2001 through the Effective Date, then the Annual Bonus payable with respect to the remainder of such calendar year shall be a pro rata bonus, based on the fraction of the calendar remaining as of the Effective Date. With respect to each subsequent calendar year in the Employment Term, the Executive shall be eligible to receive an annual cash bonus with respect to the calendar year based on the Company’s performance as measured against goals established in consultation with Executive, and based on an annual target bonus program of 100% of Base Salary and a maximum bonus opportunity of 200% of Base Salary. To the extent that Executive’s employment during such calendar year is less than the full calendar year (for example, because the Initial Term expires during such year and is not renewed), then such annual bonus shall be pro rated to reflect such period. Supplemental Payment: Executive shall receive a Supplemental Payment equal to $19.2 million (the “Bonus PlanSupplemental Payment”). Pursuant ; provided, however, that Parent, Company and Executive acknowledge that such amount is based on a December 1, 2000, estimate prepared by Xxxxxx Xxxxxxxx LLP (which estimate has been delivered to Parent, Company and Executive and assumes certain facts not known as the date hereof) and Xxxxxx Xxxxxxxx LLP shall update the calculation of the Supplemental Payment immediately prior to the terms Effective Date based upon the actual facts, which updated amount shall be the Supplemental Payment. Unless the Supplemental Payment is to be credited to the Parent’s Executive Income Deferral Program pursuant to the election of the Bonus Plan, each annual Performance Bonus Executive made in the time and manner required by such Plan (in which case it shall be payable based on the achievement of reasonable performance targets established paid in accordance herewithwith the terms thereof), and for each calendar year Employee’s target Performance Bonus the Supplemental Payment shall be equal paid not later than thirty (30) days following the last day the Initial Term, provided Executive is employed with the Company or an Affiliated Company through such date. The Executive’s death, termination by the Executive for Good Reason or termination of Executive by the Parent or Company other than for Cause shall be a “Qualifying Termination.” Upon a Qualifying Termination before the Supplemental Payment has been paid in full, the Executive (or his beneficiary) shall be entitled to 100% receive such unpaid Supplemental Payment in a lump sum no later than thirty (30) days following such termination, unless the Supplemental Payment is to be credited to the Parent’s Executive Income Deferral Program pursuant to the election of Employeethe Executive made in the time and manner required by such Plan (in which case it shall be paid in accordance with the terms thereof). In the event the Executive’s annual Base Salary in effect on employment terminates prior to the last day of the applicable calendar Initial Term for any reason other than a Qualifying Termination, Executive shall forfeit his right to receive the Supplemental Payment. Number of Options: In each of 2001 and 2002, Executive will be granted a 10-year (option with respect to no less than 300,000 shares of Parent common stock. The 2001 grant shall be made not later than 30 days after the Effective Date and the 2002 grant will be made in 2002 when options are granted to Parent officers generally, but no later than the first anniversary of the Effective Date. Per-share exercise price: The options will be priced at the “Target Performance Bonus”); providedFair Market Value,” as defined in the LTIP, that of the percentage Parent stock on the Effective Date and will vest and become exercisable as to all of Employee’s annual Base Salary that applies for purposes the shares on the third anniversary of determining Employee’s Target Performance Bonus for a given year the date of grant (or such earlier date as may be increased above 100% (but not decreased without provided under the Employee’s written consent) by LTIP, such as upon death or the Board (or occurrence of a designated committee thereof) change in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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”control). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During the TermEmployment Period, Employee Executive shall be eligible have the opportunity to receive earn an annual performance bonus payment (a “Performance an "Annual Bonus”") for in respect of each calendar year in accordance with this Section 2(b) and pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Company's Annual Incentive Plan then existing for such calendar year; provided, however, that, except as may be provided in Section 4(f) hereof, the Annual Bonus Plan, each annual Performance Bonus for any calendar year shall be payable based to Executive only if Executive is employed by the Company on the achievement date on which such Annual Bonus is paid. In respect of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s 2002, Executive will have a target Performance bonus of 70% of Executive's Base Salary and a maximum bonus of 123% of Executive's Base Salary. In respect of calendar year 2003, it is currently anticipated that Executive's will have a target bonus of 80% of Executive's Base Salary and a maximum bonus of 140% of Executive's Base Salary. Any Annual Bonus that becomes payable to Executive shall be equal to 100% payable either in the form of Employee’s annual Base Salary in effect on the last day cash, restricted shares of the applicable calendar year (the “Target Performance Bonus”)Company common stock or any combination thereof; provided, however, that it is currently anticipated that any Annual Bonus that becomes payable to Executive shall be paid in the percentage combination of Employee’s annual Base Salary that applies for purposes 50% cash and 50% restricted shares of determining Employee’s Target Performance the common shares of the Company. The amount of any Annual Bonus for a given year may and all other terms and conditions related thereto (including without limitation any performance criteria and the form of payment of such Annual Bonus) shall be increased above 100% (but not decreased without the Employee’s written consent) determined by the Board (or a designated committee thereof) Board, in its sole discretion. For each Notwithstanding anything to the contrary herein, in respect of the Annual Bonus, if any, earned by Executive in respect of calendar yearyear 2002, the Board (or a designated committee thereof) will determine and establish in writing amount of such Annual Bonus that becomes payable to Executive shall equal the excess, if any, of (i) the applicable performance targetsproduct of (x) the Annual Bonus for calendar year 2002 as determined by the Board multiplied by (y) a fraction, the numerator of which equals the number of whole months elapsed from the Commencement Date to December 31, 2002, and the denominator of which is 12, over (ii) the percentage Cash Advance (as defined below). In the event that any portion of annualized Base Salary Executive's Annual Bonus for calendar year 2002 becomes payable to Employee if some lesser or greater percentage in the forms of cash and restricted shares of the target annual performance is achievedCompany common stock, and (iii) the reduction of such other applicable terms and conditions Annual Bonus in the amount of the Bonus Plan necessary to satisfy Cash Advance as provided for in the requirements of Section 409A immediately preceding sentence shall first be made against the cash portion of the Internal Revenue Code of 1986, as amended (Annual Bonus and second against the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result restricted share portion of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5Annual Bonus.

Annual Bonus. During With respect to each Fiscal Year that ends during the Term, Employee the Executive shall be eligible to receive an annual performance cash bonus payment (a the “Performance Annual Bonus”) for each calendar year pursuant to an based upon Company annual cash EBITDA and/or other financial and non-financial performance bonus program targets (the “Bonus PlanPerformance 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. Pursuant 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 terms scale previously agreed between the parties hereto. The target Annual Bonus shall be 50% of the Annual Base Salary and the maximum Annual Bonus Planshall be 100% of the Annual Base Salary. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, each annual as determined by the Board (or any authorized committee of the Board). If the percentile level of achievement of a Performance Target is between two levels, the amount earned shall be determined on the basis of a straight-line interpolation between such levels. Each such Annual Bonus shall be payable based 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 required 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, except as set forth in Article V, no bonus shall be payable with respect to any Fiscal Year unless the Executive remains continuously employed with the Company during the period beginning on the achievement of reasonable performance targets established in accordance herewith, Effective Date and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect ending on the last day of such Fiscal Year. To the applicable calendar year (the “Target Performance Bonus”); provided, extent that the percentage Company becomes subject to Section 162(m) of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable Fiscal Year will be payable pursuant to a given year may be increased above 100% (but not decreased without the Employee’s written consent) “qualified performance-based compensation” bonus plan that has been approved 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 (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage stockholders of the target annual performance is achievedCompany in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and (iii) such other applicable terms and conditions on the basis 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of Executive’s or the Company’s unaudited attainment of objective financial statements for or other operating criteria established by the applicable calendar year, but Compensation Committee in no event later than March 15 its sole good faith discretion and in accordance with Section 162(m) of the calendar year following Code and the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5regulations promulgated thereunder.

Annual Bonus. During Commencing in 2021, and continuing during each subsequent calendar year of the TermEmployment Period, Employee the Executive shall be eligible for an annual cash bonus (the “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 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 Target Bonus Amount, 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 performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Annual Bonus Plan”). Pursuant to in accordance with the terms of the Bonus Planbonus program established by the Company for the Executive prior to the Effective Date, each annual Performance Bonus shall be payable based on the achievement of reasonable actual 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 calendar year (the “Target Performance Bonus”)with such program; provided, that the percentage of EmployeeExecutive’s annual Base Salary that applies target bonus under such program for purposes of determining Employee’s 2020 shall be deemed equal to the Target Performance Bonus Amount. The Annual Bonus for a given each 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 (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 to which such bonus relates and will shall be paid to Employee the Executive as soon as administratively feasible reasonably practicable following preparation the end of such year and at the same time that other senior executives of the Company’s unaudited financial statements for the applicable calendar yearCompany receive bonus payments, but in no event later than March 15 following the end of the calendar year following the calendar year to which such Performance Annual Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During the Term, Employee Executive shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to paid an annual cash performance bonus program (an “Annual Bonus”) in respect of each calendar year that ends during the 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 Board (the “Compensation Committee”) no later than 90 days after the commencement of such calendar year or at such other time as determined by the Compensation Committee. Executive’s target Annual Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus opportunity for a calendar year shall be payable no less than 125% of his Base Salary during the President Period (with Executive’s 2023 target Annual Bonus opportunity based on the achievement of reasonable performance targets established Executive’s pro-rated base salary in accordance herewith, 2023 and for each calendar year Employee’s his new 2023 target Performance Bonus shall be equal to 100bonus opportunity level) and 150% of Employee’s annual his Base Salary in effect on the last day of the applicable calendar year while he serves as Chief Executive Officer (the “Target Performance Bonus”); provided) for the respective year if target levels of performance for that year (as established by the Compensation Committee when the performance criteria for that year are established) are achieved, that the percentage with greater amounts (up to 150% of Employee’s annual Base Salary that applies for purposes of determining EmployeeExecutive’s Target Performance Bonus during the President Period and up to 175% of Executive’s Target Bonus while he serves as Chief Executive Officer) 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 Compensation Committee for that year when it establishes the targets and performance criteria for that year). Executive’s Annual Bonus for a given calendar year may shall be increased above 100% (but not decreased without the Employee’s written consent) determined by the Board (or a designated committee thereof) in its discretion. For each calendar year, Compensation Committee after the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 end of the calendar year to which such bonus relates and will shall be paid to Employee as soon as administratively feasible following preparation Executive when annual bonuses for that year are paid to other senior executives of the Company’s unaudited financial statements for the applicable calendar yearEmployer, generally, but in no event later than March 15 of the following calendar year. Executive shall be eligible to earn and be paid an Annual Bonus for each year following that the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is Executive remains employed through December 31 of that year. In carrying out its functions under this Section 6(b) the last day of Compensation Committee shall at all times act reasonably and in good faith, and shall consult with Executive to the calendar year, except as otherwise provided in Section 5extent appropriate.

Annual Bonus. (a) During the Employment Term, Employee the Executive shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the an “Bonus PlanAnnual Bonus”). Pursuant to the terms ) in respect 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 that ends during the 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 10065% of Employeethe Executive’s annual Base Salary in effect on the last day of the applicable for such calendar year (the “Target Performance 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); provided, provided that the percentage Executive’s maximum Annual Bonus for any calendar year during the Employment Term shall equal 200% of Employeethe Target Bonus for such calendar year. The payment in 2020 of the Annual Bonus for 2019 will be prorated for the calendar year 2019 based on the Executive’s annual Base Salary that applies for purposes of determining Employeetime/performance in his prior capacity and time/performance as CFO. The Executive’s Target Performance Bonus for a given year may shall be increased above 100% (but not decreased without the Employee’s written consent) subject to annual review by the Board (or a designated committee thereof) in its discretion. For during the first ninety (90) days of each calendar year, 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. (b) The Executive’s Annual Bonus for a calendar year shall be determined by the Board (or a designated committee thereof) will determine and establish in writing (i) after the end of the applicable performance targets, (ii) calendar year based on the percentage level 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 achievement of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates criteria, and will shall be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but Executive in no event later than March 15 of the calendar year following the calendar year to which such Performance Annual Bonus relates. For purposes relates at approximately the same time annual bonuses are paid to other senior executives of clarityCompany and Parent, subject to continued employment at the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day time of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, payment (except as otherwise provided in Section 58 hereof).

Annual Bonus. During (i) Employee will participate in The Bon-Ton Stores, Inc. Cash Bonus Plan (“Cash Bonus Plan”) in accordance with its terms and 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 Termterms of the Cash Bonus Plan. To the extent reasonably practicable, the bonus shall be computed within 90 days following the close of the Company’s 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 his promotion to the position of Vice Chairman, Stores, Operations, Private Brand, Merchandise Planning and Allocation, as follows: (A) For the period through October 1, 2006, Employee shall be eligible for a bonus with the 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 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 Employee’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, one bonus will be paid, based upon provisions of subsections (A) and (B) above, depending upon the level of achievement with respect to the performance measures determined by the HRCC. (iii) For fiscal years of the Company subsequent to the Current Fiscal Year during the Term of this Agreement, Employee shall be eligible to receive an annual performance earn a bonus, with the following parameters: a threshold bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 10056.25% of Employee’s annual Base Salary in effect on the last day Salary; a target bonus of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage 75% of Employee’s annual Base Salary that applies for purposes Salary; and a maximum bonus of determining 112.5% of 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 discretionBase Salary. For each calendar yearIf earned, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 to which such one bonus relates and will be paid depending upon the level of achievement with respect to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for performance measures determined by the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5HRCC.”

Annual Bonus. During In addition to the TermBase Salary, Employee for each calendar year that ends during the Employment Period, the Executive shall be eligible to receive an annual performance performance-based bonus award payment (a the “Performance Annual Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to determined in accordance with the terms and conditions set forth in the Company’s annual bonus plan for that year, with a target Annual Bonus 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 calendar year (the “Target Performance Bonus”); provided, that the up to a maximum of 200% of Base Salary. The Target Bonus percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may shall be increased above 100% (but not decreased without the Employee’s written consent) reviewed at least annually by the Board (or a designated committee thereof) in its discretion. For each calendar year, and is subject to adjustment at the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage discretion of the target annual performance is achievedBoard, and but may in no event be less than 100% of Base Salary. The Executive shall be paid Annual Bonus amounts, if any, in cash (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 except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (the following sentence) at the same time as a result the other senior executives of the applicable Company are paid corresponding annual performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar yearamounts, but in no event later than March 15 of the calendar year two and one-half (2-1/2) months following the calendar year with respect to which such Performance the Annual Bonus relates. For purposes of clarityis earned, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day provided that he is employed hereunder as of the calendar year applies date such amount is paid, or due to a calendar year for which Employee is employed through the last day of the calendar yearbe paid, except as otherwise provided in Section 55 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 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 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 around the Effective Date and in the form attached hereto as Exhibit A, by and among the Parent and the stockholders named therein, as it 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. During For each calendar year during the TermContract Period while Executive is employed by DDR, Employee subject to achievement of the applicable performance criteria, the Company shall be eligible to receive make an annual performance bonus incentive payment to Executive, in cash, for such calendar year (a an “Performance Annual Bonus”) for each between January 1 and March 15 of the immediately subsequent calendar year pursuant to an annual cash performance bonus program year, determined and calculated in accordance with the percentages set forth on Exhibit A attached hereto (the “Bonus Plan”). Pursuant and rounded to 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 calendar year (the “Target Performance Bonus”nearest dollar); provided, however, that for 2016 and 2019, the percentage Annual Bonus payout shall be pro-rated based on the number of Employeedays Executive is employed by the Company during such calendar year. The Company’s annual Base Salary payment of an Annual Bonus to Executive shall be determined based on the factors and criteria that applies for purposes of determining Employee’s Target Performance Bonus for a given year have been or may be increased above 100% (but not decreased without established from time to time for the Employee’s written consent) calculation of the Annual Bonus by the Board Committee after consultation with Executive; provided, however, that for 2016, the Annual Bonus payout for Executive will be no less than the “Target” payout amount set forth on Exhibit A attached hereto (or a designated committee thereof) pro-rated as described in its discretionthe immediately preceding sentence), subject to increase in the sole discretion of the Committee based on the applicable factors and criteria as set forth on Exhibit A attached hereto. For the avoidance of doubt, Executive’s start date of July 8, 2016 will be used for the 2016 Annual Bonus proration, and assuming that Executive remains employed through December 31, 2016, Executive’s 2016 Annual Bonus shall be no less than $484,932. For each calendar yearyear of the Company in the Contract Period (beginning with 2017) while Executive is employed by DDR, the Board (or a designated committee thereof) the Committee will determine establish, in consultation with Executive, and establish in writing (i) 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 performance targetsto, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage determination of the target annual performance is achieved, and (iii) Annual Bonus for Executive for 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event not later than March 15 of such year. There is no guaranteed Annual Bonus under this Agreement for calendar years following 2016, and for each such year, Executive’s Annual Bonus could be as low as zero or as high as the calendar year following maximum percentage set forth on Exhibit A attached hereto. Notwithstanding anything in this Agreement to the calendar year contrary, each Annual Bonus after the 2016 Annual Bonus shall be on the terms and subject to such conditions as are specified for the particular Company plans or programs pursuant to which such Performance the Annual Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5granted.

Annual Bonus. During the TermTerm and beginning with calendar year 2016, Employee shall Executive will be eligible to receive participate in an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an incentive program established by the Board or the Compensation Committee. Executive’s annual cash performance bonus compensation under such incentive program (the “Bonus PlanAnnual Bonus”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus ) shall be payable based on the achievement initially targeted at a cash amount of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 10075% of Employee’s annual his Annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”), with the expectation that the Annual Bonus will scale upward and downward based on individual and/or actual Company performance, as determined by the Board or the Compensation Committee. Beginning with calendar year 2017, the Target Bonus shall be subject to adjustment, as determined by the Board or the Compensation Committee on account of any increased equity incentive opportunities; provided, however, that no such adjustment may reduce the percentage Target Bonus to below a targeted cash amount of Employee’s annual 65% of the Annual Base Salary that applies for purposes without prior approval by Executive. The payment of determining Employee’s Target Performance any Annual Bonus for a given year pursuant to the incentive program shall be subject to all applicable performance determinations as may be increased above 100% (but not decreased without the Employee’s written consent) made annually by the Board (or a designated committee thereof) in its discretion. For each calendar yearthe Compensation Committee, and Executive’s continued employment with the Board (Company through the date of payment; provided, however, that if Executive’s employment terminates due to death, Disability, without Cause, or a designated committee thereof) will determine and establish in writing (i) the applicable performance targetsfor Good Reason pursuant to Sections 3(a)(i), (ii), (iv), or (vi) the percentage of annualized Base Salary payable Company shall pay to Employee Executive (or Executive’s estate, if some lesser or greater percentage applicable), a pro-rated portion of the target annual performance is achievedAnnual Bonus to which Executive would have been entitled had Executive’s employment not so terminated, based on the number of days Executive was employed during such year, subject to (except in the event of Executive’s death) Executive’s execution and non-revocation of a Release (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”defined below). Except as otherwise provided in Section 5The Annual Bonus, any Performance Bonus that Employee becomes entitled if any, shall be paid to receive Executive no later than seventy-five (as a result of 75) days following the applicable performance targets ultimately being achieved) will be deemed earned on the last day end of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Annual Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Any Annual Bonus being deemed “earned” earned for calendar year 2016 shall be pro-rated based on the last day number of days beginning with the calendar year applies to a calendar year for which Employee is employed Effective Date through the last day of the calendar yearand including December 31, except as otherwise provided in Section 52016.

Annual Bonus. During the TermTerm of Employment, Employee Executive shall be eligible to participate in the annual bonus plan adopted by the Company from time to time (the “Annual Bonus Plan”), pursuant to which Executive shall be eligible to receive an annual performance incentive bonus payment (a “Performance Bonus”) for award in respect of such fiscal year, and each calendar subsequent year pursuant to an annual cash performance bonus program during the Term of Employment (the “Bonus PlanAnnual Bonus”). Pursuant to , with the terms actual Annual Bonus payable under the Annual Bonus Plan being based upon the level of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable Company and/or individual performance targets objectives for such fiscal year, as established in accordance herewith, by the Compensation Committee and for each calendar year Employee’s communicated to Executive. The target Performance Annual Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Annual Bonus”) shall be not less than 150% of Base Salary. The Annual Bonus targets for 2019 will be established and approved by the Compensation Committee but generally consistent with the terms discussed with Executive prior to the date hereof (unless otherwise agreed to by the parties); provided, provided that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given fiscal 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 year2019, the Board (or a designated committee thereof) Annual Bonus payable, if any, will determine be pro-rated based on the Commencement Date and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage portion of the target annual performance fiscal year Executive is achieved, and (iii) such other applicable employed with the Company. The Annual Bonus shall otherwise be subject to the terms and conditions of the Annual Bonus Plan necessary Plan, as established by the Compensation Committee and communicated to satisfy Executive, with 50% payable in stock and 50% in cash, unless otherwise determined by the Compensation Committee. Any earned Annual Bonus for a fiscal year shall be paid to the Executive at the same time as annual bonuses are generally payable to other senior executives of the Company, subject to Executive’s continuous employment through the applicable performance period, but in no event later than the 15th day of the third month following the close of such fiscal year, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During the TermEmployment Period (including for all of 2018 without pro-ration), Employee the Executive shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to paid an annual cash performance bonus program (an “Annual Bonus”) under the Company’s annual bonus plan (as in effect from time to time for senior executives and, 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 and each fiscal year that ends during the Employment Period, to the extent earned based on performance against performance criteria. The performance criteria for any particular fiscal year shall be determined by the Compensation Committee of the Board (the “Bonus PlanCommittee”). Pursuant to , in good faith, after consultation with the terms Executive, no later than sixty (60) days after the commencement of the Bonus Planrelevant bonus period. For fiscal year 2019 and thereafter throughout the Employment Period, each the Executive’s annual Performance Bonus bonus opportunity 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 no less than 100% of Employeethe Executive’s annual Base Salary in effect on as of the last day beginning of the applicable calendar year bonus period (the “Target Performance Bonus”); provided, if target levels of performance for that year are achieved, up to a maximum of 200% of the percentage of EmployeeExecutive’s annual Base Salary that applies for purposes of determining EmployeeSalary. The Executive’s Target Performance Annual Bonus for a given year may bonus period shall be increased above 100% (but not decreased without the Employee’s written consent) determined by the Board (or a designated committee thereof) in its discretion. For each calendar year, Committee after the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 end of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates period and will shall be paid to Employee as soon as administratively feasible following preparation the Executive when annual bonuses for that year are paid to other senior executives of the Company’s unaudited financial statements for the applicable calendar yearCompany generally, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Annual Bonus relates. For 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 clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5this Agreement.

Annual Bonus. During the Term, Employee The Executive shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to during the Employment Period in an amount targeted at seventy-five percent (75%) of the Executive’s then-effective annual cash performance bonus program base salary (the “Bonus PlanAnnual Bonus”), contingent upon the Executive achieving certain targeted goals that will be mutually agreed to by the Board and the Executive no later than 90 days after the commencement of such calendar year. Pursuant The Executive shall be eligible to the terms receive an Annual Bonus in excess of the targeted Annual Bonus Planif Company performance exceeds 100% of the targeted goals, and Annual Bonuses below the target amount shall be payable if actual performance at least equals a minimum threshold, each as approved by the Board in consultation with the Executive at the time the annual Performance performance goals are established as provided in the immediately-preceding sentence. Notwithstanding the foregoing, for calendar year 2010, the Annual Bonus shall be payable determined based on the achievement of reasonable performance targets established plan in accordance herewitheffect prior to the Effective Date, 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 calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) fifty percent (50%) of the applicable performance targetsAnnual Bonus, based on the estimate of such Annual Bonus in accordance with the provisions of the resolutions of the Board dated November 26, 2010, shall be paid to the Executive no later than December 31, 2010, and (ii) the percentage remaining portion of annualized Base Salary payable to Employee if some lesser or greater percentage such Annual Bonus (determined based on actual performance, and offset by the prior payment) shall be paid promptly following the closing of the target annual performance is achievedaccounting books for calendar year 2010, and (iii) such other applicable terms and conditions of in all events no later than March 15, 2011. Subject to 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 5immediately-preceding sentence, any Performance Annual Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will the Executive may be entitled under this Section 3(b) shall be paid to Employee in cash in the form of a lump sum as soon as administratively feasible practicable following preparation the completion of the Company’s unaudited financial statements audit for the applicable calendar fiscal year, but and in no event later than March 15 April 30 after the end of the calendar year following the calendar fiscal year to which such Performance Annual Bonus relates. For purposes of clarity, Whether and to what degree the reference 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 preceding first sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in this Section 54(b) and consistent with past practices.

Annual Bonus. During The Company shall pay to Executive an annual cash bonus as set forth below (the “Annual Bonus”): (i) With respect to Executive’s Annual Bonus for the 2014 calendar year, Executive shall be entitled to an Annual Bonus equal to $265,225 and such amount shall constitute a cost and expense of administration of the Company’s chapter 11 case and shall be paid in cash, in full, on the Effective Date. (ii) With respect to Executive’s Annual Bonus for the 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 and each subsequent calendar year during the Term, Employee the Company shall pay Executive an Annual Bonus, subject to the discretion of the Compensation Committee, based upon a target bonus opportunity of 100% of Executive’s then current Base Salary, based upon the achievement of performance criteria and goals approved by the Compensation Committee. Such performance criteria and goals shall be eligible to receive an annual materially consistent in nature and degree of difficulty with the performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant criteria established with respect to the terms of Annual Bonus for the Bonus Plan, each annual Performance 2015 calendar year. Each such Annual Bonus shall be payable based on paid as soon as practicable but no later than March 15th of the achievement year following the year to which the Annual Bonus relates. (iv) Notwithstanding anything herein to the contrary, in the event of reasonable performance targets established a Change of Control of the Company, Executive shall receive an Annual Bonus for the year in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be which the Change of Control occurs equal to 100% the greater of Employee’s annual Base Salary in effect (i) the 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 the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each such calendar year, payable at the Board (or times set forth above. If a designated committee thereof) will determine and establish Change of Control occurs in writing (i) the applicable performance targets, (ii) the 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 2016 calendar year prior to which the time that the Annual Bonus for the 2015 calendar year has been paid, such bonus relates and will Annual Bonus shall be paid to Employee as soon as administratively feasible following preparation Executive on the effective date of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 Change of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5Control.

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance for discretionary bonus payment (a “Performance Bonus”) compensation for each complete calendar year pursuant to an annual cash performance bonus program that Employee is employed by the Company hereunder (the “Bonus PlanAnnual Bonus”). Pursuant to the terms of the Bonus Plan, each annual Performance Each Annual Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s have a target Performance Bonus shall be equal to 100value that is not less than 70% of Employee’s annual Base Salary as in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 to which such Annual Bonus relates (the “Bonus Year”) and a maximum value equal to 140% of Employee’s Base Salary as in effect on the last day of such Bonus Year. The performance targets that must be achieved in order to be eligible for certain bonus relates levels shall be established by the Board (or a committee thereof) annually, in its sole discretion, and will communicated to Employee within the first ninety (90) days of the applicable Bonus Year. Notwithstanding the foregoing, Employee shall (i) receive a bonus in the amount of 35.0% of Employee’s Base Salary, pro-rated for the portion of the 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 35.0% of Employee’s Base Salary and a maximum value equal to 70% of Employee’s Base Salary (the “2017 Performance Bonus”), which 2017 Performance Bonus shall be based on the achievement of performance targets established by the Board (or a committee thereof) related to the Company’s budget and forecast in place sixty (60) days following the Effective Date. Each Annual Bonus (including the 2017 Guaranteed Bonus and 2017 Performance Bonus), if any, shall be paid to Employee as soon as administratively feasible following preparation of after the Company’s unaudited financial statements Board (or a committee thereof) certifies whether the applicable performance targets for the applicable calendar yearBonus Year have been achieved, but in no event later than March 15 of the calendar year following the calendar year end of such Bonus Year. Notwithstanding anything in this Section 3(b) to the contrary, no 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 relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee Bonus) is employed through the last day of the calendar year, except as otherwise provided in Section 5paid.

Annual Bonus. During Commencing with the TermCompany’s fiscal year 2011 and for each full or partial fiscal year thereafter during the Employment Period, Employee in addition to the Base Salary, the Executive shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) earn, for each calendar year pursuant to ending during the Employment Period, an annual cash performance bonus program (an “Annual Bonus”) under the “Company’s bonus plan or plans applicable to senior executives. The amount of any Annual Bonus Plan”). Pursuant and the performance goals applicable to such Annual Bonus for the relevant year shall be determined in accordance with the terms and conditions of said bonus plan as in effect from time to time with 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 following award levels: (1) threshold equal to 100125% of Employee’s annual Base Salary; (2) target equal to 225% of Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Annual Bonus”); (3) high equal to 250% of Base Salary; and (4) superior (maximum) equal to 300% of Base Salary; provided, however, that no minimum bonus is guaranteed and any bonus may equal zero in any given year. The Annual Bonus payable, if any, in respect of any calendar year performance period shall be paid no later than the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given March 15 immediately following such calendar 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 discretionperformance period. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 The terms and conditions of any such bonus plan shall be determined by the Bonus Plan necessary to satisfy the requirements Compensation Committee in its sole discretion.” (c) The last two sentences of Section 409A 2(b)(iv) of the Internal Revenue Code of 1986, as amended (Employment Agreement shall be deleted in their entirety and replaced with the following: “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of Commencing with the Company’s unaudited financial statements fiscal year 2011 and for each full or partial fiscal year thereafter during the applicable calendar yearEmployment Period, but in no event later than March 15 of the calendar year following the calendar year addition to which such Performance Bonus relates. For purposes of clarityBase Salary, the reference Executive shall be eligible to earn equity awards under the Company’s long-term incentive plan, subject to vesting and other conditions determined by the Compensation Committee, in its sole discretion. The form, amount and terms of equity awards, if any, shall be determined by the Compensation Committee in accordance with the terms and conditions of plans as in effect from time to time with the following award levels: (1) threshold equal to 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 preceding sentence to a Performance Bonus being deemed “earned” on form equity award agreements customarily utilized by the last day of the calendar year applies to a calendar year Company for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5its senior executives.”

Annual Bonus. (i) During the TermEmployment Period, Employee Executive shall be eligible to receive for an annual bonus in an amount determined by the President based on Executive’s performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program of her duties and the Company’s other compensation policies (the “Bonus PlanAnnual Bonus”). Pursuant to For the terms of three year period commencing on the Bonus PlanEffective Date through the third anniversary thereof, each annual Performance the target for the Executive’s Annual Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, one hundred 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 calendar year fifty thousand dollars ($150,000) (the “Target Performance BonusAmount”) 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 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 the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but if Executive is not decreased without the Employee’s written consent) employed by the Board (or a designated committee thereofCompany as of the date of payment of the last installment bonus pursuant to Section 2(a)(iv) in its discretion. For each calendar yeardue to the Company’s decision not to renew the Employment Period beyond the Initial Period, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, then Executive shall receive such last installment bonus payment when it is generally paid to other members of senior management. (ii) For the percentage of annualized Base Salary payable twelve (12) month period commencing on the Effective Date, Executive shall be entitled to Employee if some lesser an Annual Bonus not less than the ‘Target Amount, which shall be paid in four equal quarterly installments commencing on or greater percentage of the target annual performance is achievedabout July 31, and 2002. (iii) such other applicable terms and conditions For the twelve (12) month period commencing on the first anniversary of the Effective Date, Executive shall be entitled to an Annual Bonus Plan necessary to satisfy the requirements of Section 409A not less than fifty percent (50%) of the Internal Revenue Code Target Amount, which shall be paid in four equal quarterly installments commencing on or about July 31, 2003. (iv) For the twelve (12) month period commencing on the second anniversary of 1986the Effective Date, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes Executive shall be entitled to receive an Annual Bonus not less than twenty-five percent (as a result 25%) of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to Target Amount, which such bonus relates and will shall be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar yearin four equal quarterly installments commencing on or about July 31, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 52004.

Annual Bonus. During the Term, Employee Executive shall be eligible to receive earn an annual performance cash bonus payment award (a the “Performance Annual Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement level (threshold, target or maximum) of reasonable performance targets established in accordance herewithobjectives adopted by the Compensation Committee within the first three months of each fiscal year during the Term of Employment. During each fiscal year, and for each calendar year Employeeif the threshold level of performance on objectives is achieved, Executive’s target Performance Annual Bonus shall will be equal to 10025% of EmployeeExecutive’s annual Base Salary in effect on the last day of the applicable calendar year (which number is the “Target Performance Threshold Annual Bonus”); providedif the target level of performance on objectives is achieved, that the percentage Executive’s Annual Bonus will be 50% of EmployeeExecutive’s annual Base Salary that applies (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 purposes of determining Employee’s Target Performance such year. Any earned Annual Bonus for a given fiscal year may shall be increased above 100% (but not decreased without paid to Executive during the Employeefollowing fiscal year at the same time as annual bonuses are generally payable to other senior executives of the Company, subject to Executive’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 (i) continuous employment through the applicable performance targets, (ii) the 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar yearperiod, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last 15th day of the calendar year applies to a calendar year for which Employee is employed through fourth month following the last day close of such fiscal year. On the third, the fifth, and the seventh anniversary of the calendar yearEffective Date, except Threshold Annual Bonus, Target Annual Bonus, and Maximum Annual Bonus, all as otherwise percentages 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 in Section 5however 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. During the Term, Employee The Executive shall be eligible to receive an annual performance bonus payment participate in the X. X. Xxxxxxxxx & Sons Company Senior Management Annual Incentive Plan (a “Performance Bonus”the "Management Incentive Plan") and shall be granted award(s) under the Management Incentive Plan providing for each calendar year pursuant to an annual cash performance incentive bonus program (the “"Annual Bonus") as follows: (1) As of the date of this Agreement, the Executive shall be granted an award in respect of the fiscal year ending December 31, 1997 providing for (i) a Target Award (as defined in the Management Incentive Plan) equal to 75% of Base Salary; (ii) a maximum bonus equal to two times the Target Award; (iii) a Base Annual Salary (as defined in the Management Incentive Plan) equal to $700,000, which amount shall be pro-rated as provided in the award; and (iv) such other terms and conditions as set forth in the form of award attached to this Agreement as Exhibit A; provided, however, that the Annual Bonus Plan”). Pursuant to in respect of the fiscal year ending December 31, 1997 shall equal the greater of (x) $525,000, pro-rated by multiplying such amount by a fraction, the numerator of which is the number of days during 1997 on which the Executive is employed by the Company and the denominator of which is 365, and (y) the amount, if any, determined in accordance with the terms of the Bonus Planaward. (2) In respect of each fiscal year of the Company commencing during the Employment Period, each annual Performance Bonus the Executive shall be payable based on the achievement granted an award in respect of reasonable performance targets established in accordance herewith, and such fiscal year providing 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 calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, a Target Award equal to 75% of Base Salary; (ii) a maximum bonus equal to two times the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and Target Award; (iii) a Base Annual Salary equal to the Executive's Base Salary as of the January 1 of such fiscal year; and (iv) 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 set forth 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 award substantially in the last day of the calendar year form attached to which such bonus relates and will this Agreement as Exhibit A. The Executive shall be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements his Annual Bonus for the applicable calendar year, but in each year no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5other senior executives are paid their annual bonuses.

Annual Bonus. (a) During the Term, Employee Executive shall be eligible to receive an annual bonus (the “Bonus”) with a target Bonus 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, 2007, Executive’s Bonus shall be based upon the satisfaction of performance bonus payment objectives and in accordance with the performance matrix to be determined by the Internal People Committee of Parent (the “Committee”) based upon the recommendations of the Executive Vice President International Commercial of Parent, or such other 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 and shall be determined on a weighted basis comprised of the following criteria: (i) Milestones based upon 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 each, separately, a “Performance BonusObjective”) ). For purposes of this Section 3.2(b), “Approved Annual Business Plan” means the detailed one year business, operating and strategic plan for each calendar year pursuant the Company, as approved by the EVP and the CVR Committee (as defined in the Contingent Value Right Agreement attached as Exhibit A to an annual cash performance bonus program the Merger Agreement (the “Bonus PlanCVR Agreement”)) as contemplated in the CVR Agreement, for the fiscal year. Pursuant to During FY 2006 and FY 2007, 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 the sum of: (A) (Target Bonus)(.4)(the Applicable Percentage for 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 the Applicable Percentage with respect to any given Performance Objective is determined in accordance with the performance matrix below. Less than 90% of Performance Objective 0% 90% of Performance Objective 50% 95% of Performance Objective 75% 100% of EmployeePerformance 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 Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable bonus with respect 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for current fiscal year ending September 30, 2005 (“FY 2005”), shall be based on the applicable calendar year, but Company’s bonus plan in no event later than March 15 effect as of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of claritydate hereof, the reference in the preceding sentence to a Performance Bonus being deemed “earned” as set forth on the last day Section 4.10(a) of the calendar year applies Company Disclosure Schedule to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5Merger Agreement.

Annual Bonus. During In addition to Executive’s Base Salary, during the Term, Employee Term Executive shall be eligible continue to receive an annual performance bonus payment (for services rendered by Executive to Xxxxxxx Energy equal to a “Performance Bonus”) for each calendar year pursuant specified percentage of Executive’s Base Salary, subject to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Planapplicable withholdings and deductions, each annual Performance Bonus which 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 Executive at such time as annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 to which such bonus relates and will be bonuses are paid to Employee as soon as administratively feasible following preparation other executives of the Company’s unaudited financial statements for the applicable calendar yearSOG, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relatesthe annual bonus relates (the “Annual Bonus”). For the avoidance of doubt, Executive’s Annual Bonus for fiscal 2019 shall include such amounts as are approved as part of the Annual Bonus by the Special Committee of the 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, the 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 thereafter be considered Executive’s “Annual Bonus” for purposes of claritythis Agreement. During the Term, Xxxxxxx Energy will continue to reimburse SOG for the reference full gross amount of Executive’s Annual Bonus, in accordance with the preceding sentence to a Performance Bonus being deemed “earned” on the last day terms of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5Services Agreement.

Annual Bonus. During the Term, Employee Executive shall be eligible to receive an participate in the Company’s annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant generally applicable to the terms named executive officers of the Bonus Plan, each Company on substantially the same terms and conditions generally applicable to such named executive officers; provided that (i) 50% of the Executive’s annual Performance Bonus shall bonus will be payable determined based on the achievement of reasonable achieving Adjusted EBITDA-based performance targets established in accordance herewith, goals and for each calendar year Employee’s target Performance Bonus shall be equal to 10050% of Employee’s annual Base Salary in effect based on the last day of the applicable calendar year achieving net cash flow-related performance goals; and (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (iii) the applicable performance targets, (ii) goals will be established by the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage Compensation Committee 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 Board (the “CodeCommittee”) in good faith after consultation with the Executive in advance. Executive’s minimum bonus opportunity (“Minimum Bonus”), target bonus opportunity (“Target Bonus”) and maximum bonus opportunity (“Maximum Bonus”) shall be 50%, 120% and 240%, respectively of Base Salary. Except as otherwise provided in Section 5, any Performance Executive will earn the applicable portion of his Maximum Bonus that Employee becomes entitled to receive (as a result upon achievement of 115% of the applicable performance targets ultimately being achieved) 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 deemed earned determined based on linear interpolation for performance falling between the last day of applicable performance goals for Target Bonus and Maximum Bonus and between the calendar year to which such bonus relates applicable performance goals for Minimum Bonus and will Target Bonus. Notwithstanding the foregoing, for the 2010 performance year, Executive’s Target Bonus shall be paid to Employee as soon as administratively feasible following preparation of (i) based on the Company’s unaudited financial statements attainment of an Adjusted EBITDA-based performance target that has been mutually agreed upon by the Compensation Committee and the Executive and (ii) pro rated for the applicable calendar year, but portion of the 2010 fiscal year this Agreement is in no event later than March 15 of effect. Any annual bonus payable to Executive shall be paid during the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, performance year and no later than five days following the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day filing of the calendar Company’s Form 10-K for the performance year applies (or, if the Company is not required to or does not file a calendar year for which Employee is employed through Form 10-K, no later than five days following the last day completion of the calendar audit of the applicable performance year, except as otherwise provided in Section 5).

Annual Bonus. During In addition to Executive’s Base Salary, during the Term, Employee Executive shall receive an annual bonus for services rendered by Executive to the Partnership Parties equal to an amount between one hundred (100%) and one hundred fifty percent (150%) of 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 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 following the applicable annual period for which such Initial Bonus Amounts relate. With respect to the 2021 annual period, Executive shall be eligible to receive an a pro-rated Annual Bonus (calculated as the Annual Bonus that would have been paid for the entire 2021 annual performance bonus payment (period multiplied by a “Performance Bonus”) for each calendar year pursuant fraction, the numerator of which is equal to an the number of days Executive worked in such annual cash performance bonus program (period, and the “Bonus Plan”denominator of which is equal to the total number of days in such period). Pursuant With respect to the terms of 2023 annual period and thereafter, the Bonus Plan, each annual Performance Annual Bonus shall be payable based on to Executive in cash no later than March 15th of the achievement 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 reasonable performance targets established the Board, or, if applicable, an authorized committee thereof, in accordance herewithwith the rules and procedures governing the Board. To the extent the preceding Annual Bonus percentages are increased during the Term, and for each calendar year Employeesuch increased percentages shall thereafter be considered Executive’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Annual Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies ” for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5this Agreement.

Annual Bonus. During the TermEmployment Term and commencing with fiscal year 2016, Employee the Executive shall be eligible to receive an annual performance incentive payment under the Company’s annual bonus payment plan as may be in effect from time to time (a any such annual bonus, an “Performance Annual Bonus”) for each calendar year pursuant to an annual cash performance with a target bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be opportunity equal to 100% of Employee’s annual the Base Salary as in effect on for the last day of fiscal year to which the applicable calendar year Annual Bonus relates (the “Target Performance Bonus”); provided. For fiscal year 2015, that the percentage Executive shall receive an Annual Bonus pro-rated from the Effective Date through the end of Employee2015, determined based upon the level at which the Company’s annual Base Salary that applies applicable performance goals for purposes of determining Employee’s Target Performance 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 a given each performance year may be increased above 100% (but not decreased without during the Employee’s written consent) Employment Term upon the attainment of threshold performance of one or more pre-established performance goals established by the Board (or a designated committee thereof) in its reasonable discretion, after consulting with the Executive. For each calendar yearThe actual amount of the Annual Bonus may vary from a minimum of 0% of Base Salary to a maximum of 200% of Base Salary, 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 designated committee thereof) will determine and establish in writing (i) for the applicable performance targets, (ii) period. Any Annual Bonus payable hereunder shall be paid in the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage calendar year following the end 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 fiscal year to which such bonus relates and will be Annual Bonus relates, at the same time annual bonuses are paid to Employee as soon as administratively feasible following preparation other senior executives of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 15th of such calendar year, subject to the calendar year following Executive’s continued employment with the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed Company through the last day date of the calendar yearpayment, except as otherwise provided in Section 59 hereof.

Annual Bonus. During Following the TermEffective Time, Employee EMPLOYEE shall be eligible to receive participate in EMPLOYER'S Management Incentive Plan ("MIP") or, at the election of EMPLOYER, in a new or equivalent annual bonus plan established by EMPLOYER having a similar structure to the MIP providing for payment of an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “"Annual Bonus Plan”"). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable but in either case with thresholds and triggering events for payment based on the achievement of reasonable performance HARVEYS annual budget and other business plan targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall to be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) determined by the Board following the Effective Date. EMPLOYEE's maximum annual bonus under the Annual Bonus Plan shall not be less than $165,000. Notwithstanding the foregoing, the following provisions shall apply with respect to EMPLOYEE'S participation in the Annual Bonus Plan with respect to fiscal 1999: (or a) On the date hereof, EMPLOYER shall pay to EMPLOYEE a designated committee thereoflump sum amount in cash equal to 25% of EMPLOYEE'S maximum bonus under the Annual Bonus Plan for fiscal 1999, which lump sum amount EMPLOYER and EMPLOYEE acknowledge and agree to be $55,625 (the "Advance"). EMPLOYEE hereby acknowledges receipt of the Advance. (b) in its discretion. For each calendar yearFollowing the end of fiscal 1999, the Board shall determine EMPLOYEE'S bonus under the Annual Bonus Plan in the ordinary course using the financial targets established by the Board prior to the date hereof, without regard to the Advance (or a designated committee thereof) will determine and establish in writing the "Overall 1999 Bonus Entitlement"). On the date bonuses under the Annual Bonus Plan are paid generally to employees with respect to fiscal 1999, EMPLOYEE shall be entitled to receive an annual bonus payment equal to the excess, if any, of (i) the applicable performance targets, EMPLOYEE'S Overall 1999 Bonus Entitlement over (ii) the percentage amount of annualized Base Salary the Advance. In the event the Advance shall be greater than the Overall 1999 Bonus Entitlement, EMPLOYEE shall have no obligation to repay any portion of the Advance to EMPLOYER, and no portion of the Advance shall be offset against amounts otherwise payable to Employee if some lesser EMPLOYEE under the Annual Bonus Plan with respect to subsequent fiscal years. However, in the event EMPLOYEE'S employment is terminated by EMPLOYER without Cause or greater percentage by EMPLOYEE for Good Reason prior to December 31, 1999, the amount of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary Advance shall be offset dollar-for-dollar against amounts otherwise payable to satisfy the requirements of EMPLOYEE under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”4.02(a). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During the Employment Term, Employee Executive shall be eligible to receive earn an annual performance cash bonus payment award (a an “Performance Annual Bonus”) for each calendar year pursuant to an as follows. In all fiscal years during the Employment Term other than 2016, Executive’s annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall will be payable calculated based on the achievement of reasonable performance objectives, metrics and targets established in accordance herewith(including the level of achievement required for Executive to earn the threshold, target and for high performance objectives) adopted by the Board or Compensation Committee of the Board within the first three months of each calendar fiscal year Employeeduring the Employment Term. During each such fiscal year, the minimum bonus payable to Executive, if the threshold performance objectives and targets are achieved, will be 56% of Executive’s Base Salary; the target Performance Bonus shall bonus will be equal 75% of Executive’s Base Salary (the “Annual Target Bonus”), if target performance objectives and targets are achieved; and the maximum bonus payable to Executive will be 100% of EmployeeExecutive’s annual Base Salary Salary, if high performance objectives and targets are achieved. The Annual Bonus, if any, shall be paid to Executive in effect on a lump sum in cash within two and one-half months after the last day end of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar fiscal year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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, no Annual Bonus shall be earned or payable in respect of any Performance Bonus that Employee becomes entitled to receive (as a result fiscal year in which Executive’s employment is terminated. In fiscal year 2016, the calculation of the applicable performance targets ultimately being achieved) Annual Bonus will be deemed earned on the last day same as for subsequent years, except that the performance metrics and level of achievement shall be those previously established by the Compensation Committee for other executive officers of the calendar year to which such bonus relates Company for 2016 and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but provided that in no event later shall Executive’s Annual Bonus for 2016 be less than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarityan amount determined by multiplying $375,000 by a fraction, the reference in numerator of which is the preceding sentence to a Performance Bonus being deemed “earned” on the last day number of the calendar days during fiscal year applies to a calendar year for which Employee 2016 that Executive is employed through by the last day Company (i.e. from the Effective Date to and including December 31, 2016), and the denominator of which is the calendar year, except as otherwise provided number of days in Section 5fiscal year 2016.

Annual Bonus. During (i) For each fiscal year ending during the Term, Employee shall beginning with the 2016 fiscal year, the Executive will be eligible to receive an annual performance bonus earn a cash incentive payment. The target amount of that cash incentive payment will be twenty percent (a “Performance Bonus”20%) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year EmployeeExecutive’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on at the last day commencement of the applicable calendar fiscal year (the “Target Performance Bonus”); provided. The actual cash incentive payment payable with respect to a particular fiscal year (the “Annual Bonus”) will be determined by the Bank (or, that if appropriate, the percentage Compensation Committee) based upon the degree of Employeeachievement of corporate and/or individual performance objectives established by the Bank (or, if appropriate, the Compensation Committee) in its sole discretion. The foregoing notwithstanding, the Executive’s annual Base Salary that applies for Annual Bonus, and in respect of the 2016 fiscal year, will be no less than $20,000.00. (ii) For purposes of determining Employee’s Target Performance any Annual Bonus for a given year may payable to Executive, the measurement of corporate and individual performance will be increased above 100% (but not decreased without the Employee’s written consent) performed by the Board Bank (or a designated committee thereofor, if appropriate, the Compensation Committee) in its discretiongood faith. For each calendar yearFrom time to time, the Board Bank (or, if appropriate, the Compensation Committee) may, in its sole discretion, make adjustments to corporate or a designated committee thereof) will determine individual performance goals, so that required departures from the Company’s operating budget, changes in accounting principles, acquisitions, dispositions, mergers, consolidations and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achievedother corporate transactions, and other factors influencing the achievement or calculation of such goals do not affect the operation of this Section 3.4(b) in a manner inconsistent with its intended purposes. (iii) such other applicable terms and conditions of the Any Annual Bonus Plan necessary to satisfy the requirements of payable under this 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 achieved3.4(b) will be deemed earned on paid in the last day of year following the calendar applicable fiscal year to in which such bonus relates and will be paid to Employee as soon as administratively feasible is attributable within thirty (30) days following preparation the recommendation of the Company’s unaudited audit committee of the Parent Board to include the audited financial statements for the applicable calendar yearfiscal year in Parent’s annual report on Form 10-K, but in no event later than March 15 of provided that the calendar year following Executive has not been terminated for Cause before such payment date. No Annual Bonus shall be paid to the calendar year to which Executive if he has been terminated for Cause before any such Performance Annual Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as would otherwise provided in Section 5be paid.

Annual Bonus. During (i) For each Fiscal Year during the Term, Employee you shall be eligible to receive earn an annual bonus (the "Annual Bonus") based upon IHK and/or the Company achieving one or more performance bonus payment goals and targets set in good faith by the Compensation Committee of the Board (a “Performance Bonus”the "Compensation Committee") for such Fiscal year after reasonable consultation with you. The Annual Bonus for a given Fiscal year will be paid not later than one hundred eight days following the end of the Fiscal Year to which such Annual Bonus relates, or such earlier date as you and the Company may agree. (ii) The target amount for the Annual Bonus fore each calendar Fiscal Year (the "Target Amount") shall be 50% of your annual rate of Salary as of the start of such year pursuant subject to the achievement of the performance goals and targets for such year. The Annual Bonus payable to you for a Fiscal Year may equal up to 150% of the Target Amount based upon performance in excess of the target or targets set by the Compensation Committee for that year, and may equal 50% of the Target Amount based upon performance that is at least equal to 50% of the target or targets for that year. The adjustment to the Annual Bonus between 50% and 150% of the Target Amount shall be determined in accordance with criteria set by the Compensation Committee after reasonable consultation with you. If the bonus payable under the criteria set forth in IHK's Performance Incentive Plan would be greater than the Annual Bonus, such larger amount shall be deemed the Annual Bonus. (iii) Beginning with the Annual Bonus for the Fiscal Year ending September 30, 1999 and each Fiscal Year thereafter during the Term, IHK will establish an annual cash performance bonus program plan (which may be the “Bonus IHK Performance Incentive Plan”) in which you will participate that will meet the requirements applicable to "performance-based" compensation under Section 162(m) of the Internal Revenue Code ("Annual Plan") and that will provide you with the same bonus opportunity described in this Section 3(b). Pursuant Annual bonuses under the Agreement for each Fiscal Year will thereafter be paid pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable Annual Plan based on the achievement upon IHK's attainment of reasonable performance targets established in accordance herewithrelated to one or more performance goals, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% which will include, without limitations (A) predicted economic value per share of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targetsCommon Stock, (iiB) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achievedearnings per share, (C) return on average common equity, (D) pre-tax income, (E) pre-tax operating income, (F) net revenue, (G) net income, (H) profits before taxes, (I) book value per share, (J) stock price and (iiiK) earnings available to common stockholders and (L) 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, goals as amended (the “Code”). Except as otherwise provided IHK may include in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.the

Annual Bonus. During the Employment Term, Employee the Executive shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the an “Bonus PlanAnnual Bonus”). Pursuant to the terms ) in respect 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 that ends during the 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 100% of Employeethe Executive’s annual Base Salary in effect on the last day of the applicable for such calendar year (the “Target Performance 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); provided that the Executive’s maximum Annual Bonus for any calendar year during the Employment Term shall equal 200% of the Executive’s Base Salary for such calendar year (the “Maximum Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee. The Executive’s Target Performance Bonus for a given year may and Maximum Bonus shall be increased above 100% (but not decreased without the Employee’s written consent) subject to annual review by the Board (or a designated committee thereof) in its discretion. For during the first ninety (90) days of each calendar year, 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 the Board (or a designated committee thereof) will determine and establish in writing (i) after the end of the applicable performance targets, (ii) calendar year based on the percentage level 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 achievement of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates criteria, and will shall be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but Executive in no event later than March 15 of the calendar year following the calendar year to which such Performance Annual Bonus relates. For purposes of clarity, relates at the reference in the preceding sentence same time annual bonuses are paid to a Performance Bonus being deemed “earned” on the last day other senior executives of the calendar year applies Company, subject to a calendar year for which Employee is employed through continued employment at the last day time of the calendar year, payment (except as otherwise provided in Section 58 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 (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, as applicable, by a fraction, the numerator of which is the number of days during the calendar year that the Executive was employed by the Company and the denominator of which is 365), payable in accordance with this Section 4.

Annual Bonus. During Following the TermEffective Time, Employee EMPLOYEE shall be eligible to receive participate in EMPLOYER'S Management Incentive Plan ("MIP") or, at the election of EMPLOYER, in a new or equivalent annual bonus plan established by EMPLOYER having a similar structure to the MIP providing for payment of an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “"Annual Bonus Plan”"). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable but in either case with thresholds and triggering events for payment based on the achievement of reasonable performance HARVEYS annual budget and other business plan targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall to be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) determined by the Board following the Effective Date. EMPLOYEE's maximum annual bonus under the Annual Bonus Plan shall not be less than $360,000. Notwithstanding the foregoing, the following provisions shall apply with respect to EMPLOYEE'S participation in the Annual Bonus Plan with respect to fiscal 1999: (or a) On the date hereof, EMPLOYER shall pay to EMPLOYEE a designated committee thereoflump sum amount in cash equal to 25% of EMPLOYEE'S maximum bonus under the Annual Bonus Plan for fiscal 1999, which lump sum amount EMPLOYER and EMPLOYEE acknowledge and agree to be $130,000 (the "Advance"). EMPLOYEE hereby acknowledges receipt of the Advance. (b) in its discretion. For each calendar yearFollowing the end of fiscal 1999, the Board shall determine EMPLOYEE'S bonus under the Annual Bonus Plan in the ordinary course using the financial targets established by the Board prior to the date hereof, without regard to the Advance (or a designated committee thereof) will determine and establish in writing the "Overall 1999 Bonus Entitlement"). On the date bonuses under the Annual Bonus Plan are paid generally to employees with respect to fiscal 1999, EMPLOYEE shall be entitled to receive an annual bonus payment equal to the excess, if any, of (i) the applicable performance targets, EMPLOYEE'S Overall 1999 Bonus Entitlement over (ii) the percentage amount of annualized Base Salary the Advance. In the event the Advance shall be greater than the Overall 1999 Bonus Entitlement, EMPLOYEE shall have no obligation to repay any portion of the Advance to EMPLOYER, and no portion of the Advance shall be offset against amounts otherwise payable to Employee if some lesser EMPLOYEE under the Annual Bonus Plan with respect to subsequent fiscal years. However, in the event EMPLOYEE'S employment is terminated by EMPLOYER without Cause or greater percentage by EMPLOYEE for Good Reason prior to December 31, 1999, the amount of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary Advance shall be offset dollar-for-dollar against amounts otherwise payable to satisfy the requirements of EMPLOYEE under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”4.02(a). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During In addition to the base salary set forth above, during the Term, Employee shall . Executive will be eligible to receive an participate in the Company's incentive bonus plan applicable to senior executives of the Company. The amount of Executive's annual bonus will be based on the attainment of performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (criteria established and evaluated by the “Bonus Plan”)Board after consultation with Executive. Pursuant Subject to the terms of the Bonus Plansuch performance criteria, each Executive's target annual Performance Bonus bonus shall be no less than forty percent (40%) of Base Compensation per year, pro-rated for any partial year of service in which an annual bonus is earned and any bonus that becomes 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 paid no later than the last day of the applicable calendar year two and one-half (2-V2) month "short- term deferral period" with respect to such bonus, within the “Target Performance Bonus”); provided, meaning of Treasury Regulation Section 1.409A-I (b)(4) (it being understood that the percentage of Employee’s actual annual Base Salary that applies bonus for purposes of determining Employee’s Target Performance Bonus for a given any year may be increased above 100more 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 (but not decreased without 30) days prior to the Employee’s written consent) payment date (or such other date as may be determined by the Board (Board), in whole or in part in a designated committee thereof) in its discretion. For each calendar year, number of fully vested shares of SoCal common stock equal to the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage dollar amount of the target 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 performance is achievedbonus in shares, SoCal shall issue such shares to Executive under the Plan and (iii) such other applicable shares shall be subject to the terms and conditions of the Bonus Plan necessary to satisfy (including, without limitation, the requirements of limits set forth in Section 409A 3 and Section 6(c) of the Internal Revenue Code 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 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited was based on materially inaccurate financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5or any other materially inaccurate performance metric criteria.

Annual Bonus. During the TermEmployment Term and commencing with fiscal year 2022, Employee the Executive shall be eligible to receive an annual performance cash incentive 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 bonus, an "Annual Bonus") with an aggregate target bonus opportunity equal to 158.333% of the Base Salary as in effect for the fiscal year to which the Annual Bonus relates (the "Target Bonus"), which shall be comprised of: (i) a capped portion equal to 75% of Base Salary (the "Capped Portion"), plus (ii) an uncapped portion equal to 83.333% of Base Salary (the "Uncapped Portion"). For the initial year of this Agreement, such 158.333% Target Bonus would result in an aggregate payment (a “Performance Bonus”) of$1,187,475 at fully realized target performance. The Executive shall be eligible to receive this Annual Bonus for each calendar performance year pursuant to an annual cash during the Employment Term upon the attainment of threshold performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable one or more pre-established performance targets goals 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 calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its reasonable discretion, after consulting with the Executive. For each calendar yearThe actual amount of the Capped portion of 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 designated committee thereof) will determine and establish in writing (i) for the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage period. The actual amount of the target annual 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 achievedbelow or above the applicable threshold levels of performance, and shall be determined pursuant to a formula established in good faith by the Board (iiior a committee thereof) 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 for the applicable performance targets ultimately being achieved) will period. Bonus recommendations are made by management and subsequently approved by the Board's Compensation & Leadership Development Committee (the "Compensation Committee"). Any Annual Bonus payable hereunder shall be deemed earned on paid in the last day fiscal year following the end of the calendar fiscal year to which such bonus relates and will be Annual Bonus relates, at the same time annual bonuses are paid to Employee as soon as administratively feasible following preparation other senior executives of the Company’s unaudited financial statements for , subject to the applicable calendar year, but in no event later than March 15 of Executive's continued employment with the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed Company through the last day date of the calendar yearpayment, except as otherwise provided in Section 58 hereof or due to expiration of the stated Employment Term under this Agreement.

Annual Bonus. During a. With respect to each full fiscal year of the TermCompany during the Employment Term (“Fiscal Year”), Employee Executive shall be eligible to receive earn an annual performance bonus payment award (a an “Performance Annual Bonus”) for ). The amount of each calendar year pursuant to an Annual Bonus shall be based on achievement of the annual cash EBITDA targets and other performance bonus program targets (collectively, the “Bonus PlanTargets”)) determined by the Board commencing with the Bonus Targets for the Company’s Fiscal Year commencing June 1, 2008 and ending May 31, 2009. Pursuant Within 90 days following the Effective Date and thereafter on or before the date which is 30 days prior to the terms end of each of the Company’s subsequent Fiscal Year ends, the Board will propose Bonus PlanTargets for the upcoming Fiscal Year in 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, each annual Performance if the Company achieves 100% of its Bonus shall be payable based on Targets for such Fiscal Year, the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance 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 Employee’s annual Base Salary in effect on its Bonus Targets for a Fiscal Year. b. Each Annual Bonus shall be deemed to vest and accrue at the end of the last day of the applicable calendar year (Fiscal Year for which it is earned. Each Annual Bonus shall be paid as soon as practicable following the “Target Performance Bonus”); providedend of the Fiscal Year for which it is earned, that subject to the percentage certification by the Chief Financial Officer of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) Company and approval 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 (i) the applicable performance targets, (ii) the 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 achievement of the applicable performance targets ultimately being achieved) will be deemed earned on and goals described in this Section 4 above and the last day amount of the calendar year to which such bonus relates and will Annual Bonus. The Annual Bonus, if any, shall be paid to Employee as soon as administratively feasible following preparation Executive in all cases within the later of i) two and one-half (2.5) months after the end of the Company’s unaudited financial statements for Fiscal Year or ii) 30 days after the applicable calendar yearcompletion of an external audit to the satisfaction of the Board, but in no event later than March 15 two and one-half (2.5) months after the end of the calendar year following in which the calendar year to which such Performance Annual Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5vests.

Annual Bonus. During the Term, Employee Executive shall be eligible to receive for an annual performance incentive bonus payment (a “Performance Bonus”) for award determined by the Compensation Committee in respect of each calendar fiscal year pursuant to an annual cash performance bonus program during the Term of Employment (the “Bonus PlanAnnual Bonus”). Pursuant The target Annual Bonus for each fiscal year shall be at least 150% of Base Salary (the “Target Annual Bonus”), with the actual Annual Bonus, which may be more or less, payable being based upon the level of achievement of annual Company objectives for such fiscal year, as determined in good faith by the Compensation Committee in consultation with Executive and with a maximum payout of 300% of Base Salary. The Annual Bonus shall otherwise be subject to the terms and conditions of the Bonus Planannual bonus plan adopted by the Board or the Compensation Committee, each annual Performance if any, under which bonuses are generally payable to senior executives of the Company, as in effect from time to time. The Annual Bonus shall be paid to Executive at the same time as annual bonuses are generally payable based on to other senior executives of the achievement Company subject to Executive’s continuous employment through the applicable payment date (subject to Section 7 below). The Annual Bonus payable in respect of reasonable performance targets established in accordance herewith2017 will (i) for the avoidance of doubt, and for each calendar year Employeebe calculated using a Target Annual Bonus of $1,800,000, (ii)(A) have a threshold to be paid at 50% of Target Annual Bonus at the Company’s target Performance 2017 2nd half operating income being 80% of the Company’s 2016 second half operating income, ramping linearly to 100% of Target Annual Bonus shall be at the Company’s 2017 second half operating income equal to 100% of Employeethe Company’s annual Base Salary in effect on the last day 2016 second half operating income, (B) “plateau” at 100% of Target Annual Bonus between 100% of the applicable calendar year Company’s 2016 second half operating income and the Company’s 2017 budgeted second half operating income, and (the “C) then grow past Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Annual Bonus for the Company’s 2017 second half operating income exceeding the Company’s budget, per the Company’s 2017 operating income performance grid, up to a given year may be increased above 100maximum of 200% (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 (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achievedTarget Annual Bonus, and (iii) such other applicable terms after being determined in accordance with clauses (i) and conditions (ii) above, be prorated based on the number of days Executive is employed during the 2017 fiscal year (i.e. the Annual Bonus resulting from (i) and (ii) above multiplied by a fraction, the numerator of which is the number of days elapsed from the Commencement Date through the end of the Bonus Plan necessary to satisfy fiscal year and the requirements denominator of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”which is 365). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance for discretionary bonus payment (a “Performance Bonus”) compensation for each complete calendar year pursuant to an annual cash performance bonus program that Employee is employed by the Company hereunder (the “Bonus PlanAnnual Bonus”). Pursuant to the terms of the Bonus Plan, each annual Performance Each Annual Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s have a target Performance Bonus shall be equal to 100value that is not less than 75% of Employee’s annual Base Salary as in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 to which such Annual Bonus relates (the “Bonus Year”) and a maximum value equal to 150% of Employee’s Base Salary as in effect on the last day of such Bonus Year. The performance targets that must be achieved in order to be eligible for certain bonus relates levels shall be established by the Board (or a committee thereof) annually, in its sole discretion, and will communicated to Employee within the first ninety (90) days of the applicable Bonus Year. Notwithstanding the foregoing, Employee shall (i) receive a bonus in the amount of 37.5% of Employee’s Base Salary, pro-rated for the portion of the 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 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 that Employee is employed by the Company hereunder and based on the achievement of performance targets established by the Board (or a committee thereof) related to the Company’s budget and forecast in place sixty (60) days following the Effective Date. Each Annual Bonus (including the 2017 Guaranteed Bonus and 2017 Performance Bonus), if any, shall be paid to Employee as soon as administratively feasible following preparation of after the Company’s unaudited financial statements Board (or a committee thereof) certifies whether the applicable performance targets for the applicable calendar yearBonus Year have been achieved, but in no event later than March 15 of the calendar year following the calendar year end of such Bonus Year. Notwithstanding anything in this Section 3(b) to the contrary, no 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 relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee Bonus) is employed through the last day of the calendar year, except as otherwise provided in Section 5paid.

Annual Bonus. During Upon successful completion of Executive’s first year of employment with Opnext, Executive shall be entitled to receive a bonus in an aggregate amount equal to $240,000 (such amount, the Term“Guaranteed Bonus”), Employee payable as set forth in this Section 5. The Guaranteed Bonus shall be paid to the Executive as follows, irrespective of whether the Company has achieved the performance targets established by the Board of Directors of the Company (the “Board”) 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 bonus payment (a “Performance Bonus”) targets established and evaluated by the Board for each calendar such fiscal year pursuant to an annual cash performance bonus program (the “Bonus Plan2009 Annual Bonus”). Pursuant The 2009 Annual Bonus shall be awarded under, and subject to the terms of the Bonus and conditions of, Opnext’s Amended and Restated 2001 Long Term Stock Incentive Plan, each annual Performance Bonus and, if payable, shall be payable based on paid to 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 Executive no later than the last day of the applicable calendar year two and one-half (2 1/2) month short-term deferral period with respect to such payment, within the “Target Performance Bonus”meaning of Treasury Regulation Section 1.409A-1(b)(4); provided, . Executive hereby acknowledges and agrees that the percentage Guaranteed Bonus and 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 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 Employeethe Company during the Initial Term and any Successive Term, Executive will be eligible to participate in the Company’s annual Base Salary that applies for purposes incentive bonus plan applicable to similarly situated executives of determining Employeethe Company. The amount of Executive’s Target Performance Bonus for a given year may annual bonus will be increased above 100% (but not decreased without based on the Employee’s written consent) attainment of performance criteria established and evaluated by the Board (or a designated committee thereof) Company in its discretion. For each calendar yearaccordance with the terms of such bonus plan as in effect from time to time, provided that, subject to the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targetsterms of such bonus plan, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the Executive’s target annual performance bonus will be 60% of his annual base salary for such year. Each such annual bonus for fiscal 2010 and thereafter is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary intended to satisfy the requirements of short-deferral exemption under Treasury Regulation 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 achieved1.409A-1(b)(4) will and shall be deemed earned on paid not later than the last day of the calendar year applicable two and one-half (2 1/2) month short-term deferral period with respect to which such annual bonus relates and will be paid to Employee as soon as administratively feasible following preparation payment, within the meaning of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Treasury Regulation Section 51.409A-1(b)(4).

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance bonus payment participate in the Company’s incentive plan applicable to senior executives at a level such that Employee will have the potential to earn a cash bonus, at target, of sixty percent (a “Performance Bonus”60%) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in 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 calendar during such year (the “Target Performance Annual Bonus”); provided, that the percentage . The amount of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance such Annual Bonus for a given year may shall be increased above 100% (but not decreased without the Employee’s written consent) determined by the Board in its sole discretion, based upon the achievement of 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 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 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 a designated committee thereofany benefits or payments at all) in and that the Company may, at its discretion. For each calendar year, revise the Board (or a designated committee thereof) will determine and establish terms of the incentive plan in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable advance for any upcoming fiscal year as it applies to Employee if some lesser or greater percentage provided always that Employee will be entitled to participate in any incentive plan made available to senior executives of the target annual performance is achieved, Company. Any Annual Bonus amounts shall be subject to standard payroll deductions 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”)withholdings. Except as otherwise provided herein, Employee generally must continue to be employed through the date the Annual Bonus is paid in Section 5order to earn such bonus for any particular year, unless the Board determines, in its sole discretion, that Employee has earned such bonus prior to such time. In such event, any Performance Annual Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and payment will be paid to Employee as soon as administratively feasible no later than the later of: (i) the fifteenth (15th) day of the third (3rd) month following preparation the close of the Company’s unaudited financial statements for the applicable calendar year, but fiscal year in no event later than which such bonus payment is earned or (ii) March 15 of the calendar year following the calendar year to in which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “bonus payment is earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During each calendar year of the Term, Employee you shall be eligible to receive for an annual performance bonus payment (a “Performance Annual Bonus”) for each calendar year pursuant to an annual cash performance bonus program the terms of the Company’s Amended and Restated Annual Incentive Plan (the “Bonus PlanAIP”). Your Annual Bonus shall have an incentive target equal to 150% of Base Salary (the “Target Bonus”). You will be eligible for an Annual Bonus equal to the Target Bonus multiplied by the “Performance Bonus Multiplier” as defined in the AIP (the “Formula Bonus Amount”); provided, however, that the Compensation Committee of the Board (the “Committee”) will, in its sole discretion, determine the actual Annual Bonus paid to you. The Performance Bonus Multiplier shall be a percentage, ranging from 0% to 200%, depending on the “Performance Goals” relative to the “Performance Criteria,” as such terms are defined in the AIP, all as established by the Committee for all participants in the AIP. Your Annual Bonus shall be paid in accordance with the terms of the AIP following the end of the calendar year to which it relates, subject to such terms and conditions as the Committee shall require. Pursuant to the terms of the Bonus PlanAIP, each annual Performance payment of your Annual Bonus shall be payable based on the achievement of reasonable performance targets established made in accordance herewithcash, 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 calendar year (the “Target Performance Bonus”); providedrestricted share units or a combination thereof, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year as may be increased above 100% determined by the Committee in its sole discretion at the time of payment. Notwithstanding the foregoing or anything in the AIP to the contrary, (but not decreased without i) as long as you are in compliance with the Employee’s written consent) Share Ownership Guidelines adopted by the Board (or a designated committee thereof) in its discretion. For each calendar yearas they may be amended from time to time by the Board, the Board (or a designated committee thereof) will determine “Guidelines”), the Annual Bonus shall be paid 100% in cash, and establish in writing (i) the applicable performance targets, (ii) in the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage event that your employment terminates upon the expiration of the target annual performance is achievedTerm, and (iii) such other applicable terms and conditions you shall be entitled to receive a prorated Annual Bonus for the period from January 1 through July 31 of the Bonus Plan necessary year of such termination in cash in an amount equal to satisfy the requirements of Section 409A 7/12ths of the Internal Revenue Code Formula Bonus Amount for such year, subject to modification in the sole discretion of 1986the Committee, as amended payable at the time provided for in Section 14 hereof (the “CodeProrated Bonus Payment”). Except as otherwise , provided in that such payment shall be conditioned upon compliance with Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5hereof.

Annual Bonus. During a. With respect to the Term2006 fiscal year, Employee Executive shall be eligible to receive an the annual performance bonus payment to which Executive is otherwise entitled under the 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 the Merger Agreement. b. With respect to each full fiscal year of HCA (a “Performance BonusFiscal Year”) for each calendar year occurring during the Employment Term, beginning with the 2007 Fiscal Year, Executive shall be eligible to earn, pursuant to an annual cash performance bonus program to be adopted by the Board, an annual bonus award (an “Annual Bonus”) equal to a percentage of Executive’s Base Salary, based upon the “Bonus Plan”). Pursuant extent to the terms of the Bonus Plan, each which annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewithby the Board are met or exceeded. The Annual Bonus, and for each calendar year Employee’s target Performance Bonus if any, shall be equal paid to 100% of Employee’s annual Base Salary in effect on Executive within two and one-half (2.5) months after the last day end of the applicable calendar year Fiscal Year. For the 2007 Fiscal Year, Executive shall be eligible to earn a target bonus of (i) 90% of Base Salary (the “Target Performance Bonus”); provided, that the percentage of Employee’s ) if annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targetstargets are met, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage 50% of the target annual Target Bonus if a lower “threshold” level of performance is achieved, and or (iii) such other applicable terms and conditions two times the Target Bonus if “maximum” performance goals are achieved, with the Annual Bonus amount being interpolated, in the sole discretion of the Bonus Plan necessary to satisfy Board, in the requirements of Section 409A 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 Internal Revenue Code vesting of 1986options granted under the New Option Plan (as defined below) that vest based on the attainment of EBITDA targets), as amended “threshold” performance will be 96.4%% of “target” and “maximum” performance will be 103.6% “of target” performance (with appropriate adjustments by the “Code”Board for extraordinary transactions and changes in capital expenditures). Except as otherwise provided With respect to the 2008 Fiscal Year, the Board shall in Section 5good faith attempt to provide Annual Bonus opportunities to Executive that are consistent with those applicable to the 2007 Fiscal Year, any Performance Bonus that Employee becomes entitled unless doing so would be adverse to receive (as a result the interests of HCA, the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relatesCompany or their shareholders. For purposes of claritylater fiscal years, the reference Board will set bonus opportunities in consultation with the preceding sentence to a Performance Bonus being deemed “earned” on the last day Chief Executive Officer of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5HCA.

Annual Bonus. During (i) Effective for the Termperiod April 1, Employee 2014 through the Transition Date, Executive shall be entitled to be paid such cash bonus as he would have been entitled to under Section 2(b)(i) of the Prior Agreement (and applying the same targets that had been established by the Board of Directors to achieve such bonus) had such agreement been in effect for all of such period (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, no bonus is or will be due thereunder. (ii) Effective for the Stub Period, the Year 1 Period and the Year 2 Period (each, as defined in Schedule A), the Executive shall be eligible to receive be paid an annual performance incentive bonus payment 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 Schedule A. (iii) One half (1/2) of all bonus amounts due under subsection (b)(i) and (b)(ii) of this Section 4 shall be paid within thirty (30) days of the Employer’s fiscal year end based upon a “Performance Bonus”) for each calendar year pursuant good faith estimate of the relevant financial measurements provided by management to an the Compensation Committee prior to completion of the annual cash performance audit and reasonably approved by such committee (such bonus program (amounts being referred to as the “Bonus PlanPreliminary Bonus”). Pursuant to After paying 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 calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Preliminary Bonus for a given year may completed period for which a bonus appears to be increased above 100% 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 not decreased without later than two and one-half (2-1/2) months following 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 (i) the applicable performance targets, (ii) the percentage later 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on or the last day of the calendar Employer’s fiscal year applies in which the applicable period with respect to a calendar year for which Employee the bonus is determined ends, and (y) be conditioned on Executive being employed through throughout the last day entire applicable period with respect to which the bonus is determined. If any part of the calendar yearPreliminary Bonus that was paid to Executive would not, except as otherwise provided applying the final determination of bonus entitlement using Schedule A for the fiscal period in Section 5question, 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.

Annual Bonus. During the Term, Employee Executive shall be eligible to receive an annual performance bonus payment (a “Performance Annual Bonus”) for each full calendar year pursuant to an annual cash performance bonus program beginning on or after January 1, 2016 that he is employed with the Company 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 “Bonus PlanCompensation Committee”). Pursuant , and the amount of such bonus shall have a target range (assuming all performance targets are met or exceeded) of 100% of Executive’s 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 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 terms date of payment of such Annual Bonus and, subject to the exceptions set forth in Sections 4.3(b)(ii), 4.3(b)(1), 4.3(c)(ii), 4.3(c)(1), and 4.3(e)(iii) Executive shall not be entitled to any Annual Bonus if Executive is not employed by the Company on the date the Compensation Committee determines annual bonuses for executive officers of the Bonus PlanCompany. For purposes of Sections 4.3(b)(3), each annual Performance 4.3(c)(1), and 4.3(c)(3), “target” Annual Bonus shall be payable based on deemed to be the achievement mid-point of reasonable performance targets established in accordance herewith, and for each calendar year Employeethe range of percentages of Executive’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary specified in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance previous sentence. The Annual 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 (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than on March 15 of the calendar year immediately following the calendar year Bonus Year to which such Performance Bonus it relates. For purposes The Compensation Committee may, in its sole discretion, determine that up to 50% of claritythe value of any Annual Bonus shall be paid in stock of the Company (as determined by the Compensation Committee) and the remainder of such Annual Bonus shall be paid in cash. Each Bonus Year during the Term, the reference in Compensation Committee will review the structure of the targets provided by it for the preceding sentence to a Performance Bonus being deemed “earned” on Year and establish the last day of targets for the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except Bonus Year as otherwise provided in Section 5it deems appropriate.

Annual Bonus. During For the Termfiscal year ending April 30, Employee 2015 (the “FY 2015 Bonus”), Executive’s annual bonus shall equal the sum of (i) 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 Date, and (ii) (A) if the Effective Date occurs prior to April 30, 2015, for the period from and after the Effective Date through and including April 30, 2015, the target bonus under the Prior Agreement, prorated for such period or (B) if the Effective Date occurs on or after April 30, 2015, 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 eligible to participate in the Company’s Management Incentive Plan or any applicable successor plan (the “MIP”) pursuant to the terms and conditions set forth therein. Executive shall be eligible to receive an annual performance MIP bonus payment (a the “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program targeted at 100% of Executive’s Base Salary (the “Bonus PlanTarget Bonus”). Pursuant ) with a maximum opportunity equal to 200% of Executive’s Base Salary, subject to the terms 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 (but not decreased) from time to time in accordance with the MIP or at the discretion of the Committee. MIP awards are not guaranteed and actual payment of the Bonus Planis subject to the performance of the Company and its subsidiaries and Executive’s individual achievements; provided that for the fiscal year ended April 30, each annual Performance 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 Company’s named executive officers employed by the Company at the time of the determination of bonuses for the year. The Bonus shall be payable based on paid when bonuses are generally paid to the achievement Company’s senior executives but in no event later than July 15th of reasonable performance targets established in accordance herewith, and for each the calendar year Employee’s target Performance immediately following the applicable fiscal year to which the Bonus relates and shall not require Executive to be equal to 100% of Employee’s annual Base Salary in effect on employed beyond the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar fiscal year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During For each complete calendar year that Employee is employed hereunder, Employee will be eligible for an annual bonus (the Term“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 communicated to Employee within the first ninety (90) days of the applicable calendar year (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 foregoing, Employee shall be eligible to receive an annual performance bonus payment for 2023 (a the “Performance 2023 Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms with a target amount 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 if the applicable targets to achieve such 2023 Bonus are met. Each Annual Bonus (and the 2023 Bonus), if any, shall be paid in effect on cash or, at Employee’s election, in fully-vested shares of Common Stock. For purposes of calculating the last day number of fully-vested shares of Common Stock to be granted, if chosen, the Company will use the VWAP of the applicable calendar year Common Stock for the final thirty (30) Business days of the “Target Performance relevant Bonus Year. Each Annual Bonus (and the 2023 Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may ) shall be increased above 100% (but not decreased without the Employee’s written consent) by paid as soon as administratively feasible after 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 (i) the applicable performance targets, (ii) the 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 certifies whether the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar yearBonus Year have been achieved, but in no event later than March 15 of the calendar year following the calendar year end of such Bonus Year (or, for the 2023 Bonus, no later than March 15, 2024). Notwithstanding anything in this Section 3(b) to the contrary, no Annual Bonus (or the 2023 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 Performance Annual Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance or 2023 Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5paid.

Annual Bonus. During a. With respect to the Term2006 fiscal year, Employee Executive shall be eligible to receive an the annual performance bonus payment to which Executive is otherwise entitled under the HCA 2006 Senior Officer Performance Excellence Program. b. With respect to each full fiscal year of HCA (a “Performance BonusFiscal Year”) for each calendar year occurring during the Employment Term, beginning with the 2007 Fiscal Year, Executive shall be eligible to earn, pursuant to an annual cash performance bonus program to be adopted by the Board, an annual bonus award (an “Annual Bonus”) equal to a percentage of Executive’s Base Salary, based upon the “Bonus Plan”). Pursuant extent to the terms of the Bonus Plan, each which annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewithby the Board are met or exceeded. The Annual Bonus, and for each calendar year Employee’s target Performance Bonus if any, shall be equal paid to 100% of Employee’s annual Base Salary in effect on Executive within two and one-half (2.5) months after the last day end of the applicable calendar year Fiscal Year. For the 2007 Fiscal Year, Executive shall be eligible to earn a target bonus of (i) 60% of Base Salary (the “Target Performance Bonus”); provided, that the percentage of Employee’s ) if annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targetstargets are met, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage 50% of the target annual Target Bonus if a lower “threshold” level of performance is achieved, and or (iii) such other applicable terms and conditions two times the Target Bonus if “maximum” performance goals are achieved, with the Annual Bonus amount being interpolated, in the sole discretion of the Bonus Plan necessary to satisfy Board, in the requirements of Section 409A 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 Internal Revenue Code vesting of 1986options granted under the New Option Plan (as defined below) that vest based on the attainment of EBITDA targets), as amended “threshold” performance will be 96.4%% of “target” and “maximum” performance will be 103.6% “of target” performance (with appropriate adjustments by the “Code”Board for extraordinary transactions and changes in capital expenditures). Except as otherwise provided With respect to the 2008 Fiscal Year, the Board shall in Section 5good faith attempt to provide Annual Bonus opportunities to Executive that are consistent with those applicable to the 2007 Fiscal Year, any Performance Bonus that Employee becomes entitled unless doing so would be adverse to receive (as a result the interests of HCA, the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relatesCompany or their shareholders. For purposes of claritylater fiscal years, the reference Board will set bonus opportunities in consultation with the preceding sentence to a Performance Bonus being deemed “earned” on the last day Chief Executive Officer of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5HCA.

Annual Bonus. During (a) For each calendar year during the Term, Employee the Executive shall be eligible to receive an a discretionary annual performance bonus payment cash bonus, subject to achievement of 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 “Performance Bonuscopy of which is attached hereto), as amended from time to time in the discretion of the Company (as amended, the CEO Policy”), after consultation with the Executive, within ninety (90) for 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. (b) The “Minimum Bonus Amount” shall be an annual cash performance bonus program amount equal to fifty percent (50%) of Executive’s Annual Base Salary, the “Target Bonus Plan”)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. Pursuant 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 terms CEO Policy), the amount of the bonus shall be at least the Minimum Bonus PlanAmount 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), each 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 Performance 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 “Annual Bonus.” (d) Each Annual Bonus shall be payable based on paid in 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 calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 15th) of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee the bonus is employed through the last day of the calendar year, except as otherwise provided in Section 5being paid.

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Company’s Management Incentive Plan or any successor arrangement thereto (“MIP”), the Executive shall be eligible to receive 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 Planthat the Executive will be able to earn upon achievement of certain percentages of the Targets, each annual Performance 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 payable based 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 achievement applicable payment dates, he will earn $47,500 payable upon successful filing of reasonable performance targets established in accordance herewiththe 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 each calendar the portion of fiscal 2015 during which he is employed. If this Agreement terminates other than at the end of a fiscal year Employee’s target Performance 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 100% of Employee’s annual Base Salary in effect the Annual Bonus that the Executive would have received under the MIP, based on the last day Target for such fiscal year, multiplied by a fraction, the numerator of which shall be the applicable calendar number of days during such fiscal year he was so employed and the denominator of which shall be the number of days in such fiscal year (the “Target Performance Pro Rata Annual Bonus”); provided, that . The Executive also may be entitled to the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Annual Bonus for a given the fiscal year may be increased above 100% prior to the fiscal year in which the Executive is terminated, to the extent not yet paid (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 (i) the applicable performance targets, (ii) the 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 “CodePreceding Bonus”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes The Executive shall be entitled to receive (the Preceding Bonus and/or the Pro Rata Bonus, as a result applicable, at the time the Annual Bonus is payable pursuant to the terms of the applicable performance targets ultimately being achieved) will MIP. The Annual Bonus shall, in all respects, be deemed earned on subject to the last day terms of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5MIP.

Annual Bonus. During Executive will be eligible for discretionary annual target bonuses in an amount determined by the Board (or the Compensation Committee thereof) in its sole discretion (each, a “Target Bonus”) based on the achievement of annual performance objectives determined by the Board (or the Compensation Committee thereof). Additionally, for each year during the Term, Employee the Board (or the Compensation Committee thereof), after consultation with the Executive, will establish “stretch” or “enhanced” performance objectives which, if met, would allow Executive to earn an additional bonus (the “Stretch Bonus,” and collectively with the Target Bonus, the “Bonus”) in excess of the Target Bonus. The performance objectives for each year of the Term shall be determined within the first sixty (60) days of such year, except for the first year of the Term. The structure of the Bonus and performance objectives may be adjusted from time-to-time by the Board (or the Compensation Committee thereof), and must remain in compliance with general Company compensation policies established and governed by the Board (or the Compensation Committee thereof). Except as provided in this Agreement, a Bonus will be earned only if the Company achieves the annual performance objectives and Executive is actively employed by the Company on the date that such annual performance objectives are achieved and on the date that bonuses are paid. Subject to the foregoing, Executive’s Target Bonus for calendar years 2017 and beyond shall be 75% of Base Salary. For calendar years 2017 and beyond, the Executive’s Stretch Bonus for each year shall be no less than 150% of the Executive’s Target Bonus for such year. Beginning on July 1, 2015 and through the end of 2016, Executive shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewithcorporate, new business and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect net retention goals, with payout amounts more specifically set forth on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.Exhibit A.

Annual Bonus. During the Term, Employee The Executive shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to during the Employment Period in an amount targeted at one hundred percent (100%) of the Executive’s then-effective annual cash performance bonus program base salary (the “Bonus PlanAnnual Bonus”), contingent upon the Executive achieving certain targeted goals that will be mutually agreed to by the Board and the Executive no later than 90 days after the commencement of such calendar year. Pursuant The Executive shall be eligible to the terms receive an Annual Bonus in excess of the targeted Annual Bonus Planif Company performance exceeds 100% of the targeted goals, and Annual Bonuses below the target amount shall be payable if actual performance at least equals a minimum threshold, each as approved by the Board in consultation with the Executive at the time the annual Performance performance goals are established as provided in the immediately-preceding sentence. Notwithstanding the foregoing, for calendar year 2010, the Annual Bonus shall be payable determined based on the achievement of reasonable performance targets established plan in accordance herewitheffect prior to the Effective Date, 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 calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) fifty percent (50%) of the applicable performance targetsAnnual Bonus, based on the estimate of such Annual Bonus in accordance with the provisions of the resolutions of the Board dated November 26, 2010, shall be paid to the Executive no later than December 31, 2010, and (ii) the percentage remaining portion of annualized Base Salary payable to Employee if some lesser or greater percentage such Annual Bonus (determined based on actual performance, and offset by the prior payment) shall be paid promptly following the closing of the target annual performance is achievedaccounting books for calendar year 2010, and (iii) such other applicable terms and conditions of in all events no later than March 15, 2011. Subject to 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 5immediately-preceding sentence, any Performance Annual Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will the Executive may be entitled under this Section 3(b) shall be paid to Employee in cash in the form of a lump sum as soon as administratively feasible practicable following preparation the completion of the Company’s unaudited financial statements audit for the applicable calendar fiscal year, but and in no event later than March 15 April 30 after the end of the calendar year following the calendar fiscal year to which such Performance Annual Bonus relates. For purposes of clarity, Whether and to what degree the reference 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 preceding first sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in this Section 54(b) and consistent with past practices.

Annual Bonus. During Pursuant to the Term, Employee shall be eligible to receive an annual performance Company’s bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program 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”). Pursuant For the Executive’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 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 (as in effect prior to the Effective Date) and a percentage of base salary for target Company performance of 20% (increased up to a maximum of 50%), and (B) the portion of such bonus for the period from the Effective Date through the last day of the fiscal year shall be calculated under the terms of such bonus 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. If this Agreement terminates other than at the end of a fiscal year either: (i) upon the 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 during such fiscal year, had he been employed by the Company for the entire fiscal year, multiplied by a fraction, the numerator of which shall be the number of days during such fiscal year he was so employed and the denominator of which shall be the number of days in such fiscal year (the “Pro Rata Bonus”). The Executive may be entitled to the Annual Bonus for the fiscal year prior to the fiscal year in which the Executive’s employment is terminated, to the extent not yet paid (the “Preceding Bonus”). The Executive shall be entitled to receive the Preceding Bonus and/or the Pro Rata Bonus, as applicable: (a) at the same time the annual bonuses for the same periods are paid to other senior executives of the Company; and (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 Bonus shall, in all respects, be subject to 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 calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During the Term, Employee shall Executive’s annual target bonus will be eligible to receive an annual performance bonus payment 70% of Base Salary (a “Performance Target Bonus”) for each calendar year pursuant to an annual cash performance bonus program ), divided into a 40% portion (the “Bonus PlanQuarterly Portion”) and a 30% portion (the “Annual Portion”). Pursuant to Executive’s bonus will be payable upon achievement of performance goals established by the terms Compensation Committee 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 calendar year Board (the “Target Performance BonusCommittee”); provided, however, that the percentage of EmployeeQuarterly 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 Base Salary that applies for purposes of determining Employee’s bonuses. The actual bonus paid may be higher or lower than the Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employeeover- or under-achievement of Executive’s written consent) performance goals, as determined by the Board (or a designated committee thereof) in its discretionCommittee. Executive will have the opportunity to discuss the nature of the performance goals with the Committee prior to the performance goals being established. For each calendar yearthe Company’s fiscal year 2005 (“FY05”), the Board (or a designated committee thereof) Quarterly Portion shall be paid in accordance with the Cash Bonus Program. Pursuant to the Cash Bonus Program, the Quarterly Portion will determine be paid only upon the Company’s meeting certain AOP goals and establish achieving positive pro-forma EBITDA sufficient to cover the eligible bonus payments, as defined in writing 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 any Quarterly Bonus pursuant to the original Agreement. The actual bonus(es), if any, related to the Quarterly Portion will be paid in cash, and the actual bonus, if any, related to the Annual Portion will be paid 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 applicable performance targets, option will cover one share of Company common stock for every $5 that otherwise would have been paid in cash and (ii) the percentage of annualized Base Salary payable option will have a per-share exercise price equal 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 per-share “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive Fair Market Value” (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of defined in the Company’s unaudited financial statements for 1998 Stock Plan, the applicable calendar year, but in no event later than March 15 “Plan”) on the date of grant. All other sections of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5Agreement remain unchanged and enforceable.

Annual Bonus. During the Term, Employee (i) The Executive shall be eligible to receive earn an annual performance bonus payment (a the “Performance Bonus”) for each calendar year pursuant full Fiscal Year ending during the Term, based upon the Company’s achievement of performance goals to an annual cash be established by the Committee for each Fiscal Year. Concurrently with the adoption of performance targets for other employee bonus program plans, but in no event later than 90 days after the commencement of each Fiscal Year, the Committee shall establish a Company performance target (the “Target”) for such Fiscal Year, which may consist of one or more performance measurements. For purposes of this Agreement, the “Actual Performance” of the Company shall be determined by the Committee, and, if the Target for a Fiscal Year includes a measurement that is earnings-based, such measurement shall be determined after deducting current amounts for all Company bonus programs, including the Bonus Plan”)for which Actual Performance is being determined. Pursuant For the avoidance of doubt, any earnings-based measurement will be an “after bonus” amount such that, if all bonuses amount to $100, and the terms measurement criteria before deducting bonuses is $900, then the Actual Performance for the period would be $800. The Committee will determine annually if Actual Performance equals or exceeds Target for the Fiscal Year, and the amount of the Bonus Planshall be determined as follows: Less than 90% of Target 0 90% of Target 50% 100% of Target 100% 125% of Target 200% Greater than 125% of Target 200% plus, for each annual Performance one-percentage point over 125% of Target, an additional 4% of Base Salary The Bonus shall be payable based on calculated using straight line interpolation for Actual Performance between 90% and 100% of Target. For Actual Performance between 100% and 125% of Target, 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 plus 4% of Base Salary for each whole one-percentage point by which the Actual Performance exceeds the Target. The applicable Base Salary shall be that in effect on the last day of the applicable calendar year relevant Fiscal Year. (ii) Notwithstanding the foregoing, any portion of the Bonus which would otherwise be earned in respect of any Fiscal Year in excess of 200% of Base Salary (such portions, the “Target Excess Bonus”), shall not be deemed earned until the last day of the Fiscal Year following the Fiscal Year to which such Excess Bonus relates and shall only be earned and payable if the Company achieves Actual Performance Bonusfor the subsequent Fiscal Year of not less than 90% of the Actual Performance for the Fiscal Year for which the Excess Bonus was calculated. The Bonus with respect to any Fiscal Year shall in no event be greater than 500% of Base Salary. (iii) Except as otherwise provided with respect to the Excess Bonus or in Section 6 hereof, the Bonus shall be paid on the date on which bonuses are typically paid to the senior most executives of the Company (such date, the “Bonus Payment Date”); provided, however, that the percentage Bonus Payment Date shall in no event be later than 90 days following the end of Employee’s annual Base Salary the Fiscal Year to which such Bonus relates, and provided, further, that applies such Bonus shall not be payable to an Executive whose employment with the Company is terminated after the Fiscal Year as to which such Bonus relates and before the Bonus Payment Date by the Company under subsection 5(c) hereof (for purposes Cause). (iv) In respect of determining Employee’s Target Performance Bonus Fiscal Year 2004, the Executive shall be eligible for a given year may bonus, if applicable, in an amount to be increased above 100% determined by the Committee in its sole discretion. (but not decreased without v) Notwithstanding anything herein to the Employee’s written consentcontrary, the Bonus will be earned and paid in accordance with the terms of a to-be-established executive bonus plan (“Bonus Plan”) to be adopted by the Board (or a designated committee thereof) in its discretion. For each calendar yearno later than December 25, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved2004, and (iii) such other applicable terms and conditions of submitted for approval to the Company’s shareholders at the next shareholders meeting following its adoption, in a manner intended to qualify the Bonus Plan necessary to satisfy the requirements of as “performance-based compensation” under Section 409A 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”)) and the regulations promulgated thereunder. Except as otherwise provided Accordingly, no Bonus shall be earned or paid in Section 5the event the Bonus Plan is not approved by the shareholders of the Company. The Bonus Plan shall provide that the Target and its constituent performance measurements may be equitably adjusted by the Committee in its sole discretion to reflect changes in capitalization, any Performance Bonus that Employee becomes including, without limitation, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, other relevant changes in capitalization, extraordinary non-recurring events, acquisitions and other corporate changes. (vi) The Executive shall not be entitled to receive (as a result an annual cash bonus pursuant to any plan or arrangement of the applicable performance targets ultimately being achieved) will Company that is in existence as of the Effective Date, provided that no flexible benefit or deferred compensation plan shall be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5plan or arrangement.

Annual Bonus. (i) During the Term, Employee shall be eligible subject to receive an annual performance bonus payment (a “Performance Bonus”) Section 4(b), for each calendar year pursuant beginning with 2014, Executive shall have the opportunity to earn an annual cash performance bonus program (the “Bonus PlanAnnual Bonus”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable ) based on performance against specified objective (including budgetary or EBITDA-based) performance criteria (“Performance Goals”) established by the achievement of reasonable performance targets established in accordance herewith, and for Board prior to or as soon as practicable following each calendar year Employeeyear, subject to Executive’s target Performance continued employment through December 31 of each such calendar year. The Annual Bonus shall be equal to 10050% of Employee’s annual Base Salary in effect on if the last day Company achieves at least 80% of the applicable calendar year its Performance Goals, 85% 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), for calendar year 2013, Executive shall have the opportunity to earn an Annual Bonus based on Performance Goals established by the Board no later than 90 days following the Effective Date and subject to Executive’s continued employment through December 31, 2013 (the “2013 Annual Bonus”); provided, that the percentage . The 2013 Annual Bonus shall be equal to 85% of Employee’s annual Base Salary that applies for 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 Employee’s Target Performance whether the 2013 Annual 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 yearhas been earned, the Board (or a designated committee thereof) will determine Performance Goals related thereto shall be measured after taking into account the 2013 Annual Bonus payable and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary any other bonuses payable to Employee if some lesser or greater percentage other employees of the target annual performance 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 achievedthe number of days from the Effective Date through December 31, 2013, and the denominator of which is 365. (iii) such other applicable terms and conditions of the Any Annual 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, payable for any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will shall be paid to Employee in cash as soon as administratively feasible practicable following preparation the determination of the Company’s unaudited financial statements performance results for the applicable such calendar year, but in no event later than March 15 15th of the calendar year following the calendar year to which such Performance Annual Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During the Term, Employee (a) Executive shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to earn an annual cash bonus ("Annual Bonus") 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 bonus program 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 Fiscal Year. If Executive achieves the target level of such performance goals (the “"Target Annual Goals"), as determined by the Board or Committee, ------------------- his Annual Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar that Fiscal year Employee’s target Performance Bonus shall be equal to 100% sixty percent (60%) (the "Target Percentage") of Employee’s annual Executive's Base Salary in effect on the last day of the applicable calendar year (the “----------------- "Target Performance Annual Bonus”"); provided. If Executive achieves the maximum level of ------------------- such performance goals ("Maximum Annual Goals") for any such Fiscal -------------------- year, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) as determined by the Board or Committee, his Annual Bonus for that Fiscal Year shall be one hundred and twenty percent (or a designated committee thereof120%) in its discretion. For each calendar year, (the Board (or a designated committee thereof"Maximum Percentage") will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Executive's 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5."Maximum Annual ------------------ -------------- Bonus"

Annual Bonus. During a. With respect to the Term2006 fiscal year, Employee Executive shall be eligible to receive an the annual performance bonus payment to which Executive is otherwise entitled under the 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 the Merger Agreement. b. With respect to each full fiscal year of HCA (a “Performance BonusFiscal Year”) for each calendar year occurring during the Employment Term, beginning with the 2007 Fiscal Year, Executive shall be eligible to earn, pursuant to an annual cash performance bonus program to be adopted by the Board, an annual bonus award (an “Annual Bonus”) equal to a percentage of Executive’s Base Salary, based upon the “Bonus Plan”). Pursuant extent to the terms of the Bonus Plan, each which annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewithby the Board are met or exceeded. The Annual Bonus, and for each calendar year Employee’s target Performance Bonus if any, shall be equal paid to 100% of Employee’s annual Base Salary in effect on Executive within two and one-half (2.5) months after the last day end of the applicable calendar year Fiscal Year. For the 2007 Fiscal Year, Executive shall be eligible to earn a target bonus of (i) 120% of Base Salary (the “Target Performance Bonus”); provided, that the percentage of Employee’s ) if annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targetstargets are met, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage 50% of the target annual Target Bonus if a lower “threshold” level of performance is achieved, and or (iii) such other applicable terms and conditions two times the Target Bonus if “maximum” performance goals are achieved, with the Annual Bonus amount being interpolated, in the sole discretion of the Bonus Plan necessary to satisfy Board, in the requirements of Section 409A 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 Internal Revenue Code vesting of 1986options granted under the New Option Plan (as defined below) that vest based on the attainment of EBITDA targets), as amended “threshold” performance will be 96.4%% of “target” and “maximum” performance will be 103.6% “of target” performance (with appropriate adjustments by the “Code”Board for extraordinary transactions and changes in capital expenditures). Except as otherwise provided With respect to the 2008 Fiscal Year, the Board shall in Section 5good faith attempt to provide Annual Bonus opportunities to Executive that are consistent with those applicable to the 2007 Fiscal Year, any Performance Bonus that Employee becomes entitled unless doing so would be adverse to receive (as a result the interests of HCA, the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relatesCompany or their shareholders. For purposes of claritylater fiscal years, the reference Board will set bonus opportunities in consultation with the preceding sentence to a Performance Bonus being deemed “earned” on the last day Chief Executive Officer of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5HCA.

Annual Bonus. During the Term, Employee The Executive's annual bonus for calendar year 1999 shall be eligible to ------------ determined in accordance with the current practices of Holdings and the Company and shall be paid by the Company. In respect of each calendar year that ends during the Term of Employment and begins on or after January 1, 2000, the Executive shall receive an annual performance bonus payment from the Company determined as follows. The annual bonus shall be based on the relationship between (a “Performance Bonus”x) Holdings' EBITDA for the calendar year in question ("Actual EBITDA") and (y) the target EBITDA ------------- ("Target EBITDA") established for Holdings for such calendar year. The Target --------------- EBITDA for each calendar year pursuant shall be established for Holdings during the last 45 days of the year preceding such calendar year by the Holdings Board reasonably, in good faith, and in consultation with the Executive, and shall be subject to an annual cash performance bonus program (the “Bonus Plan”). Pursuant later adjustment in light of significant acquisitions, significant dispositions, significant changes in accounting practices, and other significant occurrences to the terms extent necessary to avoid material distortion of the Bonus Planbenefits intended to be provided under this Section 5. The size of the bonus paid for any calendar year shall equal 75% of the Executive's Base Salary earned in respect of such calendar year (such amount, each annual Performance the "Target Bonus") if Target EBITDA ------------ is equal to Actual EBITDA for such year. To the extent that Actual EBITDA is less than Target EBITDA, the Target Bonus shall be payable based on reduced by a factor of two and one-half (e.g., if Actual EBITDA is 90% of Target EBITDA, the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus Executive ---- shall be paid a bonus equal to 10075% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, however, that -------- ------- the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may Executive shall not 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 (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 any annual bonus for a year if Actual EBITDA is not equal to at least 80% of Target EBITDA for such year. To the extent Actual EBITDA exceeds Target EBITDA, the Target Bonus shall be increased by a factor of two and one-half (as e.g., if Actual EBITDA is 120% of ---- Target EBITDA, the Executive shall be paid a result bonus equal to 150% of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will Target Bonus). The Executive shall be paid bonus amounts, if any, earned pursuant to Employee as soon as administratively feasible this Section 5 promptly following preparation certification of the Company’s unaudited Holdings' audited year-end consolidated financial statements for the applicable calendar yearstatements, but and in no event later than March 15 April 30th of the calendar year following the calendar year to which such Performance Bonus the bonus relates. For purposes Neither Holdings, nor the Company, nor any of claritytheir Subsidiaries shall, during the reference in the preceding sentence to Term of Employment, adopt a Performance Bonus being deemed “earned” on the last day of the calendar fiscal year applies to that is not a calendar year for which Employee is employed through without the last day consent of the calendar yearExecutive, except as otherwise provided which consent shall not be unreasonably withheld. Holdings and the Company agree to use commercially reasonable efforts to assure timely availability of certified consolidated financial statements in Section 5respect of each fiscal year that begins or ends during the Term of Employment.

Annual Bonus. (i) During the TermEmployment Period, Employee Executive shall be eligible to receive for an annual bonus in an amount determined by the President based on Executive’s performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program of his duties and the Company’s other compensation policies (the “Bonus PlanAnnual Bonus”). Pursuant to For the terms of three year period commencing on the Bonus PlanEffective Date through the third anniversary thereof, each annual Performance the target for the Executive’s Annual 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 calendar year one hundred thousand dollars ($100,000) (the “Target Performance BonusAmount”) 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 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 the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but if Executive is not decreased without the Employee’s written consent) employed by the Board (or a designated committee thereofCompany as of the date of payment of the last installment bonus pursuant to Section 2(a)(iv) in its discretion. For each calendar yeardue to the Company’s decision not to renew the Employment Period beyond the Initial Period, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, then Executive shall receive such last installment bonus payment when it is generally paid to other members of senior management. (ii) For the percentage of annualized Base Salary payable twelve (12) month period commencing on the Effective Date, Executive shall be entitled to Employee if some lesser an Annual Bonus not less than the Target Amount, which shall be paid in four equal quarterly installments commencing on or greater percentage of the target annual performance is achievedabout July 31, and 2002. (iii) such other applicable terms and conditions For the twelve (12) month period commencing on the first anniversary of the Effective Date, Executive shall be entitled to an Annual Bonus Plan necessary to satisfy the requirements of Section 409A not less than one hundred percent (100%) of the Internal Revenue Code Target Amount, which shall be paid in four equal quarterly installments commencing on or about July 31, 2003. (iv) For the twelve (12) month period commencing on the second anniversary of 1986the Effective Date, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes Executive shall be entitled to receive an Annual Bonus not less than fifty percent (as a result 50%) of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to Target Amount, which such bonus relates and will shall be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar yearin four equal quarterly installments commencing on or about July 31, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 52004.

Annual Bonus. During With respect to each full fiscal year during the Employment Term, Employee Executive shall be eligible to receive earn an annual performance bonus payment award (a an “Performance Annual Bonus”) for each calendar year pursuant to an annual cash performance bonus program in such amount, if any, as may be determined in the sole discretion of the Board, of 100 percent (100%) of Executive’s Base Salary (the “Bonus PlanTarget Annual Bonus”), and of 200 percent (200%) of Executive’s Base Salary at maximum, based upon the achievement of annual EBITDA target or maximum performance objectives, as the case may be, established by the Board within the first three months of each fiscal year during the Employment Term (provided, the methodology for determining such 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). Pursuant For the 2009 fiscal year, Executive shall be paid a pro-rated portion of the Target Annual Bonus based upon that portion of the fiscal year Executive was employed by the Company unless Executive’s employment hereunder is terminated by the Company for Cause or as a result of Executive’s resignation other than as result of a Constructive Termination, in either case prior to the date such Annual Bonus is paid to Executive. The Annual Bonus, if any, shall be paid to Executive within two and one-half (2.5) months after the end of the applicable fiscal 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 Bonus PlanManagement 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 annual Performance Bonus Class A-2 Unit shall be payable based on its Fair Market Value (as defined in the achievement Securityholders Agreement dated as of reasonable performance targets established in accordance herewithApril 2, 2007 among the Partnership 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 calendar year other parties thereto (including Executive) (the “Target Performance BonusSecurityholders Agreement”); provided, that ) at the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage time 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5purchase.

Annual Bonus. During For each calendar year during the TermTerm of Employment, Employee the Executive shall 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) with regard to the 2006-2009 calendar years. During the 2006 calendar year the Executive shall continue to participate in the annual incentive plan in which he participates immediately prior to the date of this Agreement and, with respect to the 2006 calendar year, he shall receive an actual bonus which shall be no less than his target bonus. Thereafter, the aggregate targeted payout level for achievement of the Executive’s annual incentive performance objectives shall be no less than seventy five percent (75%) of the Executive’s Annual Base Salary for such calendar year, with the maximum payout being twice such percentage of the Executive’s Annual Base Salary and a minimum payment of zero percent (0%) of the Executive’s Annual Base Salary. During 2007 through 2009 calendar years, the terms and conditions of such bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program opportunities shall be established by the Group Executive Director of Parent International (the “Bonus PlanGroup Executive Officer”). Pursuant to ) in good faith in consultation with the terms Chief Executive Officer in a manner such that seventy percent (70%) of the Bonus Plan, each annual Performance Bonus performance targets shall be payable based on business measures (including, without limitation, financial, customer and employee key performance indicators and delivery of integration synergies), and thirty percent (30%) of the 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 based on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretionpersonal performance measures. For each calendar yearExcept as otherwise expressly provided herein, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 Executive’s annual bonus (including, without limitation, determination of the Internal Revenue Code level of 1986, as amended (achievement of business and personal performance targets) shall be determined in the “Code”)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. Except as otherwise provided No bonus payment shall be required to be made with respect to a calendar year in Section 5, any Performance Bonus that Employee becomes entitled which the Executive is not employed on the payment date or with respect to receive (as a result of calendar year in which the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar yearare not met, except as otherwise provided in Section 5herein. Each such annual bonus which becomes payable (the “Annual Bonus”) shall be paid no later than seventy-four (74) days after the calendar year for which the Annual Bonus is awarded.

Annual Bonus. During the Term, Employee (a) Executive shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to earn an annual cash bonus ("Annual Bonus") 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 bonus program 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 Fiscal Year. If Executive achieves the target level of such performance goals (the “"Target Annual Goals"), as determined by ------------------- the Board or Committee, his Annual Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar that Fiscal year Employee’s target Performance Bonus shall be equal to 100% seventy percent (70%) (the "Target Percentage") of Employee’s annual ----------------- Executive's Base Salary in effect on (the last day "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 forty percent (140%) (the "Maximum Percentage") of Executive's ------------------ Base Salary (the "Maximum Annual Bonus"). The Annual Bonus for any -------------------- Fiscal Year may exceed the Maximum Annual Bonus at the discretion of the applicable Board or Committee. The Target Percentage and the Maximum Percentage may be increased by the Board or Committee, from time to time, but may not be decreased below the above specified percentages of Executive's Base Salary without the express written consent of 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 following sentence, the 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 Fiscal Year. Any such Annual Bonus shall in any event be determined and paid within ninety (90) calendar year (days after the “Target Performance Bonus”)end of the Fiscal Year; provided, however, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance guaranteed $100,000 Annual 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 (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 to which such bonus relates and will 2002 Fiscal Year shall be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar yearon January 2, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 52003.

Annual Bonus. During For the Term2009 and 2010 calendar years, Employee shall be the Executive will: (i) on and prior to the Effective Time, remain eligible to receive an annual performance bonus payment 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 “Performance Bonus”A) for each calendar year pursuant 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 bonus program (the “Bonus Plan”). Pursuant to and in accordance with the terms of the Bonus Planapplicable Company annual incentive plan and (y) the Executive shall receive an annual cash incentive award for the fiscal year ending June 30, each annual Performance Bonus shall be payable 2011 based on the deemed achievement of reasonable 75% of target performance targets established in accordance herewithand pro-rated for the period from July 1, and 2010 through the Effective Time; and (ii) for each the remainder of the calendar year Employee’s in which the Effective Time occurs, be eligible for an annual target Performance Bonus shall be cash incentive under the applicable Parent annual incentive plan equal to 100no less than 200% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that and an annual maximum cash incentive equal to two (2) times the percentage Target Bonus (the “Maximum Bonus”), pro-rated for the period from the Effective Time through December 31 of Employee’s annual Base Salary that applies for purposes such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement 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) performance objectives established by the Board of Directors of Parent (or a designated committee thereofthe “Parent Board”) in its discretion. For each generally within the first three months of such calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable which performance targets, (ii) the 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) objectives will be deemed earned on the last day 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 which such bonus relates other senior executives of Parent and will its subsidiaries. The Annual Bonus, if any, shall be paid to Employee as soon as administratively feasible following preparation the Executive when annual bonuses are generally paid to other executives of the Company’s unaudited financial statements for the applicable calendar year, Company but in no event later than March 15 two and one-half (2.5) months after the end of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the fiscal or calendar year, except as otherwise provided in Section 5applicable.

Annual Bonus. During The Company shall pay to Executive an annual cash bonus as set forth below (the “Annual Bonus”): (i) With respect to Executive’s Annual Bonus for the 2014 calendar year, Executive shall be entitled to an Annual Bonus equal to $185,658, and such amount shall constitute a cost and expense of administration of the Company’s chapter 11 case and shall be paid in cash, in full, on the Effective Date. (ii) With respect to Executive’s Annual Bonus for the 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 and each subsequent calendar year during the Term, Employee the Company shall pay Executive an Annual Bonus, subject to the discretion of the Compensation Committee, based upon a target bonus opportunity of 100% of Executive’s then current Base Salary, based upon the achievement of performance criteria and goals approved by the Compensation Committee. Such performance criteria and goals shall be eligible to receive an annual materially consistent in nature and degree of difficulty with the performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant criteria established with respect to the terms of Annual Bonus for the Bonus Plan, each annual Performance 2015 calendar year. Each such Annual Bonus shall be payable based on paid as soon as practicable but no later than March 15th of the achievement year following the year to which the Annual Bonus relates. (iv) Notwithstanding anything herein to the contrary, in the event of reasonable performance targets established a Change of Control of the Company, Executive shall receive an Annual Bonus for the year in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be which the Change of Control occurs equal to 100% the greater of Employee’s annual Base Salary in effect (i) the 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 the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each such calendar year, payable at the Board (or times set forth above. If a designated committee thereof) will determine and establish Change of Control occurs in writing (i) the applicable performance targets, (ii) the 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 2016 calendar year prior to which the time that the Annual Bonus for the 2015 calendar year has been paid, such bonus relates and will Annual Bonus shall be paid to Employee as soon as administratively feasible following preparation Executive on the effective date of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 Change of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5Control.

Annual Bonus. During With respect to each full calendar year ------------ during the Employment Term, Employee Executive shall be eligible to receive earn an annual performance bonus payment award (a “Performance an "Annual Bonus”") in such amount as determined in the sole discretion of the Board; provided, that for each calendar year pursuant -------- 1999, Executive's Annual Bonus opportunity shall be equal to an annual cash performance bonus program 75% of Executive's Base Salary (the “Bonus Plan”"Target Bonus"). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus which shall be payable based on the achievement of reasonable same performance criteria as in effect for OXO under its annual incentive as in effect immediately prior to August 3, 1999. In addition, for the calendar year 2000, Executive shall be entitled to participate in the Company's annual incentive plan, and if and to the extent that certain minimum financial performance targets of the Company are achieved (as such targets are established in accordance herewithby the Board) (the "Minimum Targets"), and for each calendar year Employee’s target Performance Executive's Annual Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, further, that if and to the extent that the percentage -------- ------- 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 Employee’s Executive's Base Salary. The annual Base Salary incentive plan for calendar year 2000 shall be designed to provide that applies for purposes 25% of determining Employee’s Executive's Annual Bonus opportunity shall be based on the Company's achievement of certain corporate objectives and that 75% of Executive's Annual Bonus opportunity shall be based on OXO's achievement of certain corporate objectives, as established by the Board. For 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 2001, the Company shall create and maintain a new annual incentive plan, with performance criteria and bonus formulas to be established annually by the Compensation Committee of the Board, after consultation with Executive and other members of the Company's senior management. Notwithstanding the foregoing, at no time during the Employment Term shall Executive's Annual Bonus opportunity be reduced below the Target Performance Bonus for a given year Bonus, and such opportunity may be increased above 100% (but not decreased without at 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 (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage discretion of the target annual performance is achievedBoard, in proportion with any significant increase in Executive's duties 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5responsibilities.

Annual Bonus. During the Term, Employee Executive shall be eligible to receive for an annual performance cash bonus payment (a “Performance Annual Bonus”) based on the performance of Executive and Company during each fiscal year of the Company during the Term relative to performance goals established for each calendar such fiscal year pursuant to an annual cash performance bonus program by the Compensation Committee of the Board (the “Bonus PlanCommittee”). Pursuant ) pursuant to and subject to 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 calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 Superior Industries International, Inc. CEO Annual Incentive Performance Plan necessary to satisfy approved by shareholders at the requirements of Section 409A of the Internal Revenue Code of 1986, as amended 2011 annual meeting (the “CodeCEO Incentive Plan”). Except To the extent any Annual Bonus provided hereunder would not be permitted under the CEO Incentive Plan, the Company shall, without limiting Executive’s rights hereunder, use its best efforts to adopt and promptly procure shareholder approval of a new plan permitting such Annual Bonus and designed to be compliant with Code Section 162(m). 3.1.2.1 For fiscal year 2014, the performance goals shall be those previously established by the Committee for CEO annual incentive compensation under the CEO Incentive Plan and in effect on the Effective Date. For fiscal year 2014, Executive’s Annual Bonus shall be the greater of (i) the amount determined with respect to such preexisting performance goals and (ii) 50% of Executive’s annual base salary for fiscal year 2014. 3.1.2.2 For fiscal year 2015 and subsequent fiscal years, the performance goals shall be established by the Committee, after consultation with Executive, and set forth in writing not later than March 1 of that fiscal year. 3.1.2.3 For each fiscal year, the Committee shall establish threshold, target and maximum payout levels of attainment of such performance goals. For performance below threshold level, Executive’s Annual Bonus shall be $0. For performance at threshold level, the Annual Bonus shall be 80% of Executive’s annual base salary for the fiscal year. For performance at target level, the Annual Bonus shall be 100% of Executive’s annual base salary for the fiscal year. For performance at or above maximum level, Executive’s Annual Bonus shall be 200% of Executive’s annual base salary for the fiscal year. The Annual Bonus percentage of Executive’s annual base salary for performance between threshold and target levels or between target and maximum levels shall be based on straight line interpolation as otherwise provided set forth in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result writing by the Committee. The Committee shall determine the level of attainment of performance goals and the amount of the applicable performance targets ultimately being achieved) will be deemed earned Annual Bonus following the end of each fiscal year based on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited audited financial statements for such fiscal year. The Company shall pay the applicable calendar year, but in no event later than Annual Bonus on or before March 15 of the calendar fiscal year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar fiscal year for which Employee it is employed through the last day of the calendar year, except as otherwise provided in Section 5earned.

Annual Bonus. During the Term, Employee The Executive shall be eligible to receive an the following annual performance cash bonuses (together, the “Annual Bonus”): (i) In respect of Company’s 2009 fiscal year and each subsequent fiscal year of the Company ending during the Employment Period, the Executive shall be eligible to receive a discretionary annual bonus payment (a the “Performance Corporate Bonus”) for with a target of $800,000. The amount of each calendar year pursuant to an annual cash performance bonus program Corporate Bonus shall be determined by the Board of Directors of Parent (the “Board”) or the Compensation Committee thereof in consultation with the CEO and shall be based on individual and Company Group performance. The Corporate Bonus Plan”)may be higher or lower than the target using criteria consistent with that applicable to the annual bonuses of other senior executives of the Company other than the CEO and the Chairman and CEO of Recorded Music – North America of Company. Pursuant For the avoidance of doubt, if the Employment Period ends due to the expiration of the Agreement on December 31, 2013, the Executive shall nevertheless be eligible to receive a Corporate Bonus in respect of the 2013 fiscal year, and the amount of such Corporate Bonus shall be determined using criteria consistent with those 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 Bonus PlanPrior 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 bonus (the “Projects Bonus”) with a target of $300,000. The amount of each annual Performance Projects Bonus shall be payable determined by the Board or the Compensation Committee thereof in consultation with the CEO and shall be based on the achievement Executive’s performance with respect to any special projects and/or transformational initiatives that have been assigned to the Executive 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 reasonable performance targets established doubt, if the Employment Period ends due to the expiration of the Agreement on December 31, 2013, the Executive shall nevertheless be eligible to receive a Projects Bonus in accordance herewithrespect of the 2013 fiscal year, and for each calendar year Employee’s target Performance the amount of such Projects Bonus shall be equal to 100% determined using criteria consistent with those generally used in respect of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the 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 to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5prior fiscal years.

Annual Bonus. During the TermEmployment Period, Employee the Executive shall be eligible to receive for an annual performance bonus payment (a the “Performance Annual Bonus”) for each calendar year pursuant to the terms and conditions of an annual cash performance bonus program plan for executive officers (as amended from time to time, the “Bonus Incentive Plan”). Pursuant Based upon attainment of performance goals predetermined by the Board, the Executive shall be entitled to the terms an Annual Bonus payment at a target level of at least one-hundred percent (100%) 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 EmployeeExecutive’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last ninetieth (90th) day after the first day of the applicable calendar year performance period (the “Target Performance Annual Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the . The Board (or a designated committee the Compensation Committee thereof) shall review the Target Annual Bonus percentage on an annual basis and, in its sole discretion, may at any time increase such percentage as it may deem appropriate, and the term “Target Annual Bonus,” as used in this Agreement, shall refer to the Target Annual Bonus as it may be so increased. For each calendar year, The Incentive Plan will provide that a portion of the Board (or Target Bonus as determined under the Plan will be paid subject to a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the minimum percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual such 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 goals being reached (the “CodeAnnual Bonus Threshold”). Except as otherwise provided in Section 5, any Performance Each such Annual Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will shall be paid to Employee as soon as administratively feasible following preparation in cash within two and one-half (2 1/2) months after the end of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar fiscal year following the calendar year with respect to which such Performance 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 claritythis Section 2(b)(2), equity shall mean common stock or an equity award (such as a grant of stock, restricted stock award, stock option, or stock appreciation right) having a fair market value (as reasonably determined by the reference in Board) at least equal to the preceding sentence to a Performance amount of the Annual Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except paid as otherwise provided in Section 5equity.