Common use of Annual Bonus Clause in Contracts

Annual Bonus. With respect to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunder.

Annual Bonus. With respect to For each Fiscal Year complete year that ends Executive is employed with the Company hereunder during the TermTerm (each such year, commencing with Fiscal Year 2012a “Bonus Year”), the Executive shall be eligible to receive an annual cash bonus award (the each, an “Annual Bonus”) based upon Company annual EBITDA and/or under the Parent’s short-term incentive plan (as may be in effect from time to time, the “STIP”), subject to and conditioned on the Parent’s overall performance and financial results together with any other financial terms and non-financial performance targets conditions of the STIP that may be established by the Board or the Compensation Committee of the Board (the “Compensation Committee”) for that Bonus Year (generally and collectively, the “STI Performance TargetsPlan”), . Unless otherwise established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in Board or 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 CompanyCompensation Committee, 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 incentive opportunity available to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the Annual Bonus Executive shall be based upon the Company’s attainment on a target value of 65% of the Performance Targets, as determined by the Board (or any authorized committee annualized rate of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Executive’s Effective Base Salary and in effect at the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion time 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 Regulationsdetermination. Notwithstanding the foregoing, except as set forth in Article V(i) unless the Compensation Committee determines otherwise, no bonus Executive shall not be payable with respect entitled to any Fiscal Year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending on the last day payment of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the an Annual Bonus for any Bonus Year in which the Parent does not achieve the vesting requirements and other conditions set forth in the applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunderSTI Performance Plan, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established as determined by the Compensation Committee in its sole good faith discretion; (ii) the actual amount of each Annual Bonus, if any, paid to Executive is subject to determination in the sole discretion of the Compensation Committee; (iii) Executive shall not be entitled to any Annual Bonus if Executive’s employment under this Agreement is terminated by the Company for Cause prior to the date of payment of such Annual Bonus; and, (iv) subject to the exceptions set forth herein, Executive shall not be entitled to any Annual Bonus for any Bonus Year if Executive is not employed by the Company on the date the Compensation Committee approves payment of such Annual Bonus. It is expected but not guaranteed that payment of the Annual Bonus, if any, will be approved in connection with the finalization of the Parent’s annual financial statements for the Bonus Year to which it relates and paid as promptly as practicable following such approval but in accordance with Section 162(mno event later than December 31 of the year following the applicable Bonus Year. The Compensation Committee may, in its sole discretion, determine that up to 50% of the value of any Annual Bonus shall be paid in equity of the Parent and the remainder of such Annual Bonus be paid in cash. For each Bonus Year during the Term, the Compensation Committee will review the STIP and establish the structure, terms and conditions (including performance objectives, metrics, goals and incentive opportunities) of the Code STI Performance Plan and the regulations promulgated thereundertarget value of the incentive opportunity (“Effective STI Bonus Target”) provided to Executive for the Bonus Year as it deems appropriate.

Annual Bonus. With respect In addition to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012Annual Base Salary, the Executive shall be eligible to receive awarded, for each fiscal year during the Employment Period, an annual cash bonus (the "Annual Bonus"; which shall include, without limitation, any other annual cash bonus plan or program provided to Executive such as the Short Term Incentive Plan or any other similar plan, but shall not include any cash sign-on, relocation, retention or other special bonus or payments. ) in cash at least equal to the greater of (a) the average (annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive has been employed by the Company for less than twelve full months) bonus (the "Average Annual Bonus") paid or that has been earned and accrued, but unpaid to the Executive by the Company and its affiliated companies in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, (b) the Annual Bonus paid for the fiscal year immediately preceding the Effective Date, or (c) the target bonus associated with the Company achieving its 100 percent target payout level as determined in accordance with the terms of the Company’s bonus plans for senior executives for the fiscal year immediately preceding the Effective Date (the “Target Bonus”; the greater of clauses (a), (b) or (c) to be referred to as the “Highest Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (); for the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as avoidance of April 6, 2012, among the Companydoubt, the Guarantors determination of bonus under clause (as defined thereinc) party thereto, above shall not be reduced for 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 application of the Credit AgreementCompensation Committee’s discretion to reduce such bonus or bonus funding, or increased to reflect additional amounts that may be paid or payable if the Company exceeds target. The amount of the Each such Annual Bonus shall be based upon paid no later than the 15th day 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 pursuant to any nonqualified plan of the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum any portion of the Annual Base Salary and the target or Annual Bonus electively deferred by the Executive pursuant to a qualified or a non-qualified plan including, but not limited to, the Hologic, Inc. Deferred Compensation Plan or any successor thereto (the “Target Total CompensationDCP”) for any such Fiscal Year shall be no less than included in determining the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensationthe Average Annual Bonus. Each such If the fiscal year of any successor to this Agreement, as described by Section 11(c) herein, is different than the Company’s fiscal year at the time of the Change of Control, then the Executive shall be paid (i) the Annual Bonus shall be payable within thirty that would have been paid upon the end of Company’s fiscal year ending after the Change of Control, and (30ii) 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 “shortpro-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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the rata Annual Bonus for any applicable months of service performed following the end of the Company’s fiscal year, but prior to the first day of the successor’s fiscal year will immediately following the Change of Control. The Annual Bonuses thereafter shall be payable pursuant based on the successor’s first full fiscal year beginning after the Change of Control and successive fiscal years thereafter. “Pro Rata Bonus" shall mean an amount equal to a “qualified performance-based compensation” bonus plan the Bonus Amount (average of the Annual Bonuses paid or that has been approved earned and accrued, but unpaid during the three full fiscal years ended prior to the Date of Termination) multiplied by a fraction the stockholders numerator of which is the Company number of months worked in accordance with the provisions for such approval under Section 162(m) fiscal year through the Date of the Code Termination and the regulations promulgated thereunder, and on denominator of which is 12. Any partial months shall be rounded to the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereundernearest whole number using normal mathematical convention.

Annual Bonus. With respect In addition to each Fiscal Year that ends during Annual Base Salary, upon the Term, commencing with Fiscal Year 2012terms and subject to the conditions of this paragraph (b), the Executive shall shall, for each fiscal year ending during the Employment Period, be eligible entitled to receive an annual cash bonus (the “"Annual Bonus”") based upon opportunity equal to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded to other peer executives of the Company and its Affiliated Companies, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual EBITDA and/or other financial and non-financial performance targets bonus for the then current fiscal year by his then Annual Base Salary or (ii) the “Performance Targets”)average percentage of his annual base salary (as in effect for the applicable years) that was paid or payable, established including by reason of any deferral, to the Executive by the Board; provided that Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any such Performance Target is based on Company calculation required to be made under clause (ii) of the preceding sentence, an annual EBITDA, EBITDA bonus shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as annualized for any fiscal year consisting 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. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (less than twelve full months or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during which the TermExecutive was employed for, commencing and received pro-rated annual incentive compensation with Fiscal Year 2012respect to, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation full twelve months, and, if the Executive has not been employed for the full duration of the three fiscal years immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salarythe year in which the Effective Date occurs, target Annual Bonus and Target Total Compensationthe average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be payable within thirty (30) days paid no later than the end of the second month of the fiscal year next following the completion fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt 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 accordance with 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus deferred compensation plan that has been approved by the stockholders of the Company in accordance or its Affiliated Companies that complies with the provisions for such approval under Section 162(m) 409A of the Internal Revenue Code and (the regulations promulgated thereunder, and on the basis “Code”). The foregoing provisions of the Executive’s or the Company’s attainment of objective financial or other operating criteria established this paragraph (b) shall be qualified by the Compensation Committee in its sole good faith discretion following terms and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderconditions.

Annual Bonus. With respect (a) ILG will be responsible for establishing, or causing Vistana to each Fiscal Year that ends during establish, effective as of the TermClosing Date, commencing with Fiscal Year 2012a bonus program in which Vistana Employees who participated in Starwood’s Annual Incentive Plan or any other bonus or incentive compensation plan or program maintained by Starwood, the Executive shall be eligible to receive an annual cash bonus Vistana or any of their Affiliates (the “Annual BonusStarwood AIP”) based upon Company annual EBITDA and/or other financial and non-financial performance targets immediately prior to the Closing Date will participate effective on the Closing Date (the “Performance TargetsILG AIP”), established by . The ILG AIP will be structured so that it provides a bonus opportunity for the Board; provided Closing Plan Year that preserves to the extent practicable the bonus opportunity that each Vistana Employee would have had if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined he or she would have remained a participant in the same manner, and with Starwood AIP for 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 entire Closing Plan Year (the “Credit AgreementFY ILG AIP Award”)), is determined for purposes of the Credit Agreement. The amount FY ILG AIP Award shall consist of the Annual Bonus shall be (1) a pro-rated award calculated based upon the Company’s attainment achievement of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein performance objectives applicable to the contrary, with respect to each subsequent Fiscal related Starwood AIP award and the number of days in the Closing Plan Year that ends during occurs prior to the Term, commencing with Fiscal Year 2012, the sum Closing Date and (2) a pro-rated award calculated based upon performance of the Annual Base Salary ILG and the target Annual Bonus (number of days in the “Target Total Compensation”) for Closing Plan Year that occurs following the Closing Date and including the Closing Date. ILG will pay all FY ILG AIP Awards. Starwood shall provide ILG with any such Fiscal Year shall be no less than the Target Total Compensation necessary performance results for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus Closing Plan Year and Target Total Compensation. Each such Annual Bonus shall be payable within thirty any other information necessary to enable ILG to meet its obligations under this Section 2.04(a). (30b) days following Starwood will retain all obligations related to bonus compensation earned by Vistana Employees under 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 Starwood AIP with respect to any Fiscal Year unless calendar year ended prior to the Executive remains continuously employed with the Company during the period beginning on Closing Date that is earned but unpaid as of the Effective Date and ending on Time; provided, however, that, if requested by Starwood, ILG or an Affiliate thereof will make all cash payments in respect of any such bonus compensation so long as Starwood transfers to ILG, prior to the last day date that such payment is to be made to the applicable Vistana Employee, the amounts payable in respect of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and cash payments, including 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 “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code withholding amounts and the regulations promulgated thereunder, and on the basis employer’s portion of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderany employment taxes.

Annual Bonus. With respect In addition to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012Annual Base Salary, the Executive shall be eligible to receive awarded, for each fiscal year ending during the Employment Period, an annual cash bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets in cash at least equal to the Executive’s target bonus opportunity under the Company’s Annual Incentive Plan, or any comparable bonus under any predecessor or successor plan (the “Performance TargetsAnnual Incentive Plan”) for the fiscal year in which the Effective Date occurs (or if, prior to the Effective Date, the target bonus opportunity for such year has not been established, the target bonus opportunity for the fiscal year ending immediately prior to the Effective Date), established by the Board; provided that if and in each case taking into account any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined increases 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. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and to the target Annual Bonus extent relevant (the “Target Total CompensationBonus”). For each fiscal year ending during the Employment Period, (a) any performance goals or other criteria used to determine the actual Annual Bonus earned shall be substantially as favorable to the Executive as the performance goals or other criteria established with respect to the Executive’s Annual Bonus opportunity for any the year in which the Effective Date occurs (or if, prior to the Effective Date, the performance goals or criteria for such Fiscal Year year have not been established, the performance goals or criteria applicable for the fiscal year ending immediately prior to the Effective Date) and (b) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plan shall be no less greater than the Target Total Compensation exercise of such discretion for the year immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensationthe year in which the Effective Date occurs. Each such Annual Bonus shall be payable within thirty (30) days following paid no later than two and a half months after the completion end of the audited financials fiscal year for which the Fiscal Year Annual Bonus is awarded, unless the Executive shall elect to which defer the receipt of 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 an arrangement that meets the requirements of Section 1.409A-1(b)(4) 409A 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderCode.

Annual Bonus. With respect to each Fiscal Year that ends during During the Term, commencing with Fiscal Year 2012, the Executive 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 “Annual BonusBonus Plan”) ). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based upon Company annual EBITDA and/or other financial and non-financial 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 TargetsBonus”); provided, established by that the Board; provided percentage of Employee’s annual Base Salary 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 applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Credit Agreement. The amount of the Annual Bonus shall be based upon the CompanyEmployee’s attainment of the Performance Targets, as determined written consent) by the Board (or any authorized 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 Board). Notwithstanding anything herein to the contrarytarget annual performance is achieved, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum and (iii) such other applicable terms and conditions of the Annual Base Salary and Bonus Plan necessary to satisfy the target Annual Bonus requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Target Total CompensationCode”) for ). Except as otherwise provided in Section 5, any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Performance Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty that Employee becomes entitled to receive (30) days following the completion as a result 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)(4applicable performance targets ultimately being achieved) of the Department of Treasury Regulations. Notwithstanding the foregoing, except as set forth in Article V, no bonus shall will be payable with respect to any Fiscal Year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending deemed earned on the last day of the calendar year to which such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (bonus relates 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 paid to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders Employee as soon as administratively feasible following preparation of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective unaudited financial or other operating criteria established by statements for the Compensation Committee applicable calendar year, but in its sole good faith discretion and in accordance with Section 162(m) no event later than March 15 of the Code and calendar year following the regulations promulgated thereundercalendar 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. With respect The Company shall pay to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets in accordance with the terms hereof for each “Year” (as defined below) which ends during the Employment Term. The Executive shall be eligible for an Annual Bonus as set forth in the Mxxxxx Human Resource Consulting “Management Incentive Plan Design Anchor Glass Container Corporation” report, dated June 11, 2002 (the “Performance TargetsMxxxxx Report”). The term “Year” shall mean the Company’s fiscal year unless indicated otherwise. (a) If the Executive achieves his target performance goals (the “Target Annual Goals”), established as determined by the Board; provided that if any such Performance Target is based Board on Company an annual EBITDA, EBITDA shall be determined in the same manner, and basis after consulting with the same adjustmentsExecutive, 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. The amount of the such Annual Bonus shall be based upon as set forth in the Company’s attainment of Mxxxxx Report (the Performance Targets“Target Annual Bonus”). If the Executive achieves his maximum performance goals (“Maximum Annual Goals”), as determined by the Board (or any authorized committee of Committee) on an annual basis after consulting with the Board). Notwithstanding anything herein to the contraryExecutive, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Vthe Mxxxxx Report. (the “Maximum Annual Bonus”). If the Executive achieves threshold performance goals (“Threshold Annual Goals”), no bonus as determined by the Board (or Committee) on an annual basis after consulting with the Executive, such Annual Bonus shall be as set forth in the Mxxxxx Report. If the Executive achieves a level of performance which falls between the Threshold Annual Goals and the Target Annual Goals or between the Target Annual Goals and the Maximum Annual Goals, lineal interpolation shall be used to determine the Executive’s Annual Bonus for such Year. Such performance goals shall be set by the Board (or Committee) within ninety (90) days after the first day of the applicable Year. (b) For the Company’s 2002 Year, the Executive shall be eligible for a target bonus as set forth in the Mxxxxx Report. (c) The Company shall pay the entire Annual Bonus that is payable with respect to any Fiscal a Year unless in a lump-sum cash payment as soon as practicable after the Executive remains continuously employed with Board (or Committee) can determine whether and the Company during degree to which Maximum Annual Goals, Target Annual Goals or Threshold Annual Goals have been achieved following the period beginning on the Effective Date and ending on the last day close of such Fiscal Year. To Any such Annual Bonus shall in any event be paid within ninety (90) days after the extent that the Company becomes subject to Section 162(m) end of 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 “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderYear.

Annual Bonus. With respect to For fiscal year 1997 (ending January 31, 1998) and for each Fiscal Year fiscal year that ends begins during the TermEmployment Period (each such fiscal year, commencing with Fiscal Year 2012a "Bonus Year"), the Executive shall be eligible entitled to receive an annual cash a bonus of 40% of Base Salary (the “Annual each, a "Bonus”") based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the Annual Bonus shall be based conditioned upon the Company’s attainment satisfaction of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”a) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria performance goals established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code Board of Directors of the Company (the "Committee") for such Bonus Year and (b) personal performance goals submitted by the Executive to, and approved by, the Company and the regulations promulgated thereunderCommittee for such Bonus Year. Company and personal performance goals are herein referred to collectively as the "Performance Goals". In the event the Performance Goals for any Bonus Year are not fully satisfied, the Committee shall have the right, but not the obligation, to grant a partial Bonus for such Bonus Year. The Performance Goals for each Bonus Year shall be established as soon as possible following the beginning of such Bonus Year. The Bonus earned for any Bonus Year shall be payable promptly following the determination thereof, but in no event later than 90 days following the end of each Bonus Year. If (a) the Employment Period shall expire or terminate and (b) Employee is entitled to payment of a bonus pursuant to Section 6 hereof, the Bonus payable for the Bonus Year in which the Employment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, multiplied by a fraction, the numerator of which shall be the number of days of the Employment Period within the Bonus Year and the denominator of which shall be 365. For the purposes of determining the amount of Bonus payable pursuant to the immediately preceding sentence, it shall be assumed that all conditions to payment based upon performance by the Executive (e.g. personal performance goals) have been satisfied. Notwithstanding anything to the contrary contained herein or in the Employer's Bonus Plan, in the event (y) the Employment Period shall end for any reason whatsoever on a day prior to payment to Executive of a Bonus for the last full Bonus Year contained within the Employment Period, and (z) Executive would have been entitled to receive a Bonus for such last full Bonus Year had the Employment Period not ended - then, Employer shall pay to Executive the Bonus for such last full Bonus Year as and when such Bonus would have been paid had the Employment Period not ended.

Annual Bonus. With respect to For (A) the stub fiscal year beginning with the IPO Date and ending December 31, 2010, (B) each Fiscal Year that ends fiscal year of the Company thereafter ending during the Term, commencing with Fiscal Year 2012Employment Period and (C) the stub fiscal year of the Company during which the Employment Period expires pursuant to the terms hereof, the Executive shall be eligible to receive an annual cash bonus (the an “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets that are established in good faith by the Committee, provided that, the Executive’s target Annual Bonus shall be equal to 200% of his Annual Base Salary (the “Performance TargetsTarget Bonus”), established by ) and the Board; provided Executive’s threshold Annual Bonus (it being understood that if any such Performance Target threshold amount will be paid upon achievement of a specified level of performance during the applicable fiscal year of the Company and is based on Company annual EBITDA, EBITDA not intended as a minimum bonus) shall be determined in the same mannerequal to 100% of his Annual Base Salary. The Parties acknowledge and agree that, 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 immediately preceding sentence, Annual Base Salary shall be equal to $750,000 without proration for the initial fiscal year of the Employment Period, notwithstanding that such initial fiscal year may be less than a full fiscal year. Notwithstanding the preceding reference in this paragraph to an annual cash bonus, the Parties agree that the Company may pay a portion of each Annual Bonus in the form of Company restricted stock or restricted stock units subject to vesting conditions and restrictive covenants that are no more restrictive (or more extensive in time) than the restrictive covenants set forth in Sections 7(a)-(e) of this Agreement. The amount Such equity portion of the Annual Bonus shall be determined by the Committee, but (A) in the case of Annual Bonuses for the first three fiscal years of the Company ending during the Employment Period (including the stub fiscal period beginning with the IPO Date and ending December 31, 2010), shall not exceed the amount by which the applicable Annual Bonus exceeds the Target Bonus for such year, and in the case of Annual Bonuses for each fiscal year of the Company thereafter, shall not exceed 75% of the amount by which the applicable Annual Bonus exceeds $1,000,000, and (B) shall include a solely time-based vesting schedule which shall also provide for (1) vesting in full upon the CompanyExecutive’s attainment termination of employment by the Company without Cause or for Disability, by the Executive for Good Reason or as a result of the Performance Targets, Executive’s death and (2) as determined by the Board Committee, either (x) immediate vesting or any authorized committee (y) continued vesting in accordance with the originally scheduled vesting terms of the Board). Notwithstanding anything herein to the contrarysuch awards, subject (with respect to each subsequent Fiscal Year that ends during clause (y)) to the TermExecutive’s continued compliance through the applicable vesting date (except, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salaryavoidance of doubt, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to applicable compliance period earlier expires) with the provisions of Section 162(m7(a)-(e) hereof (other than an immaterial breach of Sections 7(a) and 7(b)), if the Executive’s employment is terminated as a result of the Code Company’s previous delivery to the Executive of the written notice contemplated by Section 2 hereof (and all applicable post-initial public offering transition periods have expired with respect to applicable such termination, a “Company plansNonrenewal”), in each case unless the Executive agrees otherwise. The cash portion of any earned Annual Bonus for any applicable a fiscal year will shall be payable paid to the Executive no later than the 15th day of the third month following the close of such fiscal year, or the calendar year where applicable, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to a “qualified performance-based compensation” bonus plan an arrangement that has been approved by meets the stockholders requirements of Section 409A of the Company in accordance with Internal Revenue Code of 1986, as amended (the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunder“Code”).

Annual Bonus. With respect In addition to each Fiscal Year that ends during the TermBase Salary, commencing with Fiscal Year 2012, the Executive Employee shall be eligible to receive an a discretionary annual cash performance bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-on Employer’s financial performance targets between January 1st and December 31st of each year (the “Performance TargetsBonus Year”), established under the following terms and conditions: (i) If the Compensation Committee determines that Employer’s performance met the threshold of the standards and measures (the “Threshhold Measures”) approved by the BoardCompensation Committee for the Bonus Year, Employee will be entitled to an Annual Bonus in an amount equal to ten percent (10%) of the Base Salary; (ii) If the Compensation Committee determines that Employer’s performance met the target of the standards and measures (the “Target Measures”) approved by the Compensation Committee for the Bonus Year, Employee will be entitled to an Annual Bonus in an amount equal to twenty percent (20%) of the Base Salary; provided and (iii) If the Compensation Committee determines that if any such Performance Employer’s performance was exceptional as compared to the standards and measures (the “Exceptional Measures”) approved by the Compensation Committee for the Bonus Year, Employee will be entitled to an Annual Bonus in an amount equal to fifty percent (50%) of the Base Salary. The Threshold Measures, Target is based on Company annual EBITDA, EBITDA Measures & Exceptional Measures shall be determined in and agreed upon by the same manner, and with parties within thirty (30) days from 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 AgreementEffective Date. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein paid to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable Employee within thirty (30) days following the completion close of the audited financials Bonus Year, in accordance with Employer’s usual payroll practices. The Annual Bonus for the Fiscal Year first Bonus Year, if any, will be paid on a pro-rata basis according to which such the start date of Employee. The Compensation Committee may, in its sole discretion, award an Annual Bonus relates, but that exceeds the amounts listed in any event within subsections (i) - (iii) above. Employee must be employed by Employer at the period required by Section 409A, such time 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will is paid in order to be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereundereligible for, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderto be deemed as having earned, such Annual Bonus.

Annual Bonus. With respect to each Fiscal Year that ends during the TermThe Company shall establish, commencing with Fiscal Year 2012, the Executive and Employee shall be eligible to receive participate in, an annual cash performance bonus plan under which Employee will be eligible for an annual bonus for each complete calendar year that Employee is employed by the Company hereunder (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial ). 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 “Performance TargetsBonus Year”). Employee’s target annual bonus will be at least 75% of Employee’s Base Salary, established by but 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. The actual amount of the Annual Bonus shall will be based upon determined in the Company’s attainment discretion of the Performance Targets, as determined by the Board (or any authorized a committee thereof) depending on performance. Each Annual Bonus, if any, shall be paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than March 15 following the end of the Board)such Bonus Year. Notwithstanding anything herein in this Section 3(b) to the contrary, with respect to each subsequent Fiscal Year that ends during the Termno Annual Bonus, commencing with Fiscal Year 2012if any, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for nor any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salaryportion thereof, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following for any Bonus Year unless Employee remains continuously employed by the completion of Company from the audited financials for Effective Date through the Fiscal Year to date on which such Annual Bonus relatesis paid; provided, but in any event within however, that if Employee ceases to be employed by the period required by Section 409ACompany (i) due to Employee’s resignation from employment for Good Reason, such that it qualifies (ii) as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) result of the Department death or Disability of Treasury Regulations. Notwithstanding Employee or (iii) as a result of 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 termination of Employee by the Company during without Cause, in each case, after the period beginning end of a Bonus Year but prior to the date on the Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all which any applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for such Bonus Year is paid, Employee shall be entitled to the full amount of any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderAnnual Bonus.

Annual Bonus. With respect to each Fiscal Year that ends during the TermThe Board shall establish, commencing with Fiscal Year 2012, the and Executive shall be eligible to receive participate in, an annual cash performance bonus plan pursuant to which Executive will be eligible to receive a discretionary annual bonus for each complete calendar year during the Employment Period based upon, among other things, Company performance and Executive’s work performance and contributions to the Company (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial ). The performance targets that must be achieved by the Executive 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 Executive within the first ninety (90) days of the applicable calendar year (the “Performance TargetsBonus Year”). Executive’s target annual bonus will be 100% of Executive’s Actual Base Salary for the applicable Bonus Year, established by but 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. The actual amount of the Annual Bonus shall will be based upon determined in the Company’s attainment discretion of the Performance Targets, as determined by the Board (or any authorized a committee thereof) depending on both Company and Executive performance. Each Annual Bonus, if any, shall be paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the requisite performance targets for the applicable Bonus Year have been achieved, but in no event later than March 15 following the end of the Board)such Bonus Year. Notwithstanding anything herein in this Section 2.2 to the contrary, with respect to each subsequent Fiscal Year that ends during the Termno Annual Bonus, commencing with Fiscal Year 2012if any, the sum of the Annual Base Salary nor any portion thereof, shall be earned and the target Annual Bonus (the “Target Total Compensation”) payable for any such Fiscal Bonus Year shall be no less than unless Executive remains continuously employed by the Target Total Compensation for Company from the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following Effective Date through the completion of the audited financials for the Fiscal Year to date on which such Annual Bonus relatesis paid; provided, but in any event within however, that if Executive ceases to be employed by the period required by Section 409ACompany (a) due to Executive’s resignation from employment for Good Reason, such that it qualifies (b) as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) result of the Department death or Disability of Treasury Regulations. Notwithstanding Executive or (c) as a result of the foregoing, except as set forth in Article V, no bonus shall be payable with respect to any Fiscal Year unless the termination of Executive remains continuously employed with by the Company during without Cause, in each case, after the period beginning end of a Bonus Year but prior to the date on the Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all which any applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for such Bonus Year is paid, Executive shall be entitled to the full amount of any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderAnnual Bonus.

Annual Bonus. With respect to each Fiscal Year that ends during During the Term, commencing with Fiscal Year 20122022, in lieu of Executive’s participation in the Company’s annual cash incentive bonus plan (the “Incentive Plan”), the Executive shall be eligible to receive an annual cash bonus award of performance-vesting restricted stock units with respect to Parent’s Class A common stock (the “Annual BonusPRSUs”). Such PRSU’s shall be granted under Parent’s 2020 Omnibus Incentive Plan as of the 15th day of a calendar month next occurring following the Committee’s approval of the terms of the Incentive Plan for such year, and shall be on substantially the following terms, together with such other terms as may be approved by the Committee: (i) based upon Company annual EBITDA and/or other financial The number of PRSUs to be granted to Executive each year shall be calculated by (A) multiplying Executive’s Target Bonus (as defined below) by the maximum payout approved by the Committee for such year under the Incentive Plan, and non-financial (B) dividing the resulting amount by the Average Share Price (as defined below). (ii) The vesting provisions of the PRSU shall reflect performance measures, weightings and targets that are substantially equivalent to those approved by the Committee for such year under the Incentive Plan, and the achievement of such performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined by the Committee in the same mannermanner as with the Incentive Plan for such year. (iii) The number of PRSUs that shall vest shall be determined by dividing the dollar value determined to have been earned under such vesting terms by the Average Share Price, and with any PRSUs not determined to have been so vested shall be forfeited. Such vested PRSUs shall be settled within sixty (60) days following such vesting determination by delivery of an equivalent number of shares of Parent’s Class A common stock. In the same adjustments, as Consolidated EBITDA (as defined in event the Credit Agreement, entered into as number of April 6, 2012, among PRSUs to be vested pursuant to such calculation is greater than the Companynumber of PRSUs granted, the Guarantors Company shall grant an additional number of vested RSUs to Executive equal to such shortfall. (as defined thereiniv) party theretoAs used herein, “Target Bonus” shall mean the Lenders (as defined therein), JPMorgan Chase Bank, N.A.annual target bonus opportunity approved by the Committee for the Executive for such year, and the other parties thereto“Average Share Price” shall mean the weighted-average closing price of Parent’s Class A common stock for the three-month period ended on the Friday preceding (A) the date of the Committee’s approval of the Incentive Plan terms (for the calculation of the number of PRSUs to be granted), or (B) the date of the Committee’s determination of the achievement under the Incentive Plan for the preceding year (for the calculation of the shares to be vested), as amended from time to time (the “Credit Agreementapplicable.”)), is determined for purposes of the Credit Agreement. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunder.

Annual Bonus. With respect to each Fiscal Year that ends during At the Termend of calendar year 2016, commencing with Fiscal Year 2012, the Executive Employee shall be eligible to receive an annual cash bonus in a target amount of $160,000, and at the end of calendar year 2017, a target amount of $170,000, or such higher amounts as determined in the sole discretion of the Chief Executive Officer. With regard to each such calendar year, at the sole election of the Chief Executive Officer, the Chief Executive Officer will propose to the Compensation Committee of the Board of Directors of the Company an executive incentive plan (“EIP”) that establishes the bases upon which bonus decisions for such Executive are to made for that year. Such bases may include, without limitation, the achievement of performance criteria/goals relating to Employee, the various Job Duties of Employee, and/or the performance of the Company as a whole, as such criteria and goals are determined each year in good faith by the Chief Executive Officer. In the event that the Compensation Committee approves an EIP proposed by the Chief Executive Officer, such EIP shall be the basis upon which any bonus is awarded to Employee for that year. If the Compensation Committee does not approve an EIP for any given year, or the Chief Executive Officer elects not to propose one, the bases for awarding a bonus to Employee for that year shall be governed by the bonus provisions of this Agreement that were in effect immediately prior to January 1, 2016. Bonuses, if earned, will be paid within a reasonable time after the finance department closes out the relevant year, and all bonuses will be paid after sales adjustments and bad debt are taken into consideration. In the event that Employee is not a Cumulus employee at the end of any given year, Employee will not be eligible for an annual bonus related to Employee’s last year of employment. To be eligible for an annual bonus, Employee must be employed by the Company for the duration of the annual period, as no pro rata bonuses are earned or paid.” 2. All capitalized terms used herein, unless given specific definitions in this First Amendment shall have the definition ascribed to such terms in the Agreement. 3. This First Amendment shall be effective as of January 1, 2016 (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance TargetsEffective Date”), 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, . Except as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Companyexpressly amended hereby, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., Agreement shall remain in full force and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company effect in accordance with the provisions for such approval under Section 162(m) its terms. This First Amendment may be executed in any number of the Code counterparts, each of which when taken together shall constitute one and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereundersame original instrument.

Annual Bonus. With respect to At the end of each Fiscal Year that ends calendar year during the TermEmployment Period, commencing (i) beginning with Fiscal Year 2012calendar year 2018, the Executive Employee shall be eligible to receive an annual cash bonus in a target amount of $300,000, and (ii) beginning with calendar year 2022, the annual bonus target amount shall increase to $480,000 (each a “Target Bonus”), or such higher amount as determined in the sole discretion of the Chief Executive Officer. With regard to each such calendar year, at the sole election of the Chief Executive Officer, the Chief Executive Officer will propose to the Compensation Committee of the Board of Directors of the Company an executive incentive plan (“EIP”) that establishes the bases upon which bonus decisions for such Employee are to be made for that year. Such bases may include, without limitation, the achievement of performance criteria/goals relating to Employee, the various Job Duties of Employee, and/or the performance of the Company as a whole, as such criteria and goals are determined each year in good faith by the Chief Executive Officer. In the event that the Compensation Committee approves an EIP proposed by the Chief Executive Officer, such EIP shall be the basis upon which any bonus is awarded to Employee for that year. If the Compensation Committee does not approve an EIP for any given year, or the Chief Executive Officer elects not to propose one, the bases for awarding a bonus to Employee for that year shall be governed by the bonus provisions of this Agreement that were in effect immediately prior to January 1, 2016. Bonuses, if earned, will be paid within a reasonable time after the finance department closes out the relevant year, and all bonuses will be paid after sales adjustments and bad debt are taken into consideration. In the event that Employee is not a Cumulus employee at the end of any given year, Employee will not be eligible for an annual bonus related to Employee’s last year of employment. No pro rata bonuses are earned on services rendered during the quarter that Employee’s employment with the Company is terminated.” 5. All capitalized terms used herein, unless given specific definitions in this Sixth Amendment shall have the definition ascribed to such terms in the Agreement. 6. This Sixth Amendment shall be effective as of July 1, 2021 (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance TargetsEffective Date”), 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, . Except as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Companyexpressly amended hereby, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., Agreement shall remain in full force and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company effect in accordance with the provisions for such approval under Section 162(m) its terms. This Sixth Amendment may be executed in any number of the Code counterparts, each of which when taken together shall constitute one and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereundersame original instrument.

Annual Bonus. With respect In addition to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012Annual Base Salary, the Executive shall be eligible to receive awarded, for each fiscal year of the Company during the Employment Period, an annual cash bonus (the “Annual Bonus”) based upon in cash at least equal to the greater of (a) the average (annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive has been employed by the Company annual EBITDA and/or other financial and non-financial performance targets or Cytyc for less than twelve full months) bonus (the “Performance TargetsAverage Annual Bonus”) paid or payable to the Executive by the Company and its affiliated companies or Cytyc, as applicable, in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, (b) the Annual Bonus paid for the fiscal year of the Company (if applicable, by Cytyc) immediately preceding the Effective Date, or (c) the maximum target bonus determined in accordance with the terms of the Company’s or Cytyc’s, as applicable, bonus plan for senior executives for the fiscal year immediately preceding the Effective Date (the “Target Bonus”), established by the Board; provided that if any . Each such Performance Target is based on Company annual EBITDA, EBITDA Annual Bonus shall be determined in paid no later than the same manner15th day of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded. In no event shall the calculation of the Annual Bonus, Average Annual Bonus and with the same adjustments, as Consolidated EBITDA Special Bonus (as defined in Section 4(b)(iv)) include: any bonuses deferred by the Credit AgreementCompany , entered into as of April 6applicable, 2012, among the Company, the Guarantors or retention bonus or severance benefits provided under a Retention Agreement (as defined thereinbelow) party thereto, between the Lenders (as defined therein), JPMorgan Chase Bank, N.A., Executive and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum any portion of the Annual Base Salary and the target or Annual Bonus electively deferred by the Executive pursuant to a qualified or a non-qualified plan including, but not limited to, the Hologic, Inc. Supplemental Executive Retirement Plan (the “Target Total CompensationSERP”) for any such Fiscal Year shall be no less than included in determining the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensationthe Average Annual Bonus. Each such If the fiscal year of any successor to this Agreement, as described by Section 11(c) herein, is different than the Company’s fiscal year at the time of the Change of Control, then the Executive shall be paid (i) the Annual Bonus shall be payable within thirty that would have been paid upon the end of Company’s fiscal year ending after the Change of Control, and (30ii) 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 “shortpro-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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the rata Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by months of service performed following the stockholders end of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by fiscal year, but prior to the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) first day of the Code successor’s fiscal year immediately following the Change of Control. The Annual Bonuses thereafter shall be based on the successor’s first full fiscal year beginning after the Change of Control and the regulations promulgated thereundersuccessive fiscal years thereafter.

Annual Bonus. With respect to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period required by Section 409A, such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(41.409A-l(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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunder.

Annual Bonus. With respect to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the The Executive shall be eligible to receive an annual earn a cash bonus payment each fiscal year under this Agreement the (the “Annual BonusBonus Payment”) ). The Annual Bonus Payment shall be calculated based upon Company annual EBITDA and/or other achievement of a target financial and non-financial performance targets (the “Performance Targets”), established objective set by the Board; provided that if any such Performance Target ’s Compensation Committee upon the Effective Date of this Agreement for the first fiscal year during which this Agreement is based on Company annual EBITDA, EBITDA shall be determined in the same manner, performable 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 thereafter within three months of the Credit Agreementbeginning of each fiscal year thereafter. The amount of the Such Annual Bonus Payment shall be based upon the Company’s attainment target financial objective for the Company as compared to EBITDA for the prior fiscal year. If the Board subsequently determines the financial statements of the Performance TargetsCompany must be materially restated for any fiscal year involved in the determination of the Annual Bonus Payment, the Executive may be required to repay any portion of the Annual Bonus Payment in excess of what Executive’s Annual Bonus Payment would be under the restated financial statements. Conversely, if Executive would be entitled to a larger Annual Bonus Payment under the restated financial statements, the Company shall pay to Executive the difference between what the Executive has previously been paid and what the Executive would have earned under the restated financial statements. For purposes of the determination of the Annual Bonus Payment, EBITDA shall be defined as determined follows: The net income (loss) of the Company plus interest expense-net, income taxes, depreciation and amortization (including amortization of purchased receivables). The determination of EBITDA, for purposes of the Annual Bonus Payment, shall be made by the Board in accordance with generally accepted accounting principles in effect in the United States, applied on a consistent basis (“GAAP”). EBITDA shall be adjusted for the following purposes: (A) to exclude net gains and losses on the disposal of assets and other non-operating income or any authorized committee expense items; (B) to exclude EBITDA generated from acquisitions of new businesses or companies during the year (an acquisition of a new office would not be deemed to be a material acquisition); (C) to exclude capitalized costs that would otherwise be expenses of the period; and (D) for other items in the discretion of the Board). Notwithstanding anything herein , provided, however that as to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012Executive Officers, the sum Board may not exercise discretion to increase EBITDA for purposes of the Annual Base Salary and the target Bonus Payment. The Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall Payment, if earned, will be paid in cash no less later than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) 30 days following after the completion of the audited financials for annual audit of the Fiscal Year Company’s consolidated financial statements, unless the Executive shall elect to which defer the receipt of such Annual Bonus relatesPayment pursuant to an arrangement which meets the requirements of Section 409A. In any event, but in any event within the period required by for purposes of 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year Payment will not be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved considered earned by the stockholders Executive until the completion of the Company in accordance with the provisions for such approval under Section 162(m) annual audit of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective consolidated financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderstatements.

Annual Bonus. With respect In addition to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012Annual Base Salary, the Executive shall be eligible to receive awarded, for each fiscal year of the Company during the Employment Period, an annual cash bonus (the “Annual Bonus”) based upon in cash at least equal to the greater of (a) the average (annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive has been employed by the Company annual EBITDA and/or other financial and non-financial performance targets or Cytyc for less than twelve full months) bonus (the “Performance TargetsAverage Annual Bonus”) paid or payable to the Executive by the Company and its affiliated companies or Cytyc, as applicable, in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, (b) the Annual Bonus paid for the fiscal year of the Company (if applicable, by Cytyc) immediately preceding the Effective Date, or (c) the maximum target bonus determined in accordance with the terms of the Company’s or Cytyc’s, as applicable, bonus plan for senior executives for the fiscal year immediately preceding the Effective Date (the “Target Bonus”), established by the Board; provided that if any . Each such Performance Target is based on Company annual EBITDA, EBITDA Annual Bonus shall be determined in paid no later than the same manner15th day of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded. In no event shall the calculation of the Annual Bonus, Average Annual Bonus and with the same adjustments, as Consolidated EBITDA Special Bonus (as defined in the Credit Agreement, entered into as of April 6, 2012, among Section 4(b)(iv)) include: any bonuses deferred by the Company, the Guarantors as applicable, or retention bonus or severance benefits provided under a Retention Agreement (as defined thereinbelow) party thereto, between the Lenders (as defined therein), JPMorgan Chase Bank, N.A., Executive and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum any portion of the Annual Base Salary and the target or Annual Bonus electively deferred by the Executive pursuant to a qualified or a non-qualified plan including, but not limited to, the Hologic, Inc. Supplemental Executive Retirement Plan (the “Target Total CompensationSERP”) for any such Fiscal Year shall be no less than included in determining the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensationthe Average Annual Bonus. Each such If the fiscal year of any successor to this Agreement, as described by Section 11(c) herein, is different than the Company’s fiscal year at the time of the Change of Control, then the Executive shall be paid (i) the Annual Bonus shall be payable within thirty that would have been paid upon the end of Company’s fiscal year ending after the Change of Control, and (30ii) 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 “shortpro-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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the rata Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by months of service performed following the stockholders end of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by fiscal year, but prior to the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) first day of the Code successor’s fiscal year immediately following the Change of Control. The Annual Bonuses thereafter shall be based on the successor’s first full fiscal year beginning after the Change of Control and the regulations promulgated thereundersuccessive fiscal years thereafter.

Annual Bonus. With respect to For each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the Executive shall be Transferred Employee who is eligible to receive for an annual cash bonus under any annual cash performance and incentive plans sponsored by Seller (each, a “Seller Incentive Plan”) for the 2017 calendar year (the “Annual BonusBonus Year”), Seller shall calculate all accrued but unpaid Liabilities payable to such Transferred Employees under the applicable Seller Incentive Plan as of the Transition Date (and, for the avoidance of doubt, pro-rated based on the relative portion of the applicable performance period that has elapsed through the Transition Date) (such amount, the “Transition Date Bonus Amount”) based upon Company annual EBITDA and/or other financial and non-financial performance targets provide Purchaser a schedule of the Transition Date Bonus Amount and the amount payable to each such Transferred Employee (the “Performance TargetsTransition Date Bonus Amount Schedule”), 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. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within Within thirty (30) days following the completion of Closing Date, Seller shall make a cash payment to Purchaser in an amount equal to the audited financials Transition Date Bonus Amount (such date, the “Transition Date Bonus Amount Transfer Date”). Purchaser or its Affiliates shall be responsible 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) payment of the Department of Treasury Regulations. Notwithstanding the foregoing, except as set forth in Article V, no bonus shall be payable amounts with respect to any Fiscal Transferred Employees for the Bonus Year unless and, (i) shall pay the Executive remains continuously employed with Transition Date Bonus Amount to the Company during the period beginning on the Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company Transferred Employees in accordance with and in the provisions amounts set forth on the Transition Date Bonus Amount Schedule and (ii) for the avoidance of doubt, shall pay any such Transferred Employee who is otherwise entitled to a bonus under the applicable Purchaser (or Purchaser Affiliate) annual bonus plan an annual bonus in respect of the Bonus Year, pro-rated based on the relative portion of the applicable performance period that has elapsed after the Transition Date, provided such Transferred Employee remains eligible for such approval under Section 162(m) annual bonus on such terms as would apply to similarly situated employees of the Code and Purchaser or its Affiliates. Purchaser or its Affiliates may pay the regulations promulgated thereunderTransition Date Bonus Amounts to Transferred Employees when Purchaser or its Affiliates pay annual bonuses for 2017 to similarly situated employees in the normal course of business; provided, and however, that if any Transferred Employee terminates employment with Purchaser or its Affiliate prior to the date such annual bonuses would be paid in the normal course of business, Purchaser or its Affiliate will pay such individual the bonus amount specified on the basis of Transition Date Bonus Amount Schedule in the Executiveindividual’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderfinal paycheck. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Annual Bonus. With respect to each (i) For the 2014 Fiscal Year that ends during the TermYear, commencing with Fiscal Year 2012, the Executive Buyko shall be eligible to receive an annual cash bonus of between 50% and 150% of his Base Salary based upon the achievement of the Company’s EBITDA targets for the 2014 Fiscal Year as established by the Board. More particularly, (i) 50% of Buyko’s 2014 Base Salary will be awarded to Buyko as a bonus if the Company’s 2014 EBITDA is equal to the minimum 2014 EBITDA target established by the Board (the “Threshold EBITDA”); (ii) 100% of Buyko’s Base Salary will be awarded as a bonus if the Company’s 2014 EBITDA is equal to the 2014 EBITDA Target established by the Board (the “ EBITDA Target” or the “2014 Target Bonus”); and (iii) 150% of Buyko’s Base Salary will be awarded to Buyko as a bonus if the Company’s 2014 EBITDA is equal to or greater than the maximum 2014 EBITDA Target established by the Board (the “Maximum EBITDA”). Buyko’s 2014 bonus shall be determined by linear interpolation if the Company’s 2014 EBITDA is between the Threshold EBITDA and the EBITDA Target or between the EBITDA Target and the Maximum EBITDA, as the case may be. No annual bonus will be paid if the Company’s 2014 EBITDA is below the Threshold EBITDA for the 2014 Fiscal Year. The EBITDA Target shall be subject to equitable redetermination by the Board in the event of any divestiture, acquisition or other extraordinary event and to such modification, as may be appropriate, to reflect various types of accounting adjustments that historically and otherwise have been or are approved by the Compensation Committee. (ii) Beginning with Fiscal Year 2015 and for each Fiscal Year thereafter, during the term of Buyko’s employment hereunder, Buyko shall be eligible to earn an annual performance bonus (the “Annual Performance Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The target amount of the Annual Bonus shall such annual bonus (if any) will be based upon the Company100% percent of Buyko’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and for the target Annual Bonus applicable fiscal year (the “Target Total CompensationBonus”). The minimum amount of such annual bonus will be 50% percent of Buyko’s Base Salary for the applicable fiscal year (the “Minimum Bonus”) for any and the maximum amount of such Fiscal Year shall annual bonus will be no less than the Target Total Compensation 150% percent of Buyko’s Base Salary for the immediately preceding Fiscal Yearapplicable fiscal year (the “Maximum Bonus”). See Exhibit A for actual historical Annual Base Salary, target Annual Bonus The terms and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion conditions of the audited financials for the Fiscal Year to which such Annual Performance 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 will be as set forth in Article Vthe Company’s applicable performance bonus plan, no bonus shall be payable with respect to any Fiscal Year unless the Executive remains continuously employed with as the Company during the period beginning on the Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject may adopt from time to Section 162(mtime. (iii) of 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 Any annual bonus payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders this Section 3(c) shall be paid on or prior to March 15 of the Company in accordance with year following the provisions for year such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderbonus is earned.

Annual Bonus. With respect to each Fiscal Year that ends during For the Term, commencing with Fiscal Year 2012Company's 2005 fiscal year, the Executive shall be eligible for a target performance bonus of 50% of his base salary earned from the Effective Date through October 31, 2005 (the "2005 Bonus"). The actual amount of the 2005 Bonus paid shall be determined by the Company in its sole discretion but shall be at least $62,500. Commencing with the annual period November 1, 2005 through October 31, 2006 (the "Annual Period" and where the Annual Period shall represent the Company's fiscal year) and for each Annual Period (or portion thereof, it being understood that with respect to any partial Annual Period hereunder the Annual Bonus shall be pro-rated based on the number of days in such Annual Period that Executive was an employee of the Company) thereafter during his Employment, Executive will be eligible to receive an annual cash a discretionary bonus (the “"Annual Bonus”"). The target Annual Bonus for each Annual Period shall be 50% of Executive's Base Salary (with such Base Salary determined as of the end of the applicable performance period) based upon unless such target bonus percentage is subsequently increased by the Company. Based on the evaluation by the Company annual EBITDA and/or other financial in its sole and non-financial performance targets (absolute discretion that the “Performance Targets”), Executive achieved some or all of the goals established by the Board; provided that if any Company in its sole and absolute discretion (the "Established Goals") for 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 CompanyAnnual Period, the Guarantors (as defined therein) party thereto, Company shall determine in its sole and absolute discretion 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. The amount of the Annual Bonus shall that will be based upon paid to Executive, provided, however, Executive will be given the Company’s attainment opportunity to provide to the CEO his own evaluation of the Performance Targets, as determined by the Board (or any authorized committee achievement of the Board)such Established Goals. Notwithstanding anything herein to the contrary, Executive may also provide his own input with respect to each subsequent Fiscal Year that ends during what objectives should constitute the Term, commencing with Fiscal Year 2012, Established Goals but the sum actual determination of the Annual Base Salary Established Goals shall be decided by the Company in its sole and absolute discretion, Notwithstanding the target foregoing, for fiscal year 2006, Executive shall receive a minimum Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Yearof at least $62,500. See Exhibit A for actual historical Annual Base Salary, target Annual The 2005 Bonus and Target Total Compensation. Each such any subsequent year's Annual Bonus shall be payable paid to Executive within thirty ninety (3090) days following after the completion end of the audited financials for the Fiscal Year Annual Period and is subject to which such Annual Bonus relates, but in any event within the period required by Section 409A, such that it qualifies as Executive being 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 Company employee and on working status with the Company during the period beginning on the Effective Date and ending on through the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderPeriod.

Annual Bonus. With respect In addition to Annual Base Salary, for each Fiscal Year fiscal year of the Company that ends begins during the Term, commencing with Fiscal Year 2012, Employment Period (a “Bonus Award Year”) the Executive shall be eligible to receive awarded an annual cash bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among under the Company’s Executive Bonus Plan in cash in such amount as the Board determines in its sole discretion; provided, that for any Company fiscal year ending on or after the Guarantors (as defined therein) party theretoeffective date of a Change in Control, 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. The amount of the Annual Bonus shall be based upon at least equal to the Executive’s average annual cash bonus for the last three full 12-month fiscal years ending prior to the Change in Control (or such lesser number of full fiscal years as the Executive has completed with the Company’s attainment of , and annualized in the Performance Targets, as determined event that the Executive was not employed by the Board (or Company for the whole of any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus such full 12-month Company fiscal year) (the “Target Total CompensationAverage Annual Bonus”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation). Each such Annual Bonus shall be payable within thirty (30) days paid to the Executive on such date as the Compensation Committee determines but not later than the 15th day of the third month of the calendar year immediately following the completion Bonus Award Year in which the Annual Bonus is earned, unless the Executive shall elect to defer the receipt 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 a non-qualified deferred compensation plan maintained by the Company that complies with the requirements of Code Section 1.409A-1(b)(4) of the Department of Treasury Regulations. Notwithstanding the foregoing, except as set forth in Article V, no bonus 409A. The Executive shall not be payable with respect entitled to any Fiscal Annual Bonus for a Bonus Award Year unless the Executive remains continuously employed with by the Company during through the period beginning on earlier of the Effective Date and ending on date the Annual Bonus is paid with respect to such Bonus Award Year or the last day of such Fiscal Year. To the extent Bonus Award Year in question; provided, that for the Bonus Award Year commencing January 1, 2025, notwithstanding any provision in the Executive Bonus Plan or this Agreement to the contrary, the Executive need only remain employed by the Company becomes subject through January 1, 2025 to Section 162(m) be eligible for payment of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the an Annual Bonus for such year, but any applicable fiscal year will such Annual Bonus for 2025 shall be payable pursuant to computed on a “qualified performancedaily pro-rated basis, based compensation” bonus plan that has been approved by upon the stockholders number of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis days of the Executive’s or employment with the CompanyCompany (excluding for clarity continuing service as a director of the Company (including as Chairman of the Board) after termination of the Executive’s attainment of objective financial or other operating criteria established by employment) during such year. For clarity, any such pro-rated Annual Bonus shall be paid on such date as the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) determines, but not later than the 15th day of the Code and third month of the regulations promulgated thereunder.calendar year immediately following the Bonus Award Year in which the Annual Bonus is earned. ​

Annual Bonus. With respect to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the Executive shall be eligible to receive an annual cash bonus (i) The Board’s compensation committee (the “Annual Compensation Committee”) shall review Executive’s performance at least annually following each calendar year of the Employment Period and cause the Company to award Executive such bonus (“Bonus”) based upon as the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company annual EBITDA and/or other financial and non-financial performance targets (as an incentive for continued service to the “Performance Targets”Company. Subject to the following sentence of this Section 5(b)(i), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA amount of Executive’s Bonus shall be determined in the same mannersole and absolute discretion of the Compensation Committee and shall depend on, and with among other things, the same adjustmentsCompany’s achievement of certain performance levels established from time to time by the Compensation Committee (such performance levels, as Consolidated EBITDA from time to time established by the Compensation Committee, the “Performance Levels”), which may (in the sole and absolute discretion of the Compensation Committee) include, without limitation, growth of earnings, funds from operations per share of Company stock, earnings per share of Company stock and Executive’s performance and contribution to increasing the funds from operations. It is anticipated that the Performance Levels will be set for each calendar year of the Employment Period so that Executive can reasonably be expected to earn a Bonus for such calendar year in an amount equal to 100% of the Base Salary for such calendar year (the “Bonus Target”), provided that the Company shall pay to Executive an annual Bonus for 2014 of no less than $850,000 reduced pro rata based on the portion of 2014 during which Executive was not employed by the Company. Any Bonus payable to Executive as contemplated by this Section 5(b) shall be payable fifty percent (50%) in cash and fifty percent (50%) in shares of the Company’s restricted stock, with such shares to be valued for such purposes at a price per share equal to the Market Value (as defined in the Credit Agreement, entered into as Exhibit A attached hereto) 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 a share of the Credit Agreement. The amount of the Annual Bonus shall be based upon the Company’s attainment common stock determined as of the Performance Targets, as date on which the amount of such Bonus is determined by the Board Compensation Committee (or any authorized committee such date, the “Bonus Grant Date”) and which shares shall vest in equal portions on the first, second and third year anniversaries of the Board)Bonus Grant Date, subject to Executive then being employed by the Company hereunder or to such other conditions as may apply hereunder. The restricted stock portion of the Bonus is referred to in this Agreement as the “Bonus Award Restricted Stock.” Each award of Bonus Award Restricted Stock shall be subject to an equity compensation plan of the Company and shall be subject to Executive’s execution of a standard Company restricted stock agreement consistent with the terms of this subsection. The Company shall pay the cash portion of any Bonus to Executive on or before March 15th of the calendar year following the calendar year to which such Bonus relates. (ii) Notwithstanding anything contained herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year hereunder 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 Executive with respect to any Fiscal Year calendar year unless the Executive remains continuously is employed with hereunder by the Company during the period beginning on the Effective Date and ending on as of the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereundercalendar year.

Annual Bonus. With respect to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunder.

Annual Bonus. With respect to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the (a) Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (for each full calendar year beginning on the “Performance Targets”), established by the Board; provided Effective Date that if any such Performance Target he 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. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Term (each such calendar year, a “Bonus Year”) in which the Effective Date Company achieves certain targets as set forth by the Compensation Committee, and ending on the last day amount of such Fiscal bonus shall have a target range of 25% to 50% of Executive’s Base Salary for the applicable Bonus Year. To ; provided that, for the extent that the Company becomes subject avoidance of doubt, Executive shall not be entitled to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the an Annual Bonus for any applicable fiscal year 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 is terminated by the Company for Cause prior to the date of payment of such Annual Bonus. The Annual Bonus will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders paid between January 1 and March 15 of the Company in accordance with calendar year immediately following the provisions for such approval under Section 162(m) of Bonus Year (the Code and the regulations promulgated thereunder“Payment Date”); provided, and on the basis of the Executive’s or however, that if the Company’s attainment accountants have not delivered the audited financial statements for such Bonus Year prior to the Payment Date, the Company may delay the Payment Date until the earlier to occur of objective (i) three (3) days following the Company’s receipt of such Bonus Year’s audited financial statements and (ii) June 30 of the calendar year immediately following the Bonus Year. Notwithstanding the foregoing, the Company shall use its best efforts to ensure delivery of its audited financial statements for each Bonus Year on or other operating criteria established by before March 15 of the following calendar year. Each Bonus Year during the Term, the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) will review the structure of the Code targets provided by it for the preceding Bonus Year and establish the regulations promulgated thereundertargets for the Bonus Year as it deems appropriate. (b) In addition to the Annual Bonus, Executive shall be eligible for additional incentive bonus compensation in the sole discretion of the Board, sitting without Executive (the “Discretionary Bonus” and together with the Annual Bonus, the “Bonuses”). The frequency, amount, and payment terms of any Discretionary Bonus shall be left to the exclusive discretion of the Board (sitting without Executive).

Annual Bonus. With respect to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the (a) Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”)for each full calendar year beginning on or after January 1, established by the Board; provided 2010 that if any such Performance Target he 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. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Term (each such calendar year, a “Bonus Year”) in which the Effective Date Company achieves certain targets as set forth by the Compensation Committee, and ending on the last day amount of such Fiscal bonus shall have a target range of 75% to 100% of Executive’s Base Salary for the applicable Bonus Year. To ; provided that, for the extent that the Company becomes subject avoidance of doubt, Executive shall not be entitled to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the an Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by Bonus Year, unless the stockholders of Compensation Committee determines otherwise, in which the Company in accordance with the provisions for does not achieve such approval under Section 162(m) of the Code and the regulations promulgated thereundertargets, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established as determined by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) provided, further, that Executive shall not be entitled to any Annual Bonus if Executive is terminated by the Company for Cause prior to the date of payment of such Annual Bonus. The Annual Bonus will be paid between January 1 and March 15 of the Code calendar year immediately following the Bonus Year (the “Payment Date”); provided, however, that if the Company’s accountants have not delivered the audited financial statements for such Bonus Year prior to the Payment Date, the Company may delay the Payment Date until the earlier to occur of (i) three (3) days following the Company’s receipt of such Bonus Year’s audited financial statements and (ii) June 30 of the regulations promulgated thereundercalendar year immediately following the Bonus Year. Notwithstanding the foregoing, the Company shall use its best efforts to ensure delivery of its audited financial statements for each Bonus Year on or before March 15 of the following calendar year. Each Bonus Year during the Term, the Compensation Committee will review the structure of the targets provided by it for the preceding Bonus Year and establish the targets for the Bonus Year as it deems appropriate. (b) In addition to the Annual Bonus, Executive shall be eligible to additional incentive bonus compensation in the sole discretion of the Board, sitting without Executive (the “Discretionary Bonus” and together with the Annual Bonus, the “Bonuses”). The frequency, amount, and payment terms of any Discretionary Bonus shall be left to the exclusive discretion of the Board (sitting without Executive).

Annual Bonus. With respect to For each Fiscal Year year that ends Executive is employed with the Company hereunder during the TermTerm (each such year, commencing with Fiscal Year 2012a “Bonus Year”), the Executive shall be eligible to receive an annual cash bonus award (the each, an “Annual Bonus”) based upon Company annual EBITDA and/or under the Parent’s short-term incentive plan (as may be in effect from time to time, the “STIP”), subject to and conditioned on the Parent’s overall performance and financial results together with any other financial terms and non-financial performance targets conditions of the STIP that may be established by the Board or the Compensation Committee of the Board (the “Compensation Committee”) for that Bonus Year (generally and collectively, the “STI Performance TargetsPlan”), . Unless otherwise established by the Board; provided that if any such Performance Target is based on Company annual EBITDABoard or the Compensation Committee, EBITDA the incentive opportunity available to Executive 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.based on, and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the each Annual Bonus shall be based upon the Company’s attainment have, a target value of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual 100% (“STI Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period required by Section 409A, such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4Target”) of the Department annualized rate of Treasury RegulationsExecutive’s Effective Base Salary as of the last day of the applicable Bonus Year. Notwithstanding the foregoing, except as set forth in Article V(i) unless the Compensation Committee determines otherwise, no bonus Executive shall not be payable with respect entitled to any Fiscal Year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending on the last day payment of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the an Annual Bonus for any Bonus Year in which the Parent does not achieve the vesting requirements and other conditions set forth in the applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunderSTI Performance Plan, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established as determined by the Compensation Committee in its sole good faith discretion; (ii) the actual amount of each Annual Bonus, if any, paid to Executive is subject to determination in the sole discretion of the Compensation Committee; (iii) Executive shall not be entitled to any Annual Bonus if Executive’s employment under this Agreement is terminated by the Company for Cause prior to the date of payment of such Annual Bonus; and, (iv) subject to the exceptions set forth herein, Executive shall not be entitled to any Annual Bonus for any Bonus Year if Executive is not employed by the Company on the date the Compensation Committee approves payment of such Annual Bonus. It is expected but not guaranteed that payment of the Annual Bonus, if any, will be approved in connection with the finalization of the Parent’s annual financial statements for the Bonus Year to which it relates and paid as promptly as practicable following such approval but in accordance with Section 162(mno event later than December 31 of the year following the applicable Bonus Year. The Compensation Committee may, in its sole discretion, determine that up to 50% of the value of any Annual Bonus shall be paid in stock of the Parent and the remainder of such Annual Bonus be paid in cash. For each Bonus Year during the Term, the Compensation Committee will review the STIP and establish the structure, terms and conditions (including performance objectives, metrics, goals and incentive opportunities) of the Code STI Performance Plan and the regulations promulgated thereundertarget value of the incentive opportunity (“Effective STI Bonus Target”) provided to Executive for the Bonus Year as it deems appropriate.

Annual Bonus. With respect to For each Fiscal Year year that ends Executive is employed with the Company hereunder during the TermTerm (each such year, commencing with Fiscal Year 2012a “Bonus Year”), the Executive shall be eligible to receive an annual cash bonus award (the each, an “Annual Bonus”) based upon Company annual EBITDA and/or under the Parent’s short-term incentive plan (as may be in effect from time to time, the “STIP”), subject to and conditioned on the Parent’s overall performance and financial results together with any other financial terms and non-financial performance targets conditions of the STIP that may be established by the Board or the Compensation Committee of the Board (the “Compensation Committee”) for that Bonus Year (generally and collectively, the “STI Performance TargetsPlan”), . Unless otherwise established by the Board; provided that if any such Performance Target is based on Company annual EBITDABoard or the Compensation Committee, EBITDA the incentive opportunity available to Executive 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.based on, and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the each Annual Bonus shall be based upon the Company’s attainment have, a target value of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual 75% (“STI Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period required by Section 409A, such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4Target”) of the Department annualized rate of Treasury RegulationsExecutive’s Effective Base Salary as of the last day of the applicable Bonus Year. Notwithstanding the foregoing, except as set forth in Article V(i) unless the Compensation Committee determines otherwise, no bonus Executive shall not be payable with respect entitled to any Fiscal Year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending on the last day payment of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the an Annual Bonus for any Bonus Year in which the Parent does not achieve the vesting requirements and other conditions set forth in the applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunderSTI Performance Plan, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established as determined by the Compensation Committee in its sole good faith discretion; (ii) the actual amount of each Annual Bonus, if any, paid to Executive is subject to determination in the sole discretion of the Compensation Committee; (iii) Executive shall not be entitled to any Annual Bonus if Executive’s employment under this Agreement is terminated by the Company for Cause prior to the date of payment of such Annual Bonus; and, (iv) subject to the exceptions set forth herein, Executive shall not be entitled to any Annual Bonus for any Bonus Year if Executive is not employed by the Company on the date the Compensation Committee approves payment of such Annual Bonus. It is expected but not guaranteed that payment of the Annual Bonus, if any, will be approved in connection with the finalization of the Parent’s annual financial statements for the Bonus Year to which it relates and paid as promptly as practicable following such approval but in accordance with Section 162(mno event later than December 31 of the year following the applicable Bonus Year. The Compensation Committee may, in its sole discretion, determine that up to 50% of the value of any Annual Bonus shall be paid in stock of the Parent and the remainder of such Annual Bonus be paid in cash. For each Bonus Year during the Term, the Compensation Committee will review the STIP and establish the structure, terms and conditions (including performance objectives, metrics, goals and incentive opportunities) of the Code STI Performance Plan and the regulations promulgated thereundertarget value of the incentive opportunity (“Effective STI Bonus Target”) provided to Executive for the Bonus Year as it deems appropriate.

Annual Bonus. With respect In addition to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012Annual Base Salary, the Executive shall be eligible to receive awarded, for each fiscal year during the Employment Period, an annual cash bonus (the "Annual Bonus"; which shall include, without limitation, any other annual cash bonus plan or program provided to Executive such as, Short Term Incentive Plan or any other similar plan) in cash at least equal to the greater of (a) the average (annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive has been employed by the Company for less than twelve full months) bonus (the "Average Annual Bonus") paid or that has been earned and accrued, but unpaid to the Executive by the Company and its affiliated companies in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, (b) the Annual Bonus paid for the fiscal year immediately preceding the Effective Date, or (c) the maximum target bonus if the Company achieves target as determined in accordance with the terms of the Company’s bonus plans for senior executives for the fiscal year immediately preceding the Effective Date (the “Target Bonus”; the greater of clauses (a), (b) or (c) to be referred to as the “Highest Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (shall not be reduced for the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes application of the Credit AgreementCompensation Committee’s discretion to reduce such bonus or bonus funding, or increased to reflect additional amounts that may be paid or payable if the Company exceeds target. The amount of the Each such Annual Bonus shall be based upon paid no later than the 15th day 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 pursuant to any nonqualified plan of the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum any portion of the Annual Base Salary and the target or Annual Bonus electively deferred by the Executive pursuant to a qualified or a non-qualified plan including, but not limited to, the Hologic, Inc. Deferred Compensation Plan or any successor thereto (the “Target Total CompensationDCP”) for any such Fiscal Year shall be no less than included in determining the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensationthe Average Annual Bonus. Each such If the fiscal year of any successor to this Agreement, as described by Section 11(c) herein, is different than the Company’s fiscal year at the time of the Change of Control, then the Executive shall be paid (i) the Annual Bonus shall be payable within thirty that would have been paid upon the end of Company’s fiscal year ending after the Change of Control, and (30ii) 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 “shortpro-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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the rata Annual Bonus for any applicable months of service performed following the end of the Company’s fiscal year, but prior to the first day of the successor’s fiscal year will immediately following the Change of Control. The Annual Bonuses thereafter shall be payable pursuant based on the successor’s first full fiscal year beginning after the Change of Control and successive fiscal years thereafter. “Pro Rata Bonus" shall mean an amount equal to a “qualified performance-based compensation” bonus plan the Bonus Amount (average of the Annual Bonuses paid or that has been approved earned and accrued, but unpaid during the three full fiscal years ended prior to the Date of Termination) multiplied by a fraction the stockholders numerator of which is the Company number of months worked in accordance with the provisions for such approval under Section 162(m) fiscal year through the Date of the Code Termination and the regulations promulgated thereunder, and on denominator of which is 12. Any partial months shall be rounded to the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereundernearest whole number using normal mathematical convention.

Annual Bonus. With During the Term, the Executive will participate in an annual performance-based bonus plan established by the Company (the “Bonus Plan”) which shall provide for the payment to the Executive of an annual bonus (the “Bonus”) at a target level of 50% of his Base Salary (“Target Level”). The Bonus shall be payable at such time as bonuses are paid to other senior executive officers who participate in the Bonus Plan. Notwithstanding the foregoing, with respect to each Fiscal Year of the Company’s fiscal years that ends during the Term, commencing the amount of the Executive’s Bonus shall be determined as follows: (i) If the Company’s EBITDA (after giving effect to the payment of all bonuses payable pursuant to the Bonus Plan or otherwise with Fiscal Year 2012respect to such fiscal year) (“Adjusted EBITDA”) during such fiscal year is less than 90% of its budgeted EBITDA (as approved by the Board, “Budgeted EBITDA”) with respect to such fiscal year, the Executive shall be eligible not receive any Bonus with respect to receive an annual cash bonus such fiscal year; (the “Annual Bonus”ii) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the Annual Bonus shall be based upon If the Company’s attainment Adjusted EBITDA during such fiscal year is at least 90%, but not greater than 100%, of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, its Budgeted EBITDA with respect to each subsequent Fiscal Year that ends such fiscal year, the Executive shall receive a Bonus in an amount equal to between 0% and 100% of the Target Level Bonus, determined by means of linear interpolation (with a Bonus equal to 0% of the Target Level Bonus payable if the Company’s Adjusted EBITDA during such fiscal year is equal to 90% of its Budgeted EBITDA and a Bonus equal to 100% of the TermTarget Level Bonus payable if the Company’s Adjusted EBITDA during such fiscal year is equal to 100% of its Budgeted EBITDA); or (iii) If the Company’s Adjusted EBITDA during such fiscal year is greater than 100% of its Budgeted EBITDA with respect to such fiscal year, commencing with Fiscal Year 2012, the Executive shall receive a Bonus in an amount equal to the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”A) for any such Fiscal Year shall be no less than 100% of the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Level Bonus and Target Total Compensation. Each (B) the product of (x) the number of whole percentage points by which the Company’s Adjusted EBITDA during such Annual Bonus shall be payable within thirty (30) days following the completion fiscal year is greater than 100% 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 its Budgeted EBITDA with respect to any Fiscal Year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date such fiscal year and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject (y) an amount equal to Section 162(m) 10% of 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 “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderTarget Level Bonus.

Annual Bonus. With respect to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012Beginning in 2018, the Executive shall be eligible to receive an annual earn a cash bonus payment each fiscal year under this Agreement the (the “Annual BonusBonus Payment”) ). The Annual Bonus Payment shall be calculated based upon Company annual EBITDA and/or other achievement of a target financial and non-financial performance targets (the “Performance Targets”), established objective set 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 ’s Compensation Committee within three months of the Credit Agreementbeginning of each fiscal year thereafter. The amount of the Such Annual Bonus Payment shall be based upon the Company’s attainment target financial objective for the Company as compared to EBITDA for the prior fiscal year. 3.2.2.1 If the Board subsequently determines the financial statements of the Performance TargetsCompany must be materially restated for any fiscal year involved in the determination of the Annual Bonus Payment, the Executive may be required to repay any portion of the Annual Bonus Payment in excess of what Executive’s Annual Bonus Payment would be under the restated financial statements. Conversely, if Executive would be entitled to a larger Annual Bonus Payment under the restated financial statements, the Company shall pay to Executive the difference between what the Executive has previously been paid and what the Executive would have earned under the restated financial statements. 3.2.2.2 For purposes of the determination of the Annual Bonus Payment, EBITDA shall be defined as determined follows: The net income (loss) of the Company plus interest expense-net, income taxes, depreciation and amortization (including amortization of purchased receivables). The determination of EBITDA, for purposes of the Annual Bonus Payment, shall be made by the Board in accordance with generally accepted accounting principles in effect in the United States, applied on a consistent basis (“GAAP”). EBITDA shall be adjusted for the following purposes: (a) to exclude net gains and losses on the disposal of assets and other non-operating income or any authorized committee expense items; (b) to exclude EBITDA generated from acquisitions of new businesses or companies during the year (an acquisition of a new office would not be deemed to be a material acquisition); (c) to exclude capitalized costs that would otherwise be expenses of the period; and (d) for other items in the discretion of the Board). Notwithstanding anything herein , provided, however that as to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012Executive Officers, the sum Board may not exercise discretion to increase EBITDA for purposes of the Annual Base Salary and the target Bonus Payment. 3.2.2.3 The Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall Payment, if earned, will be paid in cash no less later than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) 30 days following after the completion of the audited financials for annual audit of the Fiscal Year Company’s consolidated financial statements, unless the Executive shall elect to which defer the receipt of such Annual Bonus relatesPayment pursuant to an arrangement which meets the requirements of Section 409A. In any event, but in any event within the period required by for purposes of 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year Payment will not be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved considered earned by the stockholders Executive until the completion of the Company in accordance with the provisions for such approval under Section 162(m) annual audit of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective consolidated financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderstatements.

Annual Bonus. With respect to For fiscal year 2009 (ending January 30, 2010) and for each Fiscal Year other fiscal year that ends begins during the TermEmployment Period (each such fiscal year, commencing with Fiscal Year 2012a “Bonus Year”), the Executive shall be eligible to receive an annual cash a bonus of up to 65% of Base Salary (the each, a “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the Annual Bonus shall be based conditioned upon the Company’s attainment satisfaction of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”a) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria performance goals established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code Board of Directors of the Company (the “Committee”) for such Bonus Year and (b) personal performance goals approved by the Chief Executive Officer and the regulations promulgated thereunderCommittee for such Bonus Year. Company and personal performance goals are herein referred to collectively as the “Performance Goals”. The Performance Goals for each Bonus Year shall be established as soon as possible following the beginning of such Bonus Year. The Bonus earned for any Bonus Year shall be payable promptly following the determination thereof, but in no event later than 90 days following the end of each Bonus Year. If (a) the Employment Period shall expire or terminate and (b) Employee is entitled to payment of a bonus pursuant to Section 5 hereof, the Bonus payable for the Bonus Year in which the Employment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, multiplied by a fraction, the numerator of which shall be the number of days of the Employment Period within the Bonus Year and the denominator of which shall be 365. For the purposes of determining the amount of Bonus payable pursuant to the immediately preceding sentence, it shall be assumed that all conditions to payment based upon performance by the Executive (e.g. personal performance goals) have been satisfied. Notwithstanding anything to the contrary contained herein or in the Employer’s Bonus Plan, in the event (y) the Employment Period shall end for any reason whatsoever on a day prior to payment to Executive of a Bonus for the last full Bonus Year contained within the Employment Period, and (z) Executive would have been entitled to receive a Bonus for such last full Bonus Year had the Employment Period not ended — then, Employer shall pay to Executive the Bonus for such last full Bonus Year as and when such Bonus would have been paid had the Employment Period not ended.

Annual Bonus. With respect to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the Executive The Employee shall be eligible to receive participate in the Salaried Employees Bonus Plan adopted by the Company for each fiscal year ending during the Employment Term (each, a "Bonus Plan") pursuant to which the Employee may earn an annual cash bonus (the “"Annual Bonus”) based upon Company annual EBITDA and/or "). If the Company's financial goals as set forth in the Bonus Plan are met and if the other financial and non-financial performance targets criteria set forth in the Bonus Plan are met, the amount of the Annual Bonus for which the Employee may be eligible during any fiscal year may be up to a target as determined for each year's Bonus Plan (the “Performance Targets”"Target Amount"). Under certain circumstances as set forth in the Bonus Plan for the applicable fiscal year, established by the BoardEmployee may be eligible for an Annual Bonus in an amount in excess of the Target Amount. The Annual Bonus shall be payable to the Employee on the later of ten (10) days after the Company's auditors deliver their audit opinion/certification report of the relevant fiscal year's annual financial statements of the Company or sixty (60) days after the end of the relevant fiscal year, beginning with the fiscal year ending June 30, 2000; provided provided, however, that if for 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 Companyfiscal year, 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. The amount of the Annual Bonus shall be prorated based upon on the number of weeks within such fiscal year during which the Employee is employed by the Company’s attainment . The Employee acknowledges that the performance of his duties are subject to the direction of the Performance Targets, as determined by the Board President (or any authorized committee parent company CFO) and that his entitlement to an Annual Bonus as set forth herein shall have no impact on the discretion of the Board)President (or parent company CFO) in delegating authority and duties to him. Notwithstanding anything herein If the Employee's employment is terminated, the Employee shall only be entitled to receive an Annual Bonus for the fiscal year of the Company during which the Termination Date (as defined in Section 9(b) ) occurs to the contrary, with respect to each subsequent Fiscal Year extent specified in Section 8. To the extent that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target an Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salaryis payable under Section 8, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion notwithstanding any provision of the audited financials for the Fiscal Year Bonus Plan requiring an employee to which such Annual Bonus relates, but in any event within the period required be employed 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to date a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderis payable.

Annual Bonus. With respect to For fiscal year 2008 (ending January 31, 2009) and for each Fiscal Year other fiscal year that ends begins during the TermEmployment Period (each such fiscal year, commencing with Fiscal Year 2012a “Bonus Year”), the Executive shall be eligible to receive an annual cash a bonus of up to 65% of Base Salary (the each, a “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the Annual Bonus shall be based conditioned upon the Company’s attainment satisfaction of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”a) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria performance goals established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code Board of Directors of the Company (the “Committee”) for such Bonus Year and (b) personal performance goals approved by the Chief Executive Officer and the regulations promulgated thereunderCommittee for such Bonus Year. Company and personal performance goals are herein referred to collectively as the “Performance Goals”. The Performance Goals for each Bonus Year shall be established as soon as possible following the beginning of such Bonus Year. The Bonus earned for any Bonus Year shall be payable promptly following the determination thereof, but in no event later than 90 days following the end of each Bonus Year. If (a) the Employment Period shall expire or terminate and (b) Employee is entitled to payment of a bonus pursuant to Section 5 hereof, the Bonus payable for the Bonus Year in which the Employment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, multiplied by a fraction, the numerator of which shall be the number of days of the Employment Period within the Bonus Year and the denominator of which shall be 365. For the purposes of determining the amount of Bonus payable pursuant to the immediately preceding sentence, it shall be assumed that all conditions to payment based upon performance by the Executive (e.g. personal performance goals) have been satisfied. Notwithstanding anything to the contrary contained herein or in the Employer’s Bonus Plan, in the event (y) the Employment Period shall end for any reason whatsoever on a day prior to payment to Executive of a Bonus for the last full Bonus Year contained within the Employment Period, and (z) Executive would have been entitled to receive a Bonus for such last full Bonus Year had the Employment Period not ended — then, Employer shall pay to Executive the Bonus for such last full Bonus Year as and when such Bonus would have been paid had the Employment Period not ended.

Annual Bonus. With respect to each Fiscal Year calendar year that ends during the Term, commencing with Fiscal Year 2012, the Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”), prorated for the first calendar year of the Term, ranging from zero to three hundred percent (300%) of the Annual Base Salary, with a target Annual Bonus equal to one hundred fifty percent (150%) of the Annual Base Salary, which target Annual Bonus shall be subject to review and upward, but not downward without Executive’s written consent, adjustment by the Compensation Committee in its sole discretion each year (the “Target Annual Bonus”), based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), ) established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined Compensation Committee 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 Agreementits sole discretion. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Active 102093874.13.DOCX5 Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensationin its sole discretion. Each such Annual Bonus shall be payable within thirty (30) days on such date as is determined by the Board, but in any event on or prior to March 15 of the calendar year immediately following the completion of the audited financials for the Fiscal Year calendar year with respect 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 calendar year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending on the last day December 31 of such Fiscal Year. To year; provided that if the extent that Executive’s employment is terminated pursuant to Section 4(a) (i), (ii), (iv), (v) or (vii), the Company becomes subject shall pay to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired Executive a prorated Annual Bonus with respect to applicable Company plans), the calendar year in which the Date of Termination occurs equal to the Target Annual Bonus for any applicable fiscal such calendar year will be payable multiplied by a fraction, the numerator of which is the number of calendar days during such calendar year that the Executive was continuously employed by the Company and the denominator of which is 365 (the “Prorated Termination Bonus”); provided further that, in the case of a termination pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders Section 4(a)(ii), (iv), (v) or (vii), no portion of the Company Prorated Termination Bonus shall be paid unless the Executive timely executes the Release and does not revoke the Release within the time periods set forth in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunder5(b)(ii).

Annual Bonus. With respect to each Fiscal Year that ends during During the Term, commencing with Fiscal Year 2012, the Executive shall be eligible to receive earn an annual cash bonus award (the “Annual Bonus”) based upon in respect of each full fiscal year of the Company annual EBITDA and/or other financial and non-financial performance targets for which he is employed, in a target amount equal to 95% of Executive’s Base Salary (the “Performance TargetsTarget Bonus”), and a maximum bonus opportunity of 457.33% of the Base Salary, based upon the achievement of the performance goals established by the Board; provided that if any such Performance Target is based on Company annual EBITDABoard (after having consulted with Executive with respect thereto) within the first three months of each fiscal year during the Term. Without limiting the foregoing, EBITDA Executive’s Annual Bonus shall be determined calculated in the same manner, and accordance with the same adjustments, table attached hereto 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 Exhibit A (the “Credit AgreementAnnual Bonus Table”)), is determined for purposes of whereby the Credit Agreement. The amount of the Annual Bonus that shall become payable for any fiscal year shall be based upon the amount equal to the “Percentage of Base Salary” that corresponds with the highest “Level of Achievement” attained by the Company for such year (which, as set forth on Schedule A, shall be tied to the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board“EBITDA”). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012For these purposes, the sum of the Annual Base Salary and the target Annual Bonus (the Company’s “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period required by Section 409A, such that it qualifies as a “short-term deferralEBITDA” 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will shall mean the “Consolidated EBITDA,” as such term is defined in the Term Loan Credit Agreement, dated as of February 13, 2008, among Chill Intermediate Holdings, Inc., the Company, the lending institutions party thereto, Barclays Capital (“Barclays”) and General Electric Capital Corporation (“GECC”), as Joint Lead Arrangers, Barclays, Calyon New York Branch and GECC, as joint bookrunners, and GECC as the administrative agent, as may be payable pursuant amended, modified, extended, refinanced, renewed or replaced form time to time. Notwithstanding anything to the contrary herein, (i) Executive shall be eligible to earn a “qualified performance-pro rata Annual Bonus for fiscal year 2008 (based compensation” bonus plan that has been approved on the ratio of (x) the number of days Executive is employed by the stockholders Company during fiscal year 2008, to (y) 365 days), (ii) the maximum bonus opportunity for fiscal year 2008 (assuming Executive was employed by the Company during the entire fiscal year) shall be 255.4% of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunderBase Salary, and on the basis of the Executive’s or (iii) the Company’s attainment of objective financial or other operating criteria established by “Target” EBITDA for fiscal year 2008 shall be set forth on Schedule A attached hereto. The Annual Bonus, if any, shall be paid to Executive prior to the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) expiration of the Code period ending two and one-half months after the regulations promulgated thereunderend of the applicable fiscal year.

Annual Bonus. With respect to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the The Executive shall be eligible to receive an participate in the Company’s annual cash bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA programs as 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 effect from time to time (the “Credit AgreementBonus Programs”), to the extent implemented under the Revlon Executive Incentive Compensation Plan or such successor plan as shall be in effect from time to time (the “Incentive Compensation Plan”), is determined with target bonus eligibility of 100% of Base Salary for purposes achieving performance objectives set by the Compensation Committee or its designee, subject to the terms and conditions of such Bonus Programs and the Incentive Compensation Plan. In the event that the Executive's employment shall terminate pursuant to Section 4.3 during any calendar year, the Executive's bonus with respect to the year during which such termination occurs shall be pro-rated for the actual number of days of active employment during such year and such bonus as pro-rated shall be payable (i) if and to the extent bonuses are payable to executives under the Bonus Program for that year based upon achievement of the Credit Agreement. The amount objectives set for that year and not including any discretionary bonus amounts which may otherwise be payable to other executives despite non-achievement of bonus objectives for such year, and (ii) on the Annual date bonuses would otherwise be payable to executives under the Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board)Program. Notwithstanding anything herein or contained in the Bonus Program and/or Incentive Compensation Plan to the contrary, in the event that the Executive's employment shall terminate pursuant to Section 4.3 during any calendar year, the Executive shall be entitled to receive the Executive's bonus (if not already paid) with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the year immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty the year of termination (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 if bonuses with respect to any Fiscal Year unless such year are payable to other executives based upon achievement of bonus objectives and not based upon discretionary amounts which may be paid to other executives despite non-achievement of bonus objectives) as and when such bonuses would otherwise be payable to executives under the Bonus Program, despite the fact that the Executive remains continuously may not be actively employed with on such date of payment. Additionally, the Executive shall be entitled to a bonus of $250,000 (gross), payable monthly during 2014 so long as the Executive is employed by the Company during such payment period. The foregoing bonus is intended to compensate the period beginning on the Effective Date Executive for relocation and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (housing 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 “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderrelated costs.

Annual Bonus. With respect to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the The Executive shall be eligible entitled to receive an annual cash bonus for each full or partial fiscal year of the Company during the Employment Period (the “Annual Bonus”) ), based upon the Company annual EBITDA and/or other achieving financial and non-business objectives for the fiscal year with respect to which the Annual Bonus accrues. The financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA and business objectives for each fiscal year 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. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and discretion, after consultation with the Executive, within the timeframes set forth in accordance with Section 162(m9(a) of the Code Company’s 2008 Incentive Plan (as amended from time to time, the “2008 Plan”), or a similar section of any successor Company incentive plan. The target Annual Bonus for each fiscal year shall be no less than two hundred percent (200%) of the Base Salary in effect on the first day of such fiscal year. The Annual Bonus shall be paid in the form determined by the Compensation Committee in its sole discretion, including, without limitation, cash, shares of Company Common Stock, stock options or other equity-based awards. The Company shall pay each Annual Bonus to the Executive no later than two and a half (2½) months after the end of the fiscal year for which the Annual Bonus is awarded provided that, except as otherwise provided in this Agreement, the Executive remains continuously employed by the Company or its subsidiaries and affiliates (the “Company Group”) through the date on which the Annual Bonus is paid. With respect to the partial fiscal year of the Employment Period ending on the last day of the Employment Period, the Executive shall be eligible for an Annual Bonus if he remains employed by the Company or the Company Group through the last day of the Employment Period; provided, however, that any such Annual Bonus shall be equal to the Annual Bonus the Executive earns for the fiscal year during which the Expiration Date occurs, multiplied by a fraction, the numerator of which is the number of days worked during the fiscal year in which the Expiration Date occurs and the regulations promulgated thereunderdenominator of which is 365. Along with the payment of each Annual Bonus, the Company shall also deliver to the Executive a written statement setting forth the basis of its calculation of such Annual Bonus. The Executive and the Executive’s representatives shall have the right, at the Executive’s cost, to inspect the records of the Company with respect to the calculation of any such Annual Bonus, to make copies of said records utilizing the Company’s facilities without charge, and to have free and full access thereto upon reasonable notice during the normal business hours of the Company. The Annual Bonus shall be prorated to the extent it is calculated for a period of less than a full fiscal year. The Annual Bonus is intended to qualify as annual incentive compensation under Section 9 of the 2008 Plan, or a similar section of any successor Company incentive plan, and shall be subject to the conditions and limitations of such section.

Annual Bonus. With respect to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the The Executive shall be eligible to receive an annual cash participate in any bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), compensation program that may be established by the Board of Directors of Holdings or, if Holdings ceases to own all of WellCare's issued and outstanding shares of common stock, then the Board of Directors of WellCare (in either case, the "Board; provided that if ") for the benefit of senior executives of the WellCare Group. Any such bonus compensation shall be payable in the form of cash or equity of Holdings, to be paid by the Company within 30 days after the receipt and approval by the Board of the WellCare Group's audited fiscal year-end financial statements. The Executive's initial annual bonus potential shall be 50% of the Base Salary. The determination of the bonus amount for 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 fiscal year (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors (as defined thereinor part thereof) 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. The amount of the Annual Bonus shall be based upon the Company’s attainment satisfaction of performance criteria for such fiscal year that will be established by the Performance Targets, as determined by compensation committee of the Board (the "Compensation Committee") (or any authorized the full Board, if no such committee shall exist) in its discretion and upon consultation with the Chief Executive Officer by no later than the earlier of 90 days after the Board has approved the WellCare Group's budget for such fiscal year or the end of the Board)first fiscal quarter of such fiscal year. Notwithstanding anything herein Such performance criteria will include corporate performance goals consistent with the WellCare Group's business plan and budget for such fiscal year, as well as individual objectives for the Executive's performance that are separate from, but are consistent with, such WellCare Group's business plan and budget. The final determinations as to the contraryactual corporate and individual performance against the pre-established goals and objectives, with respect to each subsequent Fiscal Year that ends during and the Term, commencing with Fiscal Year 2012, the sum amounts of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any bonus payout in relationship to such Fiscal Year performance, shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established made by the Compensation Committee (or Board, as applicable) in its sole good faith discretion discretion, based on the input and in accordance with Section 162(m) recommendations of the Code and Chief Executive Officer. The Executive shall be eligible to participate in any bonus compensation program pursuant to this Section 3(c) for the regulations promulgated thereunderfiscal year ending December 31, 2003 on the same basis as other senior executives of the WellCare Group, as though the Executive had been employed by the Company beginning on the first day of such fiscal year.

Annual Bonus. With respect to each Fiscal Year Company fiscal year that ends during the Term, commencing with Fiscal Year 2012fiscal year 2011, the Executive shall be eligible to receive an annual performance-based cash bonus (the “Annual Bonus”) which shall be payable based upon the attainment of individual and Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), goals established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined Board in the same manner, and consultation 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 AgreementExecutive. The amount terms of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year fiscal year shall provide that ends during if the Term, commencing with Fiscal Year 2012Company and/or the Executive attains target performance levels for an applicable fiscal year, the sum of the Annual Base Salary and the target Executive’s Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical payable in an amount equal to 100% of Annual Base Salary, target Annual Bonus and Target Total Compensationmay, at the discretion of the Board, provide for a higher amount if performance targets are exceeded. Each such Annual Bonus shall be payable within thirty (30) days on such date as is determined by the Board, but in no event later than March 15th of the calendar year immediately following the completion of the audited financials for the Fiscal Year calendar year with respect 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 foregoingany other provision of this Section 3(b), except as set forth in Article V, (i) no bonus Annual Bonus shall be payable to the Executive in the event that the Executive’s employment is terminated for Cause prior to the bonus payment date, (ii) with respect to any Fiscal Year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans)fiscal year 2011, the Annual Bonus shall be pro-rated based on the number of days that the Executive was employed by the Company during such fiscal year, and (iii) with respect to fiscal year 2013, the Executive shall receive a pro-rated portion of the Annual Bonus payout that the Executive would have received for such fiscal year (based on the Board-approved Annual Bonus payouts for actual Company performance for such fiscal year) based on the number of days that the Executive was employed by the Company during such fiscal year prior to the expiration of the Term, payable at the time the Annual Bonus would have been paid to the Executive had the Executive remained employed through the end of such fiscal year. For the avoidance of doubt, if there is no Board-approved Annual Bonus payout for any applicable fiscal year will be payable pursuant to (other than fiscal year 2011 addressed above), then the Executive shall not receive a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval payment under this Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunder3(b).

Annual Bonus. With respect In addition to the Base Salary, for each Fiscal Year calendar year that ends during the Term, commencing with Fiscal Year 2012Employment Period, the Executive shall be eligible to receive an annual cash performance-based bonus award payment (the “Annual Bonus”) based upon Company determined in accordance with the terms and conditions set forth in the Company’s annual EBITDA and/or other financial bonus plan for that year, with a target Annual Bonus of 120% of Base Salary for periods beginning on and non-financial performance targets after Amendment Effective Date and 85% of Base Salary for the period beginning on January 1, 2015 and ending on the date immediately prior to the Amendment Effective Date (the “Performance TargetsTarget Bonus”), established up to a maximum of 200% of Base Salary for periods beginning on and after Amendment Effective Date and a maximum of 170% of Base Salary for the period beginning on January 1, 2015 and ending on the date immediately prior to the Amendment Effective Date. For the avoidance of doubt, in the transition year of 2015, the targets and maximums of the preceding sentence shall be applied pro rata to the actual Base Salary payable for the applicable portion of the year. The Target Bonus percentage shall be reviewed at least annually by the Board and is subject to adjustment at the discretion of the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA but may in no event be less than as described in the previous sentence. The Executive shall be determined paid Annual Bonus amounts, if any, in cash at the same manner, and with the same adjustments, time 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 senior executives of the Credit Agreement. The amount of Company are paid corresponding annual performance bonus amounts, but in no event later than two and one-half (2-1/2) months following the calendar year with respect to which the Annual Bonus shall be based upon the Company’s attainment is earned, provided that he is employed hereunder as of the Performance Targetsdate such amount is paid, or due to be paid, except as determined by otherwise provided in Section 5 below. If at any time during the Employment Period, the Board (decides to continue, or any authorized committee 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 the Boardthis Section 2(b). Notwithstanding anything herein to the contrarycontrary contained herein and without limiting any other rights and remedies of the Company, with respect if the Executive has engaged in fraud or other misconduct that contributes to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012any adverse financial restatements or material loss, the sum Company may require repayment by the Executive of the Annual Base Salary and the target any Annual Bonus that has already been paid (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relateswhether paid in cash or bonus stock), but in any event within the period required by Section 409A, such that it qualifies as a “short-term deferral” pursuant only 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of original payment exceeded the Code (and all applicable post-initial public offering transition periods lower amount that would have expired with respect to applicable Company plans), the been paid as such Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan on results that has been approved by the stockholders of the Company in accordance with the provisions for reflected such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderrestated financials and/or material loss.

Annual Bonus. With respect to each Fiscal Year that ends during During the Term, commencing with Fiscal Year 2012Employment Period, the Executive shall participate in such bonus arrangements as may be eligible to receive an annual cash bonus approved by the Compensation Committee of the Board (the “"Compensation Committee") (the aggregate of all payments made under such bonus arrangements during any fiscal year being herein referred to as the "Annual Bonus”"). Executive's "Target Bonus" for any fiscal year will be no less than $350,000 and shall be payable upon the achievement of the Bonus Criteria (as defined below) based upon Company annual EBITDA and/or for such fiscal year and such other financial and non-financial performance targets (the “Performance Targets”), established factors as may be determined 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. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contraryIn addition, with respect to each subsequent Fiscal Year that ends fiscal year during the TermEmployment Period, commencing Executive shall have the opportunity to earn an additional bonus of at least $400,000 upon the achievement of the Superior Bonus Criteria (as defined below) for such fiscal year and such other factors as may be determined by the Board that are communicated to Executive in accordance with the next sentence. Within the first three months of any fiscal year during the Employment Period (other than with respect to the fiscal year ending June 30, 2006 ("Fiscal Year 20122006")), the sum Board shall in good faith, and in consultation with Executive, establish and communicate to Executive (x) EBITDA and net debt reduction targets for the Company and its subsidiaries for such fiscal year (collectively, the "Bonus Criteria") and (y) additional extraordinary performance targets for the Company and its subsidiaries that are reflective of extraordinary performance (collectively, the "Superior Bonus Criteria"), and any additional factors or objectives related to the achievement of such additional bonus. The communication to Executive referred to in the preceding sentence may be in the form of materials distributed to him as a member of the Annual Base Salary and the target Annual Board. The Bonus (the “Target Total Compensation”) Criteria for any such Fiscal Year fiscal year shall be no less than adjusted in good faith by the Target Total Compensation for Board if the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but Company or any subsidiary engages in any event within significant acquisition or disposition outside the period required by Section 409A, ordinary course of business during such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulationsfiscal year. Notwithstanding the foregoing, except as set forth in Article Vsubject to Executive's, no bonus continued employment, Executive shall be payable with respect entitled to any a guaranteed bonus for Fiscal Year unless 2006 of $350,000 pro-rated for the actual number of days the Executive remains continuously was employed with by the Company during the period beginning on the Effective Date and ending on the last day Fiscal 2006. The Annual Bonus shall be paid within 30 days of such Fiscal Year. To the extent that receipt by the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), audited financial statements for the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance to which it relates. As used herein, "EBITDA" shall mean the Company's and its subsidiaries' earnings before interest, taxes, depreciation and amortization calculated on a consolidated basis consistent with the provisions Company's past practice of calculating "operating EBITDA" for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderinternal reporting purposes.

Annual Bonus. With The Company shall pay to the Executive as an annual bonus (the "Annual Bonus") with respect to each Fiscal Year that ends fiscal year ending during the TermEmployment Term beginning with fiscal year 2000, commencing an amount which is a percentage of the sum of the Executive's then current Base Salary and Additional Compensation, which percentage is calculated by multiplying two times the percentage increase in the Company's EPS (as hereinafter defined) for the bonus year over the greater of the EPS for the prior year and the Company's Base EPS (as hereinafter defined) for such bonus year; provided, however, that no bonus shall be paid with Fiscal Year 2012respect to any fiscal year when such percentage increase is not at least 15%. The Annual Bonus for any given year shall be paid to the Executive no later than the thirty-first day of March, in the year following the year in which such Annual Bonus is earned, or such other date in accordance with the Company's practice for other senior executives. The Company's Earnings Per Share ("EPS") for any fiscal year shall be the Earnings Per Share, as reflected in the Company's audited Consolidated Statement of Operations prepared in accordance with generally accepted accounting principals for such fiscal year; provided, however, that the Compensation Committee (the "Compensation Committee") of the Board shall determine whether extraordinary items shall be included or excluded in the calculation of EPS for purposes of this Agreement in any given year. The Company's Base Earnings Per Share (the "Base EPS") shall equal (i) for the year 2000, the EPS for 1999 and (ii) for each subsequent year, 110% of the Base EPS for the immediately preceding fiscal year. Notwithstanding the foregoing, the Executive shall be eligible have no right to receive an annual cash any bonus (payment in excess of two times the “Annual Bonus”) based upon Company annual EBITDA and/or other financial sum of the Executive's then current Base Salary and non-financial performance targets (the “Performance Targets”)Additional Compensation, established unless such bonus payment is first approved by the Board; provided that if any such Performance Target is based on Company annual EBITDACompensation Committee, EBITDA shall be determined in its sole discretion. If the same manner, and with exclusion or inclusion of extraordinary items in determining EPS affects 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. The amount of the Annual Bonus shall be based upon Executive's bonus for any given year, or the Company’s attainment Compensation Committee does not approve a bonus in excess of two times the sum of the Performance TargetsExecutive's current Base Salary and Additional Compensation, as determined by the Board (or any authorized committee bonus formula for calculating an increase in EPS in determining the Executive's bonus the following year will reflect an adjustment from EPS in the prior year to the amount of EPS that would have resulted in the Board)bonus actually paid to the Executive for such year. Notwithstanding anything any provision contained herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Executive's 1999 Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company determined in accordance with the provisions for such approval under Section 162(m) of Company's Management Incentive Program as in effect immediately prior to the Code Effective Date, and the regulations promulgated thereunder, and on the basis payment of the Executive’s or the Company’s attainment of objective financial or other operating criteria established such bonus shall not be adversely affected by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) provisions of the Code and the regulations promulgated thereunderthis Agreement.

Annual Bonus. With respect to each Fiscal Year that ends during During the Term, commencing with Fiscal Year 2012Employment Period, the Executive shall participate in such bonus arrangements as may be eligible approved by the Compensation Committee of the Board (the “Compensation Committee”) (the aggregate of all payments made under such bonus arrangements during any fiscal year being herein referred to receive an annual cash bonus (as the “Annual Bonus”). Executive’s “Target Bonus” for any fiscal year will be no less than $350,000 and shall be payable upon the achievement of the Bonus Criteria (as defined below) based upon Company annual EBITDA and/or for such fiscal year and such other financial and non-financial performance targets (the “Performance Targets”), established factors as may be determined 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. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contraryIn addition, with respect to each subsequent Fiscal Year that ends fiscal year during the TermEmployment Period, commencing Executive shall have the opportunity to earn an additional bonus of at least $400,000 upon the achievement of the Superior Bonus Criteria (as defined below) for such fiscal year and such other factors as may be determined by the Board that are communicated to Executive in accordance with the next sentence. Within the first three months of any fiscal year during the Employment Period (other than with respect to the fiscal year ending June 30, 2006 (“Fiscal Year 20122006”)), the sum Board shall in good faith, and in consultation with Executive, establish and communicate to Executive (x) EBITDA and net debt reduction targets for the Company and its subsidiaries for such fiscal year (collectively, the “Bonus Criteria”) and (y) additional extraordinary performance targets for the Company and its subsidiaries that are reflective of extraordinary performance (collectively, the “Superior Bonus Criteria”), and any additional factors or objectives related to the achievement of such additional bonus. The communication to Executive referred to in the preceding sentence may be in the form of materials distributed to him as a member of the Annual Base Salary and the target Annual Board. The Bonus (the “Target Total Compensation”) Criteria for any such Fiscal Year fiscal year shall be no less than adjusted in good faith by the Target Total Compensation for Board if the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but Company or any subsidiary engages in any event within significant acquisition or disposition outside the period required by Section 409A, ordinary course of business during such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulationsfiscal year. Notwithstanding the foregoing, except as set forth in Article Vsubject to Executive’s, no bonus continued employment, Executive shall be payable with respect entitled to any a guaranteed bonus for Fiscal Year unless 2006 of $350,000 pro-rated for the actual number of days the Executive remains continuously was employed with by the Company during the period beginning on the Effective Date and ending on the last day Fiscal 2006. The Annual Bonus shall be paid within 30 days of such Fiscal Year. To the extent that receipt by the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), audited financial statements for the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunderto which it relates. As used herein, and on the basis of the Executive’s or “EBITDA” shall mean the Company’s attainment and its subsidiaries’ earnings before interest, taxes, depreciation and amortization calculated on a consolidated basis consistent with the Company’s past practice of objective financial or other calculating “operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderEBITDA” for internal reporting purposes.

Annual Bonus. With respect to For fiscal year 2000 (ending on or about January ------------ 31, 2001) and for each Fiscal Year other fiscal year that ends begins during the TermEmployment Period (each such fiscal year, commencing with Fiscal Year 2012a "Bonus Year"), the Executive shall be eligible to receive an annual cash a bonus of up to 40% of Base Salary (the “Annual each, a "Bonus”") based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the Annual Bonus shall be based conditioned upon the Company’s attainment satisfaction of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”a) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria performance goals established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code Board of Directors of the Company (the "Committee") for such Bonus Year and (b) personal performance goals submitted by the Executive to, and approved by, the Chief Executive Officer and the regulations promulgated thereunderCommittee for such Bonus Year. Company and personal performance goals are herein referred to collectively as the "Performance Goals". The Performance Goals for each Bonus Year shall be established as soon as possible following the beginning of such Bonus Year. The Bonus earned for any Bonus Year shall be payable promptly (a) the Employment Period shall expire or terminate and (b) Employee is entitled to payment of a bonus pursuant to Section 5 hereof, the Bonus payable for the Bonus Year in which the Employment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, multiplied by a fraction, the numerator of which shall be the number of days of the Employment Period within the Bonus Year and the denominator of which shall be 365. For the purposes of determining the amount of Bonus payable pursuant to the immediately preceding sentence, it shall be assumed that all conditions to payment based upon performance by the Executive (e.g. personal performance goals) have been satisfied. Notwithstanding anything to the contrary contained herein or in the Employer's Bonus Plan, in the event (y) the Employment Period shall end for any reason whatsoever on a day prior to payment to Executive of a Bonus for the last full Bonus Year contained within the Employment Period, and (z) Executive would have been entitled to receive a Bonus for such last full Bonus Year had the Employment Period not ended - then, Employer shall pay to Executive the Bonus ---- for such last full Bonus Year as and when such Bonus would have been paid had the Employment Period not ended.

Annual Bonus. With respect (a) Subject to each Fiscal Year that ends during the TermSection 3.3(e), commencing with Fiscal Year 2012, the Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”)for each full calendar year beginning on or after January 1, established by the Board; provided 2011 that if any such Performance Target he 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. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Term (each such calendar year, a “Bonus Year”) in which the Effective Date Company achieves certain targets as set forth by the Compensation Committee, and ending on the last day amount of such Fiscal bonus shall have a target range of 150% to 200% of Executive’s Base Salary for the applicable Bonus Year. To ; provided that, for the extent that the Company becomes subject avoidance of doubt, Executive shall not be entitled to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the an Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by Bonus Year, unless the stockholders of Compensation Committee determines otherwise, in which the Company in accordance with the provisions for does not achieve such approval under Section 162(m) of the Code and the regulations promulgated thereundertargets, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established as determined by the Compensation Committee and provided, further, that Executive shall not be entitled to any Annual Bonus if Executive is terminated by the Company for Cause prior to the date of payment of such Annual Bonus. The Annual Bonus will be paid between January 1 and March 15 of the calendar year immediately following the Bonus Year (the “Payment Date”); provided, however, that if the Company’s accountants have not delivered the audited financial statements for such Bonus Year prior to the Payment Date, the Company may delay the Payment Date until the earlier to occur of (i) three (3) days following the Company’s receipt of such Bonus Year’s audited financial statements and (ii) June 30 of the calendar year immediately following the Bonus Year. The Company shall use its best efforts to ensure delivery of its audited financial statements for each Bonus Year on or before March 15 of the following calendar year. Each Bonus Year during the Term, the Compensation Committee will review the structure of the targets provided by it for the preceding Bonus Year and establish the targets for the Bonus Year as it deems appropriate. (b) For the calendar year beginning on January 1, 2010, Executive shall be eligible to receive an annual bonus (the “EBITDA Bonus”) as set forth in, and subject to the terms and conditions of, the Prior Employment Agreement as in its effect immediately prior to the Effective Date, which terms are set forth on Exhibit “B” to this Agreement and incorporated into this Agreement as if fully set forth herein. (c) In addition to the Annual Bonus, Executive shall be eligible to additional incentive bonus compensation in the sole good faith discretion of the Board, sitting without Executive (the “Discretionary Bonus” and together with the Annual Bonus and any Registration Statement Bonus (defined below), the “Bonuses”). The frequency, amount, and payment terms of any Discretionary Bonus shall be left to the exclusive discretion of the Board (sitting without Executive). (d) In addition to the Annual Bonus, in accordance with the event that the Shelf Registration Statement is declared effective by the SEC on or prior to June 29, 2011, Executive will receive an additional bonus (the “Registration Statement Bonus”) in the amount of $125,000. Any Registration Statement Bonus will be paid as soon as practicable but in no event later than 30 days following the effective date of the Registration Statement. (e) Notwithstanding anything to the contrary in Section 162(m3.3(a), if the Company does not make an initial filing of a shelf registration statement (the “Shelf Registration Statement”) registering the resale of the shares of the Company’s common stock that are “Registerable Shares” (as defined in that certain Registration Rights Agreement dated December 23, 2010 by and between the Company and the other parties thereto) on or prior to March 31, 2011, other than as a result of the Commission being unable to accept such filings (a “Registration Default”), then Executive, if employed by the Company and at any time is owed a Bonus under Section 3.3(a) or 3.3(c) of this Agreement with respect to services performed by Executive in 2011 (a “Subject Bonus”), shall forfeit 50% of the Code amount that would otherwise be payable to him as such Subject Bonus, and shall thereafter forfeit an additional 10% of the regulations promulgated thereunderamount that would otherwise be payable to him as such Subject Bonus for each complete calendar month any such Registration Default continues after March 31, 2011 until the Shelf Registration Statement is filed. The Company and Executive each acknowledges and agrees that that no bonuses, compensation, awards, equity compensation or other amounts shall be payable or granted in lieu of or to make Executive whole for any such forfeited bonuses and that this Section 3.3(e) provides the exclusive remedy as between the Company and Executive in respect of any Registration Default.

Annual Bonus. With respect to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the Executive shall be eligible to receive an annual cash bonus (i) The Board’s compensation committee (the “Annual Compensation Committee”) shall review Executive’s performance at least annually following each calendar year of the Employment Period and cause the Company to award Executive such bonus (“Bonus”) based upon as the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company annual EBITDA and/or other financial and non-financial performance targets (as an incentive for continued service to the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA Company. The amount of Executive’s Bonus shall be determined in the same mannersole and absolute discretion of the Compensation Committee and shall depend on, and with among other things, the same adjustmentsCompany’s achievement of certain performance levels established from time to time by the Compensation Committee (such performance levels, as Consolidated EBITDA from time to time established by the Compensation Committee, the “Performance Levels”), which may (in the sole and absolute discretion of the Compensation Committee) include, without limitation, growth of earnings, funds from operations per share of Company stock, earnings per share of Company stock and Executive’s performance and contribution to increasing the funds from operations as well as such individual goals for the Executive as the Compensation Committee may deem appropriate. It is anticipated that the Performance Levels will be set for each calendar year of the Employment Period so that Executive can reasonably be expected to earn a Bonus for such calendar year in an amount equal to $400,000 (the “Bonus Target”), provided that if Executive is unable to commence employment by February 23, 2015, the Bonus Target for 2015 shall be reduced pro rata by the number of days between February 24, 2015 and the date Executive commences employment hereunder. Any Bonus payable to Executive as contemplated by this Section 5(b) shall be payable fifty percent (50%) in cash and fifty percent (50%) in shares of the Company’s restricted stock, with such shares to be valued for such purposes at a price per share equal to the Market Value (as defined in the Credit Agreement, entered into as Exhibit A attached hereto) 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 a share of the Credit Agreement. The amount of the Annual Bonus shall be based upon the Company’s attainment common stock determined as of the Performance Targets, as date on which the amount of such Bonus is determined by the Board Compensation Committee (or any authorized committee such date, the “Bonus Grant Date”) and which shares shall vest in equal portions on the first, second and third year anniversaries of the Board)Bonus Grant Date, subject to Executive then being employed by the Company hereunder or to such other conditions as may apply hereunder. The restricted stock portion of the Bonus is referred to in this Agreement as the “Bonus Award Restricted Stock.” Each award of Bonus Award Restricted Stock shall be subject to an equity compensation plan of the Company and shall be subject to Executive’s execution of a standard Company restricted stock agreement consistent with the terms of this subsection. The Company shall pay the cash portion of any Bonus to Executive on or before March 15th of the calendar year following the calendar year to which such Bonus relates. (ii) Notwithstanding anything contained herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year hereunder 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 Executive with respect to any Fiscal Year calendar year unless the Executive remains continuously is employed with hereunder by the Company during the period beginning on the Effective Date and ending on as of the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereundercalendar year.

Annual Bonus. With respect to For each Fiscal Year that ends calendar year ending during the TermEmployment Period, commencing with Fiscal Year 2012, the Executive shall be eligible have the opportunity to receive an annual cash bonus (the “"Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”Target Bonus Opportunity"), established by the Board; provided that if any such Performance Target is based on Company annual EBITDAthe achievement of target levels of performance, 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 equal to 80% 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. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual his Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relatesPROVIDED THAT, but in any event within the period required by Section 409A, such that it qualifies so long 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 is employed with the Company during the period beginning on the Effective Date and ending on the last day of the calendar year, in no event shall the annual bonus payable to Executive for the Company's 2000 fiscal year be less than an amount equal to 50% of Executive's Base Salary, regardless of whether any applicable performance criteria have been met. Depending on actual results as measured against the performance objectives established, Executive's actual bonus payment may range from (i) a low of (A) 50% of Executive's Base Salary with respect to the Company's 2000 fiscal year and (B) zero for subsequent fiscal years to (ii) a maximum of 120% of Executive's Base Salary for each full fiscal year during the Employment Period. Subject to the guaranteed minimum set forth above, the actual bonus, if any, payable for any such Fiscal Year. To year shall be determined in accordance with the extent that terms of the Company's Executive Officers' Bonus Plan (the "Annual Plan") based upon the performance of the Company becomes subject and/or Executive against target objectives established under such Annual Plan. The determination of whether and to what extent the requisite performance objectives have been met shall be made by the Board committee responsible for administering the Annual Plan, whose determination shall be final. Subject to Executive's election to defer all or a portion of any annual bonus payable hereunder pursuant to the terms of any deferred compensation or savings plan or arrangement maintained or established by the Company, any annual bonus payable under this Section 3(b) shall be paid to Executive in accordance with the terms of the Annual Plan, PROVIDED, however, that, regardless of the terms of such Annual Plan, Executive shall have the right to defer payment of up to that portion of his annual bonus which, when coupled with any portion of his Base Salary deferred for the same year of service, does not exceed 50% (or such greater percentage as the Company shall permit) of the sum of his Base Salary and his annual bonus, PROVIDED, HOWEVER, THAT, any portion of Executive's annual bonus which would not be deductible to the Company pursuant to the provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plansthe "Code"), the Annual Bonus for shall be deferred. Unless Executive shall otherwise elect a different payment date or dates or a different number of payments, any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” portion of Executive's annual bonus plan that has been approved by the stockholders of the Company and/or Base Salary which is deferred in accordance with the provisions for such approval under this Section 3 (whether at Executive's election or by reason of Section 162(m)) shall be payable to Executive in a single lump sum as soon as practicable following termination of Executive's employment for any reason and shall be credited with interest, on a compounded basis, on the last day of each calendar quarter, at 1% above the prime rate (as reported in The Wall Street Journal, Eastern Edition), as in effect on the first day of each such calendar quarter. Any election by Executive to change the timing of the Code and distribution of the regulations promulgated thereunderdeferred amounts and/or the number of payments to be made shall be made in writing in a calendar year prior to the date payment is to be made, and on shall only be effective if Executive completes at least six months' additional service as an employee following the basis date any such election is filed with the Secretary of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunder.

Annual Bonus. With respect (a) For the first year of the Employment Term, Executive's annual bonus will be Three Hundred Seventy-Five Thousand Dollars ($375,000), equal to 50% of the Base Salary, payable in 12 monthly installments in accordance with the usual payroll practices of the Company. Not later than four months after the Effective Date, Executive shall prepare and present to the Compensation Committee written financial, operational and other objectives (the "Performance Objectives") for the Company's fiscal year ending February 3, 2004. If such Performance Objectives are approved and accepted by the Compensation Committee, Executive's target bonus for such fiscal year shall be equal to 75% of Executive's annual Base Salary for such year. For each Fiscal Year that ends fiscal year during the TermEmployment Term thereafter, commencing with Fiscal Year 2012, the Executive shall be eligible prepare and submit Performance Objectives to receive an annual cash bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial Compensation Committee during the normal course of the Company's planning cycle and non-financial performance targets (before the “commencement of the new fiscal year. If such subsequent Performance Targets”), established Objectives are accepted and approved by the Board; provided that if any Compensation Committee, Executive's target bonus for 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. The amount of the Annual Bonus fiscal years shall be based upon on 100% of Executive's Base Salary in effect as of the start of such fiscal year. In the event of any disagreement between the Compensation Committee and Executive concerning the acceptance and approval of Performance Objectives, the Compensation Committee and Executive shall negotiate in good faith to attempt to resolve such differences. Annual bonuses shall be reduced pro rata for any fiscal year other than the first during the Employment Term that is not a full year (based on the actual number of days of such year included in the Employment Term). Except as provided above with regard to the annual bonus for the first year of the Employment Term, each annual bonus shall be paid no later than 30 days after the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, 's audited financial statements with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012year for which the annual bonus is awarded are available. If the Performance Objectives accepted by the Compensation Committee are exceeded in any year, the sum of Compensation Committee may increase the Annual Base Salary and bonus. If the target Annual Bonus Performance Objectives accepted by the Compensation Committee are not met, the Compensation Committee may reduce or withhold the bonus entirely. (the “Target Total Compensation”b) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject Executive's annual bonus and base salary in any fiscal year is in excess of $1 million, payment of an amount equal to Section 162(msuch excess shall be automatically deferred. Amounts deferred under this Paragraph 4(b) shall be credited annually with interest at the Company's borrowing rate and shall be paid to Executive (or to his estate, in the case of death) in a single lump sum three months following his termination of employment. Amounts deferred under this Paragraph 4(b) shall represent an unfunded, unsecured obligation of the Code (Company. The Company will establish a "rabbi trust" reasonably acceptable to Executive and all applicable post-initial public offering transition periods have expired with respect will fund its deferred compensation obligation to applicable Company plans)Executive by transferring to such rabbi trust, the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial cash or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderassets sufficient to satisfy such obligation.

Annual Bonus. With respect to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial on Executive’s achievement of certain performance targets objectives established for him by the Board, or the Compensation Committee, as applicable, (the “Performance TargetsObjectives”), 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 (well as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors ’s overall business and financial performance. Executive’s target-level Bonus will be set at one hundred percent (as defined therein100%) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time of his Base Salary (the “Credit AgreementTarget Bonus”), assuming all established target-level Objectives for the Bonus year are achieved, with an opportunity to receive a Bonus of up to a maximum of not less than two hundred percent (200%) of Base Salary for exemplary performance pursuant to stretch-level Objectives (the “Maximum Bonus”), is determined for purposes of the Credit Agreement. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board in its discretion. Within thirty (30) days after the Effective Date and annually thereafter as soon as practicable (with a goal of thirty (30) days) after the later of the beginning of each fiscal year or the Board of Directors’ approval of the Company’s operating plan for that fiscal year, Executive shall submit to the Board a proposed list of target- and stretch-level (and, as may be requested by the Board or Compensation Committee, any threshold-level) Objectives for that fiscal year. As soon as practicable (with a goal of thirty (30) days) thereafter, the Board (or Compensation Committee) shall (in consultation with Executive) review, modify and provide to Executive a final list of target- and stretch-level (and any authorized committee threshold-level) Objectives for that year. Executive must remain in active employment service with the Company through and including the last day of the Boardeach Bonus year in order to be eligible to receive a Bonus for that year. The Board (or Compensation Committee). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Termin its sole discretion, commencing with Fiscal Year 2012will determine whether Executive has earned a Bonus, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for amount of any such Fiscal Year shall be no less than Bonus in accordance with the Target Total Compensation for the immediately preceding Fiscal YearObjectives. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual The Bonus shall be payable within thirty ten (3010) business days after the date the Bonus has been determined, but no later than ninety (90) 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 Effective Date and ending on the last day of such Fiscal Yearthe Bonus year. To the extent Executive shall be eligible to receive a 2006 Bonus (prorated for Executive’s partial year service) based on Executive’s achievement of Objectives that have been agreed between Executive and the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans)separately documented, the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved as evaluated by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee Board in its sole good faith discretion and discretion. Except as expressly provided in accordance with Section 162(m) of the Code and the regulations promulgated thereunderthis Agreement, no prorated Bonuses will be earned or paid.

Annual Bonus. With respect to For each Fiscal Year that ends calendar year ending during the TermEmployment Period, commencing with Fiscal Year 2012, the Executive shall be eligible have the opportunity to receive an annual cash bonus (the “"Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”Target Bonus Opportunity"), established by the Board; provided that if any such Performance Target is based on Company annual EBITDAthe achievement of target levels of performance, 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 equal to 80% 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. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual his Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relatesprovided that, but in any event within the period required by Section 409A, such that it qualifies so long 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 is employed with the Company during the period beginning on the Effective Date and ending on the last day of the calendar year, in no event shall the annual bonus payable to Executive for the Company's 2002 fiscal year be less than an amount equal to 50% of Executive's Target Bonus (as established by the Company's Compensation Committee), regardless of whether any applicable performance criteria have been met. Depending on actual results as measured against the performance objectives established, Executive's actual bonus payment may range from (i) a low of (A) 50% of Executive's Target Bonus with respect to the Company's 2002 fiscal year prorated from the date of this Agreement to the end of the year, and (B) zero for subsequent fiscal years to (ii) a maximum of 140% of Executive's Base Salary for each full fiscal year during the Employment Period. Subject to the guaranteed minimum set forth above, the actual bonus, if any, payable for any such Fiscal Year. To year shall be determined in accordance with the extent that terms of the Company's Executive Officers' Bonus Plan (the "Annual Plan") based upon the performance of the Company becomes subject and/or Executive against target objectives established under such Annual Plan. The determination of whether and to what extent the requisite performance objectives have been met shall be made by the Board committee responsible for administering the Annual Plan, whose determination shall be final. Subject to Executive's election to defer all or a portion of any annual bonus payable hereunder pursuant to the terms of any deferred compensation or savings plan or arrangement maintained or established by the Company, any annual bonus payable under this Section 3(b) shall be paid to Executive in accordance with the terms of the Annual Plan, provided, however, that, regardless of the terms of such Annual Plan, Executive shall have the right to defer payment of up to that portion of his annual bonus which, when coupled with any portion of his Base Salary deferred for the same year of service, does not exceed 50% (or such greater percentage as the Company shall permit) of the sum of his Base Salary and his annual bonus, provided, however, that, any portion of Executive's annual bonus which would not be deductible to the Company pursuant to the provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plansthe "Code"), the Annual Bonus for shall be deferred. Unless Executive shall otherwise elect a different payment date or dates or a different number of payments, any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” portion of Executive's annual bonus plan that has been approved by the stockholders of the Company and/or Base Salary which is deferred in accordance with the provisions for such approval under this Section 3 (whether at Executive's election or by reason of Section 162(m)) shall be payable to Executive in a single lump sum as soon as practicable following termination of Executive's employment for any reason and shall be credited with interest, on a compounded basis, on the last day of each calendar quarter, at 1% above the prime rate (as reported in The Wall Street Journal, Eastern Edition), as in effect on the first day of each such calendar quarter. Any election by Executive to change the timing of the Code and distribution of the regulations promulgated thereunderdeferred amounts and/or the number of payments to be made shall be made in writing in a calendar year prior to the date payment is to be made, and on shall only be effective if Executive completes at least six months' additional service as an employee following the basis date any such election is filed with the Secretary of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunder.

Annual Bonus. With respect to (A) From and after the Effective Time, for each Fiscal Year that ends calendar year during the Term, commencing with Fiscal Year 2012, the Executive shall be eligible to receive for an annual cash incentive bonus (the “Annual Incentive Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets in the target amount of 85% of Executive’s Base Salary in effect as of March 1 of such calendar year (the “Performance TargetsBonus Target”), 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. The amount of the Annual Bonus shall be based upon the Company’s attainment achievement of the Performance TargetsSuccessor Company, Bank and/or Executive performance goals, criteria, and/or targets for such calendar year, as determined by the Board (or any authorized committee of the Successor Company Board). Notwithstanding anything herein With respect to the contrarycalendar year in which the Effective Time occurs, with respect to each subsequent Fiscal Year for the portion of such calendar year that ends during follows and includes the Term, commencing with Fiscal Year 2012Effective Time, the sum of Incentive Bonus for such period shall be determined based on the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Section 3(a) of this Agreement and shall be payable equal to the Bonus Target prorated for such portion of the calendar year following the Effective Time. Nothing in this Section 3(c)(i), nor anything else in this Agreement, entitles or shall be interpreted to entitle Executive to any guaranteed minimum Incentive Bonus at any time during the Term and, unless otherwise provided in Section 5(a) or Section 5(b), Executive’s receipt of an Incentive Bonus is expressly contingent upon Executive being actively employed by the Bank through the date that any such Incentive Bonus is actually paid to Executive. All determinations with respect to any Fiscal Year unless Incentive Bonus, including whether applicable Successor Company, Bank and/or Executive performance goals, criteria, and/or targets have been met, shall be made by the Executive remains continuously employed with the Successor Company during the period beginning Board in its sole and reasonable discretion, and shall be final, conclusive, and binding on the Effective Date and ending on the last day of such Fiscal Yearall parties. To the extent that the Company becomes subject to Section 162(m) Any Incentive Bonus earned shall be payable in cash no later than March 15 of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), year following the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” in which the bonus plan that has been approved by the stockholders of the Company is earned in accordance with the provisions Bank’s normal practices for the payment of annual short-term incentives. (B) With respect to the portion of the calendar year that precedes the Effective Time, Executive’s cash incentive bonus for such approval under Section 162(mperiod (the “Pre-Merger Incentive Bonus”) shall be determined in accordance with terms of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment and/or the Bank’s cash incentive program(s) in effect for the portion of objective financial or other operating criteria established the calendar year before the Effective Time, but prorated for the portion of the calendar year preceding the Effective Time. All determinations with respect to the Pre-Merger Incentive Bonus, including whether applicable Company, Bank and/or Executive performance goals, criteria, and/or targets have been met, shall be made by the Compensation Committee Successor Company Board in its sole good faith discretion and reasonable discretion, and shall be final, conclusive, and binding on all parties. The Pre-Merger Incentive Bonus, if earned, shall be payable in accordance with Section 162(m) of cash as soon as practicable following the Code and the regulations promulgated thereunderEffective Time.

Annual Bonus. With respect In addition to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012Annual Base Salary, the Executive shall be eligible to receive awarded, for each fiscal year during the Employment Period, an annual cash bonus (the “Annual Bonus”; which shall include, without limitation, any other annual cash bonus plan or program provided to Executive such as the Short Term Incentive Plan or any other similar plan, but shall not include any cash sign-on, relocation, retention or other special bonus or payments. ) based upon in cash at least equal to the greater of (a) the average (annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive has been employed by the Company annual EBITDA and/or other financial and non-financial performance targets for less than twelve full months) bonus (the “Performance TargetsAverage Annual Bonus”)) paid or that has been earned and accrued, established but unpaid to the Executive by the Board; provided that if any such Performance Target is based on Company annual EBITDAand its affiliated companies in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, EBITDA shall be (b) the Annual Bonus paid for the fiscal year immediately preceding the Effective Date, or (c) the target bonus associated with the Company achieving its 100 percent target payout level as determined in the same manner, and accordance with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as terms of April 6, 2012, among the Company, ’s bonus plans for senior executives for the Guarantors (as defined therein) party thereto, fiscal year immediately preceding the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time Effective Date (the “Credit AgreementTarget Bonus”); the greater of clauses (a), is determined (b) or (c) to be referred to as the “Highest Annual Bonus”) and shall not be reduced for purposes the application of the Credit AgreementCompensation Committee’s discretion to reduce such bonus or bonus funding, or increased to reflect additional amounts that may be paid or payable if the Company exceeds target. The amount of the Each such Annual Bonus shall be based upon paid no later than the 15th day 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 pursuant to any nonqualified plan of the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum any portion of the Annual Base Salary and the target or Annual Bonus electively deferred by the Executive pursuant to a qualified or a non-qualified plan including, but not limited to, the Hologic, Inc. Deferred Compensation Plan or any successor thereto (the “Target Total CompensationDCP”) for any such Fiscal Year shall be no less than included in determining the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensationthe Average Annual Bonus. Each such If the fiscal year of any successor to this Agreement, as described by Section 11(c) herein, is different than the Company’s fiscal year at the time of the Change of Control, then the Executive shall be paid (i) the Annual Bonus shall be payable within thirty that would have been paid upon the end of Company’s fiscal year ending after the Change of Control, and (30ii) 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 “shortpro-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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the rata Annual Bonus for any applicable months of service performed following the end of the Company’s fiscal year, but prior to the first day of the successor’s fiscal year will immediately following the Change of Control. The Annual Bonuses thereafter shall be payable pursuant based on the successor’s first full fiscal year beginning after the Change of Control and successive fiscal years thereafter. “Pro Rata Bonus” shall mean an amount equal to a “qualified performance-based compensation” bonus plan the Bonus Amount (average of the Annual Bonuses paid or that has been approved earned and accrued, but unpaid during the three full fiscal years ended prior to the Date of Termination) multiplied by a fraction the stockholders numerator of which is the Company number of months worked in accordance with the provisions for such approval under Section 162(m) fiscal year through the Date of the Code Termination and the regulations promulgated thereunder, and on denominator of which is 12. Any partial months shall be rounded to the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereundernearest whole number using normal mathematical convention.

Annual Bonus. With respect to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the The Executive shall be eligible to receive an participate in the Company’s annual cash bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA programs as 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 effect from time to time (the “Credit AgreementBonus Programs”), to the extent implemented under the Revlon Executive Incentive Compensation Plan or such successor plan as shall be in effect from time to time (the “Incentive Compensation Plan”), is determined with a target bonus of 100% of Base Salary, and with the amount actually paid based on the degree to which performance objectives set by the Compensation Committee or its designee are achieved, subject to the terms and conditions of such Bonus Programs and the Incentive Compensation Plan. In the event that the Executive’s employment shall terminate pursuant to Section 4.4 during any calendar year, the Executive’s bonus with respect to the year during which such termination occurs shall be pro-rated (the “Pro-Rated Bonus”) for purposes the actual number of the Credit Agreement. The amount days of the Annual active employment during such year and such Pro-Rated Bonus shall be payable (i) if and to the extent bonuses are payable to other executives under the Bonus Programs for that year based upon the Company’s attainment achievement of the Performance Targetsobjectives set for that year and not including any discretionary bonus amounts which may otherwise be payable to other executives despite non-achievement of bonus objectives for such year, as determined by and (ii) on the Board (or any authorized committee date bonuses would otherwise be payable to executives under the Bonus Programs, but no later than March 15th of the Boardyear following the year to which the bonus relates. Notwithstanding anything herein or contained in the Bonus Programs and/or the Incentive Compensation Plan to the contrary, in the event that the Executive’s employment shall terminate pursuant to Section 4.4 during any calendar year, the Executive shall also be entitled to receive the Executive’s bonus (if not already paid) with respect to the year immediately preceding the year of termination (if bonuses with respect to such year are payable to other executives based upon achievement of bonus objectives, and not based upon discretionary amounts which may be paid to other executives despite non-achievement of bonus objectives) as and when such bonuses would otherwise be payable to executives under the Bonus Programs despite the fact that the Executive may not be actively employed on such date of payment (the “Prior Year Bonus”). Notwithstanding anything herein to the contrarycontrary contained herein, with respect to each subsequent Fiscal Year that ends during for the Termyear ending December 31, commencing with Fiscal Year 20122020, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year Executive’s annual bonus opportunity shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis targeted at 100% of the Executive’s or Base Salary (without proration); provided, that (i) in no event will the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) bonus awarded thereunder be less than 100% of the Code Executive’s Base Salary ($820,000), and (ii) it shall be payable at the regulations promulgated thereundersame time as other executives’ bonuses are paid, but no later than March 15, 2021 (the “2020 Guaranteed Bonus”), provided that Executive remains employed through the payment date, unless this Agreement is terminated pursuant to Sections 4.1, 4.2 or 4.4.

Annual Bonus. With respect In addition to the Base Salary, for each Fiscal Year fiscal year of the Company that ends during the TermEmployment Period, commencing beginning with Fiscal Year 2012the fiscal year starting January 1, 2001, the Executive shall be eligible entitled to receive an annual cash participate in a bonus pool (the “Annual Bonus”) based upon Company annual EBITDA and/or "Bonus Pool"), the only other financial and non-financial performance targets participant in which shall be Xxxxxxx Xxxxxx (the “Performance Targets”)"Other Pool Participant" and, 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 together with the same adjustmentsExecutive, as Consolidated EBITDA the "Pool Participants"). The Bonus Pool shall equal 30% of the amount of Net Pre-Tax Profits (as defined in Section 3(b)(1) herein) for such fiscal year, reduced by the Credit Agreement, entered into as amount of April 6, 2012, among any payments made to the Company, Participants in connection with a termination of employment during 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 fiscal year. The percentage of the Credit Agreement. The amount of Bonus Pool to be paid to the Annual Bonus Executive shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee Compensation Committee of the Board). Notwithstanding anything herein Board in its sole discretion for each fiscal year during the Employment Period (the "Bonus Percentage " and, as applied to the contraryBonus Pool, with respect the "Bonus Formula"); provided that the sum of the Bonus Percentages for both Pool Participants shall at no time be less than 100%. Upon any termination of employment of the Other Pool Participant during a fiscal year, the Bonus Percentage of the Executive shall automatically increase to 100% for periods beginning after such termination of employment. In addition, Executive shall be entitled to a minimum bonus award for each subsequent Fiscal Year fiscal year that ends during the Term, commencing with Fiscal Year 2012, Employment Period of $150,000 (the sum of the Annual Base Salary "Minimum Bonus Award"). The Minimum Bonus Award and the target Annual Bonus (Formula are collectively referred to herein as the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual "Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal YearAward". To the extent that necessary to avoid the Company becomes subject to Section 162(m) limitation on the federal tax deductibility of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus Award for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Internal Revenue Code and of 1986, as amended, payment thereof may, at the regulations promulgated thereunder, and on the basis sole discretion of the Executive’s or Company, be either (i) made pursuant to the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with 's Section 162(m) Cash Bonus Plan or such other comparable plan adopted by the Company, the continued effectiveness of which may be contingent upon the approval of the Code Company's stockholders, or (ii) deferred to the first taxable year of the Company in which the payment would be fully deductible. Except as provided in the preceding sentence, the Bonus Award for a fiscal year shall be payable as soon as practicable after the release of the Company's audited financial statements for such fiscal year, but in no event later than 90 days after the end of the fiscal year. In the case of a deferral under Clause (ii) above, amounts deferred shall be credited with such interest and on such other terms as the Company and the regulations promulgated thereunderExecutive shall mutually agree.

Annual Bonus. With respect to (i) For each Fiscal Year that ends fiscal year ending during the Term, commencing with Fiscal Year 2012, the Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the Annual Bonus shall be based upon the CompanyExecutive’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus opportunity equal to 100% of Base Salary (the “Target Total CompensationAnnual Bonus Opportunity”) for any such Fiscal Year shall be no less than the Target Total Compensation ). The actual Annual Bonus earned for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall fiscal year in which the Merger occurs will be payable within thirty (30) days following earned based on the completion performance targets established by XO Group in the ordinary course 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 business consistent with past practice as set forth in Article Vthe schedules to the Merger Agreement, 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 Effective Date and ending on the last day achievement of such Fiscal Yeartargets at the end of such year to be determined by the Board. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for In any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company following the fiscal year in which the Merger occurs, Executive will remain eligible to earn a Target Annual Bonus Opportunity, in accordance with the provisions bonus program to be administered by the combined Company (i.e., WeddingWire, XO Group and their respective subsidiaries) for its combined senior executives (including for the avoidance of doubt the WeddingWire Co-CEO), with the actual Annual Bonus to be earned for each such approval under Section 162(m) year to be determined based on attainment of the Code annual combined Company (i.e., WeddingWire, XO Group and the regulations promulgated thereunder, their respective subsidiaries) and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating applicable individual performance criteria and objectives established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code Board (the “Compensation Committee”) that are consistent with those established for the other senior executives of the combined Company (including for the avoidance of doubt the WeddingWire Co-CEO). The Annual Bonus, if earned, will be paid to the Executive within a reasonable time after completion of the fiscal year for which performance is being measured (subject to Executive’s continued employment through the end of such year), but in no event later than March 15 of the year following the year in which the Annual Bonus is earned. (ii) Notwithstanding the foregoing, in the event that Executive’s employment is terminated without Cause, Executive resigns with Good Reason or Executive resigns by a Safe Harbor Resignation, Executive shall receive payment of a pro-rata Annual Bonus for the year of termination, equal to the product of (x) the Target Annual Bonus Opportunity, multiplied by (y) a fraction, the numerator of which is the number of days Executive is employed by the Company during the applicable year prior to and including the date of termination and the regulations promulgated thereunderdenominator of which is 365, to be paid as soon as practicable following such date of termination, but in no event later than March 15 of the year following the year in which such date occurs.

Annual Bonus. With respect to For each Fiscal Year that ends fiscal year ending during the TermEmployment Period, commencing with Fiscal Year 2012, the Executive shall be eligible have the opportunity to receive an annual cash bonus (the “"Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”Target Bonus Opportunity"), established by the Board; provided that if any such Performance Target is based on Company annual EBITDAthe achievement of target levels of performance, EBITDA shall be determined in equal to 100% of his Base Salary, so long as Executive is employed on 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 last day of the Credit Agreementfiscal-year. The Depending on actual results as measured against the performance objectives established, Executive's actual bonus payment may range from zero to a maximum of 150% (or such other greater amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board or a committee thereof) of Executive's Base Salary for each full fiscal year during the Employment Period. In the event the Employment Period is not extended due to the Company's giving a notice of nonextension pursuant to Section 1 above, the Company shall pay Executive a bonus payment for the final fiscal year of such Employment Period of no less than a pro rata amount equal to the number of months during which Executive was employed multiplied by Executive's Annual Target Bonus Opportunity for the year. The actual bonus, if any, payable for any such year shall be determined in accordance with the terms of the Company's Executive Officers' Bonus Plan (the "Annual Plan") or any successor plan, based upon the performance of the Company and/or Executive against target objectives established under such Annual Plan. The determination of whether and to what extent the requisite performance objectives have been met shall be made by the Board or the Board committee responsible for administering the Annual Plan, whose determination shall be final. Subject to Executive's election to defer all or a portion of any annual bonus payable hereunder pursuant to the terms of any deferred compensation or savings plan or arrangement maintained or established by the Company, any annual bonus payable under this Section 3(b) shall be paid to Executive in accordance with the terms of the Annual Plan, provided, however, that, regardless of the terms of such Annual Plan, Executive shall have the right to defer payment of up to that portion of his annual bonus which, when coupled with any portion of his Base Salary deferred for the same year of service, does not exceed 50% (or any authorized committee such greater percentage as the Company shall permit) of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual his Base Salary and his annual bonus, provided, however, any portion of Executive's annual bonus which would not be deductible to the target Annual Bonus Company pursuant to the provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Target Total Compensation”) for any such Fiscal Year "Code"), shall be no less than the Target Total Compensation for the immediately preceding Fiscal Yeardeferred. See Exhibit A for actual historical Annual Unless Executive shall otherwise elect a different payment date or dates or a different number of payments, any portion of Executive's annual bonus and/or Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus Salary which is deferred in accordance with this Section 3 (whether at Executive's election or by reason of Section 162(m)) shall be payable within thirty (30) days to Executive in a single lump sum as soon as practicable following the completion end of the audited financials Employment Period 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 reason and shall be payable credited with respect to any Fiscal Year unless the Executive remains continuously employed with the Company during the period beginning interest, on the Effective Date and ending a compounded basis, on the last day of each calendar quarter, at 1% above the prime rate (as reported in The Wall Street Journal, Eastern Edition), as in effect on the first day of each such Fiscal Yearcalendar quarter. To Any election by Executive to change the extent that the Company becomes subject to Section 162(m) timing of 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 “qualified performance-based compensation” bonus plan that has been approved by the stockholders distribution of the Company deferred amounts and/or the number of payments to be made shall be made in accordance writing in a calendar year prior to the date payment is to be made, and shall only be effective if Executive completes at least six months' additional service as an employee following the date any such election is filed with the provisions for such approval under Section 162(m) Secretary of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunder.

Annual Bonus. With respect to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the Executive (a) The Employee shall be eligible to receive an annual cash bonus discretionary incentive payment (the “Annual Bonus”) under the Company’s annual bonus plan based on a target bonus opportunity of 40% of the Employee’s Base Salary, payable based upon the attainment of one or more pre-established Company annual EBITDA and/or other financial and non-financial personal performance targets goals (the “Performance TargetsGoals”), as established by the BoardCompany in consultation with the Employee prior to the commencement of the relevant fiscal year; provided that if the actual amount of any such Performance Target is based on Company annual EBITDA, EBITDA Annual Bonus shall be entirely within the discretion of the Company. Effective as of the Company’s fiscal year commencing on January 1, 2021, the Employee’s annual target bonus opportunity will be increased from 40% of the Employee’s Base Salary to 80% of the Employee’s Base Salary. Any Annual Bonus is not earned until the date that such Annual Bonus is actually determined to be payable to the Employee (but subject to the Employee’s continued employment with the Company on the date of payment). Subject to paragraph 6(b) of this Agreement, in the same mannerevent that the Employee’s employment with the Company terminates for any reason whatsoever, the Employee will cease to be eligible for payment of any portion of an Annual Bonus, prorated or otherwise, for a fiscal year effective the Employee’s “Disqualification Date”, unless otherwise required by the British Columbia Employment Standards Act (the “ESA”). The Annual Bonus shall not form any part of the Employee’s remuneration package, and with is solely discretionary in nature. (b) In the same adjustmentsevent that the Company terminates the Employee’s employment without cause pursuant to either paragraph 13 or paragraph 14 of this Agreement, as Consolidated EBITDA the Employee will remain eligible for only the following: (i) If the Termination Date or COC Termination Date (as defined in the Credit paragraph 13 and paragraph 14 of this 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 as applicable is after the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes end of the Credit Agreement. The amount most recently completed fiscal year but prior to the date of the Annual Bonus shall be based upon either the Company’s attainment determination of whether any Annual Bonus is payable to the Employee for such most recently completed fiscal year or the payment date for any Annual Bonus actually awarded by the Company to the Employee for such most recently completed fiscal year, the Employee will remain eligible for an Annual Bonus for such most recently completed fiscal year (“Final Full Fiscal Year Annual Bonus”) in accordance with, and subject to, the terms herein. If the Company has not yet determined whether any Final Full Fiscal Year Annual Bonus is payable to the Employee for such most recently completed fiscal year, the Company will assess the Performance Goals in accordance with its Annual Bonus review process in a manner consistent with any other eligible recipients. For greater certainty, if as of the Performance TargetsTermination Date or COC Termination Date, as determined the Company has awarded a Final Full Fiscal Year Annual Bonus to the Employee but not yet paid it to him, the Employee will receive such Final Full Fiscal Year Annual Bonus. Any Final Full Fiscal Year Annual Bonus awarded by the Board (or any authorized committee of the Board). Notwithstanding anything herein Company to the contrary, with respect to each subsequent Fiscal Year that ends during Employee will be paid at the Term, commencing with Fiscal Year 2012, same time as when the sum of Company employed the Annual Base Salary and the target Employee; and (ii) A prorated Annual Bonus (the “Target Total CompensationProrated Annual Bonus”) for any such Fiscal Year shall be no less than the Target Total Compensation fiscal year in which the Employee’s employment with the Company is terminated without cause prorated for the immediately preceding Fiscal Yearnumber of months that the Employee is employed by the Company and discharging his employment duties for the Company in such fiscal year up to the Termination Date or COC Termination Date, as applicable, in accordance with, and subject to, the terms herein. See Exhibit A for actual historical Annual Base Salary, target The Company will determine whether any Prorated Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be is payable within thirty (30) days following to the Employee after 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved in which the Employee’s employment is terminated by the stockholders of Company. The Company will assess the Company Performance Goals in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or its Annual Bonus review process in a manner consistent with any other operating criteria established eligible recipients. Any Prorated Annual Bonus awarded by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of Company to the Code and Employee will be paid at the regulations promulgated thereundersame time as when the Company employed the Employee.

Annual Bonus. With respect During the term of this Agreement, Employee shall have a target annual bonus opportunity equal to each Fiscal Year that ends 135% of his base salary at the highest annualized rate in effect during the Term, commencing with Fiscal Year 2012, the Executive shall be eligible to receive an annual cash year preceding payment of such bonus (the “Annual Target Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (). During the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit term of this Agreement, entered into as Employee shall participate under the currently existing cash annual incentive plan of April 6NCI Building Systems, 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 theretoInc., as amended and restated from time to time (the “Credit AgreementBonus Plan”))) or, if the Bonus Plan is determined amended, replaced or superseded, under any amended, replacement or successor bonus program adopted for purposes senior executives of the Credit AgreementCompany and its Affiliates. The amount Bonuses, if any, paid to Employee pursuant to the Bonus Plan shall be paid after the end of each fiscal year of the Annual Bonus shall be based upon Company at the Company’s attainment same time as bonuses are paid to other participants, but no later than March 15 of the Performance Targets, following calendar year. Employee understands that bonuses cannot be earned under the Bonus Plan except as determined specifically set forth therein based on the level of participation specified by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contraryCompensation Committee in its discretion, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and but acknowledging the target Annual Bonus (annual bonus opportunity set forth herein, and, if the “Target Total Compensation”) employment of a participant terminates for any such Fiscal Year shall be no less than reason prior to certain dates specified in the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 VPlan, no bonus shall be payable with respect to thereunder except as expressly provided in this Section 4 and in Section 5 of this Agreement. In the event that Employee’s employment terminates for any Fiscal Year unless the Executive remains continuously employed with reason other than by the Company during for Cause, after the period beginning end of the fiscal year but before payment of the bonus for that fiscal year, Employee shall be entitled to receive the amount of the bonus that would have otherwise been payable under the Bonus Plan, as determined by the Compensation Committee, on the Effective Date and ending on the last day of such Fiscal Yeardate bonuses are paid to other participants. To the extent Employee also understands that the Company becomes Bonus Plan may be amended, replaced, superseded or terminated at any time and from time to time by the Board in its sole discretion, but in such event, Employee will still have the opportunity to earn a bonus subject to Section 162(m) the achievement of 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 “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria performance goals established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of at the Code and the regulations promulgated thereundertarget annual bonus level set forth herein.

Annual Bonus. With respect to For each Fiscal Year that ends fiscal year ending during the TermEmployment Period, commencing with Fiscal Year 2012, the Executive shall be eligible have the opportunity to receive an annual cash bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance TargetsTarget Bonus Opportunity”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDAthe achievement of target levels of performance, EBITDA shall be determined in equal to 100% of his Base Salary, so long as Executive is employed on 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 last day of the Credit Agreementfiscal year. The Depending on actual results as measured against the performance objectives established, Executive’s actual bonus payment may range from zero to a maximum of 150% (or such other greater amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board or a committee thereof) of Executive’s Base Salary for each full fiscal year during the Employment Period; provided, however, that, so long as Executive remains employed through December 31, 2009, Executive’s annual bonus for 2009 will not be less than 75% of his Base Salary for 2009. The actual bonus, if any, payable for any such year shall be determined in accordance with the terms of the Company’s Executive Officers’ Bonus Plan (the “Annual Plan”) or any authorized committee successor plan, based upon the performance of the Board)Company and/or Executive against target objectives established under such Annual Plan. Notwithstanding anything herein The determination of whether and to what extent the requisite performance objectives have been met shall be made by the Board or the Board committee responsible for administering the Annual Plan, whose determination shall be final. Subject to Executive’s election to defer all or a portion of any annual bonus payable hereunder pursuant to the contraryterms of any deferred compensation or savings plan or arrangement maintained or established by the Company, any annual bonus payable under this Section 3(b) shall be paid to Executive in accordance with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum terms of the Annual Base Salary and Plan; provided, however, any portion of Executive’s annual bonus which would not be deductible to the target Annual Bonus Company pursuant to the provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Target Total CompensationCode”) for any such Fiscal Year ), shall be no less than the Target Total Compensation deferred; provided further, however, that Executive’s annual bonus for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus 2009 shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year paid to which such Annual Bonus relateshim in a single lump sum, but in any event within the period required by Section 409A, such that it qualifies as a “short-term deferral” pursuant subject to Section 1.409A-1(b)(410(o) below, on March 17, 2010. Any portion of the Department of Treasury Regulations. Notwithstanding the foregoing, except as set forth Executive’s annual bonus which is deferred in Article V, no bonus shall accordance with this Section 3 because it would otherwise not be payable with respect to any Fiscal Year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject deductible due to Section 162(m) of the Code shall be paid to Executive in a single lump sum, subject to Section 10(o) below, ten (10) days following Executive’s “separation from service” (as defined in Treas. Reg. § 1.409A-1(h)) with the Company for any reason and all applicable post-initial public offering transition periods have expired shall be credited with respect to applicable Company plansinterest, on a compounded basis, on the last day of each calendar quarter, at 1% above the prime rate (as reported in The Wall Street Journal, Eastern Edition), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company as in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and effect on the basis first day of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereundereach such calendar quarter.

Annual Bonus. With respect (i) In addition to each Fiscal Year that ends the Annual Base Salary, during the Term, commencing with Fiscal Year 2012Employment Period, the Executive shall be eligible to receive an annual cash bonus compensation (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among pursuant to the Company, the Guarantors (’s bonus plan for key executives as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended in effect from time to time (the “Credit AgreementBonus Plan”). (ii) The Annual Bonus (including any pro rata portion thereof, to the extent payable under this Agreement), is determined for if any, shall be paid no later than two and one-half months following the end of the calendar year to which such Annual Bonus corresponds. (iii) For purposes of calculating the Credit Agreement. The Annual Bonus applicable to the 2022 fiscal year, the target amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board a pro rata amount equal to: (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum 1) sixty per cent (60%) of the Annual Base Salary for the period January 1, 2022 through November 6, 2022, plus (2) seventy per cent (70%) of the Annual Base Salary for the period commencing on the Effective Date through December 31, 2022. (iv) For purposes of calculating the Annual Bonus applicable to the 2023 fiscal year (and also to fiscal years during the Employment Period from and after 2023), the target Annual Bonus (amount of the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty seventy percent (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)(470%) of the Department of Treasury Regulations. Notwithstanding the foregoing, except Annual Base Salary. (v) The target amounts as set forth in Article VSections 2(b)(iii) and (iv) are referred to herein as the “Target Bonus Amount”, 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 Effective Date and ending on the last day of such Fiscal Year. To the extent as applicable, it being understood that the Company becomes subject to Section 162(m) actual amount of the Code (and all applicable post-initial public offering transition periods have expired with respect Annual Bonus, if any, to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved determined by the stockholders of Board or the Company Committee in accordance with the provisions Bonus Plan. (vi) Except as otherwise provided in Section 5(a) of this Agreement, (i) in order to receive the Annual Bonus, the Executive must remain continuously employed by the Company and Holdco through the applicable payment date for such approval under Section 162(m) of the Code and the regulations promulgated thereunderbonus, and (ii) for any year during which the Executive is employed by the Company and Holdco for less than the entire calendar year, the Annual Bonus, if any, shall be determined based on actual performance, pro-rated for the period during which the Executive was employed during such calendar year (based on the basis number of days in such calendar year the Executive’s Executive was so employed divided by 365), as determined in good faith by the Board or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderCommittee.

Annual Bonus. With respect to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the Executive Employee shall be eligible to receive an annual cash for discretionary bonus compensation for each complete calendar year that Employee is employed by the Company hereunder (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the Each Annual Bonus shall be based upon have a target value that is not less than 100% of Employee’s Base Salary as in effect on the Company’s attainment last day of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year calendar year to which such Annual Bonus relates, but relates (the “Bonus Year”) and a maximum value equal to 200% of Employee’s Base Salary as 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 Effective Date and ending effect on the last day of such Fiscal Bonus Year. To The performance targets that must be achieved in order to be eligible for certain bonus levels shall be established by the extent Board (or a committee thereof) annually, in its sole discretion, and 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 50% of Employee’s Base Salary, pro-rated for the portion of the 2017 calendar year that Employee is employed by the Company becomes subject hereunder (the “2017 Guaranteed Bonus”) and (ii) be eligible to Section 162(m) receive a discretionary bonus with a target value that is not less than 50% of Employee’s Base Salary and a maximum value equal to 100% of Employee’s Base Salary (the “2017 Performance Bonus”), which 2017 Performance Bonus shall be pro-rated for the portion of the 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 2017 calendar year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved Employee is employed by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code hereunder and the regulations promulgated thereunder, and based on the basis achievement of performance targets established by the Executive’s Board (or a committee thereof) related to the Company’s attainment 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 as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than March 15 following the end of objective financial or other operating criteria established 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 Compensation Committee in its sole good faith discretion Company from the Effective Date through the date on which such Annual Bonus (including the 2017 Guaranteed Bonus and in accordance with Section 162(m2017 Performance Bonus) of the Code and the regulations promulgated thereunderis paid.

Annual Bonus. With respect to For each Fiscal Year calendar year that ends during the Term, commencing with Fiscal Year 2012Employment Period, the Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among pursuant to 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 ’s Management Incentive Bonus Plan or any successor plan that is in effect from time to time (any such bonus, the “Credit AgreementIncentive Bonus”)), is determined . The Executive’s target Incentive Bonus amount for purposes a particular calendar year of the Credit Agreement. The amount Company shall equal one hundred and fifty percent (150%) of the Annual Bonus shall be based upon the CompanyExecutive’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus for that calendar year (the “Target Total CompensationBonus Amount”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period required by Section 409A, such ); provided 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established actual Incentive Bonus amount for a particular calendar year shall be determined by the Compensation Committee in its sole good faith and unfettered discretion taking into account performance objectives (which shall include corporate and individual objectives) established with respect to that particular calendar year by the Compensation Committee, and may be more or less than the Target Bonus Amount. The Target Bonus Amount shall be reviewed for increase by the Compensation Committee no less frequently than annually during the customary annual review period for other senior executives and may be increased in accordance with Section 162(m) the discretion of the Code Compensation Committee. Any such increase in the Target Bonus Amount shall constitute the “Target Bonus Amount” for purposes of this Agreement. For the calendar year 2019, the Executive’s Target Bonus Amount shall be pro-rated (calculated as the Target Bonus Amount for the entire 2019 calendar year multiplied by a fraction the numerator of which is equal to the number of days the Executive was employed as an employee in the 2019 calendar year and the regulations promulgated thereunderdenominator of which is 365. Except as otherwise set forth herein, the Executive must be actively employed by the Company throughout the applicable bonus measurement period and shall not have given notice of termination (other than for Good Reason (as set forth below), or been given notice by the Company of the termination of this Agreement for Cause (as set forth below) where such breach giving rise to Cause or Good Reason is not cured, at any time during the applicable bonus measurement period to be eligible to receive the Incentive Bonus.

Annual Bonus. With respect to each Fiscal Year that ends during the TermThe Company shall establish, commencing with Fiscal Year 2012, the Executive and Employee shall be eligible to receive participate in, an annual cash performance bonus plan under which Employee will be eligible for an annual bonus for each complete calendar year that Employee is employed by the Company hereunder (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial ). 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 “Performance TargetsBonus Year”). Employee’s target annual bonus will be at least 100% of Employee’s Base Salary, established by but 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. The actual amount of the Annual Bonus shall will be based upon determined in the Company’s attainment discretion of the Performance Targets, as determined by the Board (or any authorized a committee thereof) depending on performance. Each Annual Bonus, if any, shall be paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than March 15 following the end of the Board)such Bonus Year. Notwithstanding anything herein in this Section 3(b) to the contrary, with respect to each subsequent Fiscal Year that ends during the Termno Annual Bonus, commencing with Fiscal Year 2012if any, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for nor any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salaryportion thereof, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following for any Bonus Year unless Employee remains continuously employed by the completion of Company from the audited financials for Effective Date through the Fiscal Year to date on which such Annual Bonus relatesis paid; provided, but in any event within however, that if Employee ceases to be employed by the period required by Section 409ACompany (i) due to Employee’s resignation from employment for Good Reason, such that it qualifies (ii) as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) result of the Department death or Disability of Treasury Regulations. Notwithstanding Employee or (iii) as a result of 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 termination of Employee by the Company during without Cause, in each case, after the period beginning end of a Bonus Year but prior to the date on the Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all which any applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for such Bonus Year is paid, Employee shall be entitled to the full amount of any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderAnnual Bonus.

Annual Bonus. With respect In addition to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012Annual Base Salary, the Executive shall be eligible to receive awarded, for each fiscal year during the Employment Period, an annual cash bonus (the “Annual Bonus”; which shall include, without limitation, any other annual cash bonus plan or program provided to Executive such as the Short Term Incentive Plan or any other similar plan, but shall not include any cash sign-on, relocation, retention or other special bonus or payments.) based upon in cash at least equal to the greater of (a) the average (annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive has been employed by the Company annual EBITDA and/or other financial and non-financial performance targets for less than twelve full months) bonus (the “Performance TargetsAverage Annual Bonus”)) paid or that has been earned and accrued, established but unpaid to the Executive by the Board; provided that if any such Performance Target is based on Company annual EBITDAand its affiliated companies in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, EBITDA shall be (b) the Annual Bonus paid for the fiscal year immediately preceding the Effective Date, or (c) the target bonus associated with the Company achieving its 100 percent target payout level as determined in the same manner, and accordance with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as terms of April 6, 2012, among the Company, ’s bonus plans for senior executives for the Guarantors (as defined therein) party thereto, fiscal year immediately preceding the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time Effective Date (the “Credit AgreementTarget Bonus”); the greater of clauses (a), is determined (b) or (c) to be referred to as the “Highest Annual Bonus”) and shall not be reduced for purposes the application of the Credit AgreementCompensation Committee’s discretion to reduce such bonus or bonus funding, or increased to reflect additional amounts that may be paid or payable if the Company exceeds target. The amount of the Each such Annual Bonus shall be based upon paid no later than the 15th day 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 pursuant to any nonqualified plan of the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum any portion of the Annual Base Salary and the target or Annual Bonus electively deferred by the Executive pursuant to a qualified or a non-qualified plan including, but not limited to, the Hologic, Inc. Deferred Compensation Plan or any successor thereto (the “Target Total CompensationDCP”) for any such Fiscal Year shall be no less than included in determining the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensationthe Average Annual Bonus. Each such If the fiscal year of any successor to this Agreement, as described by Section 11(c) herein, is different than the Company’s fiscal year at the time of the Change of Control, then the Executive shall be paid (i) the Annual Bonus shall be payable within thirty that would have been paid upon the end of Company’s fiscal year ending after the Change of Control, and (30ii) 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 “shortpro-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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the rata Annual Bonus for any applicable months of service performed following the end of the Company’s fiscal year, but prior to the first day of the successor’s fiscal year will immediately following the Change of Control. The Annual Bonuses thereafter shall be payable pursuant based on the successor’s first full fiscal year beginning after the Change of Control and successive fiscal years thereafter. “Pro Rata Bonus” shall mean an amount equal to a “qualified performance-based compensation” bonus plan the Bonus Amount (average of the Annual Bonuses paid or that has been approved earned and accrued, but unpaid during the three full fiscal years ended prior to the Date of Termination) multiplied by a fraction the stockholders numerator of which is the Company number of months worked in accordance with the provisions for such approval under Section 162(m) fiscal year through the Date of the Code Termination and the regulations promulgated thereunder, and on denominator of which is 12. Any partial months shall be rounded to the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereundernearest whole number using normal mathematical convention.

Annual Bonus. With respect to For each Fiscal Year that ends fiscal year of the Company commencing during the Term, beginning with the Company’s fiscal year commencing with on January 30, 2010 and ending on January 31, 2011 (the “2010 Fiscal Year 2012Year”), the Executive shall be eligible to receive an annual performance-based cash bonus award (the each, an “Annual Bonus”) based upon Company pursuant to the Company’s annual EBITDA and/or other financial and non-financial performance targets bonus plan. The target amount of each Annual Bonus shall be equal to 100% of the Executive’s Base Salary (the “Performance TargetsTarget Bonus”), 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. The maximum amount of the Annual Bonus shall be based upon the Company’s attainment 200% of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Executive’s Base Salary and the target Annual Bonus (the “Target Total CompensationMaximum Bonus”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year). See Exhibit A for The actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty earned and paid based on the achievement of performance measure(s) (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relateseach, 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)(4Performance Measure”) of the Department of Treasury Regulationsas described below. Notwithstanding the foregoing, except as set forth in Article V, no bonus The Performance Measure(s) shall be payable with respect to any Fiscal Year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code Board (the “Compensation Committee”) no later than the end of the first quarter of each fiscal year commencing during the Term. The Compensation Committee shall establish a Performance Measure for the Target Bonus and a Performance Measure for the Maximum Bonus for each such fiscal year; provided that the Target Bonus for the 2010 Fiscal Year shall be earned if Operating Income (as defined below) for the 2010 Fiscal Year is 110% of the Operating Income achieved for the fiscal year of the Company ending January 29, 2010 (the “Target Operating Income”), and the regulations promulgated thereunderMaximum Bonus for the 2010 Fiscal Year shall be earned if Operating Income for the 2010 Fiscal Year is 120% of such Target Operating Income; and provided, further, that notwithstanding the foregoing, for the 2010 Fiscal Year, Executive shall receive an Annual Bonus of no less than one million dollars ($1,000,000). The Annual Bonus (whether it is the Target Bonus, the Maximum Bonus or an amount between the Target Bonus and the Maximum Bonus) earned for any fiscal year shall correspond to the Performance Measure(s) achieved for the applicable fiscal year of the Company when compared to the corresponding target Performance Measure(s). Such comparison shall be made on a straight-line interpolated basis and by reference to the Company’s audited consolidated financial statements for the applicable fiscal year.

Annual Bonus. With respect In addition to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012Annual Base Salary, the Executive shall be eligible to receive an receive, for each fiscal year ending during the Employment Period, a performance-based annual cash bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is payable in cash based on Company annual EBITDA, EBITDA shall achievement of performance measures to 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. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of consistent with past practice. The target-level Annual Bonus for each fiscal year ending during the Board). Notwithstanding anything herein Employment Period shall be at least equal to the contrary, with respect to each subsequent Fiscal Year that ends during greater of (A) the Term, commencing with Fiscal Year 2012, Executive’s target annual bonus in effect on the sum of Effective Date and (B) the Annual Base Salary and the target Annual Bonus average (the “Target Total Compensation”) annualized for any such Fiscal Year shall be no fiscal year in which the Executive has been employed by the Company for less than 12 full months) target bonus for which the Target Total Compensation for Executive was eligible in the three fiscal years immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensationthe fiscal year in which the Effective Date occurs. Each such Annual Bonus earned shall be payable within thirty (30) days paid no later than the 15th day of the third month of the fiscal year next following the completion fiscal year for which the Annual Bonus is earned unless the Executive shall have timely elected to defer the receipt of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within accordance with the period required by Section 409A, such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) terms of the Department of Treasury RegulationsCompany’s then applicable deferred compensation plan. Notwithstanding the foregoing, except as set forth in Article VSection 5, no bonus such Annual Bonus shall be payable with respect to any Fiscal Year fiscal year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending on the last day of such Fiscal Year. To fiscal year; provided that if the extent that Executive voluntarily retires in good standing after having attained age 55 with a minimum of five years of service with the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans)Company, the Annual Bonus for any applicable fiscal year will Executive shall, at the time the bonus would otherwise be payable pursuant to this Section 3(b)(ii), be eligible to receive a “qualified performance-based compensation” bonus plan that has been approved by in an amount, if any, equal to the stockholders product of (C) the Company in accordance with amount of bonus the provisions Executive would have received for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and year based on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) achievement of the Code applicable performance goals and (D) the regulations promulgated thereunderratio of (1) the number of days elapsed in the calendar year prior to such retirement and (2) 365.

Annual Bonus. With respect As additional compensation for services rendered, Executive will be eligible for an Annual Bonus. For the Contract Year 2020, Executive shall continue to participate in the Company’s and/or the Partnership’s annual cash bonus plan (“Annual Bonus Plan”) approved by the Compensation Committee of the Board for senior executives (including the Executive) in February 2020. For Contract Year 2021 and for each Fiscal Contract Year that ends thereafter during the Contract Term, commencing with Fiscal Year 2012, the Executive shall be eligible entitled to receive an participate in the Annual Bonus Plan approved for the Company’s senior executives, which, with respect to each such Contract Year will provide for (i) a “target” annual cash bonus amount equal to no less than 100% of the Annual Base Salary received by the Executive during such Contract Year, to be payable if the applicable performance goals set by the Compensation Committee are achieved at target level for the applicable Contract Year but do not reach the stretch level set by the Compensation Committee, (ii) a “threshold” annual cash bonus of 75% of the Annual Base Salary received by the Executive during such Contract Year, to be payable if the applicable performance goals set by the Compensation Committee are achieved at the threshold level for the applicable Contract Year but do not reach the “target” level set by the Compensation Committee; or (iii) a “stretch” bonus of 150% of the Annual Base Salary received by the Executive during such Contract Year, to be payable if the applicable performance goals set by the Compensation Committee are achieved at stretch level for the applicable Contract Year (the annual cash bonus earned for a Contract Year, the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Contract Year shall be no less than payable to the Target Total Compensation for Executive in cash in the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each Contact Year following the Contract Year in respect of which such Annual Bonus shall be payable within thirty relates, at the same time in such following year as any annual bonus for the preceding Contract Year is paid to any other Company and/or Partnership executive but in all events no later than the fifteenth (3015th) days day of the third (3rd) calendar month following the completion end of the audited financials for the Fiscal Contract Year with respect 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 The Executive shall be payable with respect entitled to any Fiscal Year unless the Executive remains continuously payment under an applicable Annual Bonus Plan if he is employed with the Company during the period beginning on the Effective Date and ending on the last day of the Contract Year in respect of which such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderrelates.

Annual Bonus. With respect In addition to each Fiscal Year that ends during the TermBase Salary, commencing with Fiscal Year 2012, the Executive Employee shall be eligible to receive an a discretionary annual cash performance bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-on Employer’s financial performance targets between January 1st and December 31st of each year (the “Performance TargetsBonus Year”), established under the following terms and conditions: (i) If the Compensation Committee determines that Employer’s financial performance met the threshold of the standards and measures (the “Threshhold Measures”) approved by the BoardCompensation Committee for the Bonus Year, Employee will be entitled to an Annual Bonus in an amount equal to ten percent (10%) of the Base Salary; (ii) If the Compensation Committee determines that Employer’s financial performance met the target of the standards and measures (the “Target Measures”) approved by the Compensation Committee for the Bonus Year, Employee will be entitled to an Annual Bonus in an amount equal to twenty percent (20%) of the Base Salary; provided and (iii) If the Compensation Committee determines that if any such Performance Employer’s financial performance was exceptional as compared to the standards and measures (the “Exceptional Measures”) approved by the Compensation Committee for the Bonus Year, Employee will be entitled to an Annual Bonus in an amount equal to fifty percent (50%) of the Base Salary. The Threshold Measures, Target is based on Company annual EBITDA, EBITDA Measures & Exceptional Measures shall be determined in and agreed upon by the same manner, and with parties within thirty (30) days from 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 AgreementEffective Date. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein paid to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable Employee within thirty (30) days following the completion close of the audited financials Bonus Year, in accordance with Employer’s usual payroll practices. The Annual Bonus for the Fiscal Year first Bonus Year, if any, will be paid on a pro-rata basis according to which such the start date of Employee. The Compensation Committee may, in its sole discretion, award an Annual Bonus relates, but that exceeds the amounts listed in any event within subsections (i) - (iii) above. Employee must be employed by Employer at the period required by Section 409A, such time 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will is paid in order to be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereundereligible for, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderto be deemed as having earned, such Annual Bonus.

Annual Bonus. With respect For each calendar year during the Term you will be eligible to earn an annual performance cash bonus (each, an “Annual Bonus”). Your target Annual Bonus will equal to 75% of your Base Salary (as of the last day of the calendar year to which the Annual Bonus pertains), though the actual amount of each Fiscal Year that ends Annual Bonus (if any) earned by you will be based on your and the Company’s achievement against applicable performance metrics (the “Bonus Performance Metrics”), to be established and determined by the Board in its sole discretion. To receive your Annual Bonus for any particular calendar year during the Term, commencing with Fiscal Year 2012you must, in addition to achieving the Executive shall be eligible applicable performance metrics, remain employed by the Company on the date the Annual Bonus is paid. 1. Option to receive an annual cash bonus take Annual Bonus in Equity on Lieu of Cash. Within thirty (30) days of calculation of your earned Annual Bonus for the applicable calendar year, you may elect to take equity securities of Parent (the “Annual BonusParent Units”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (in lieu of cash compensation for all or part of your Annual Bonus pursuant to the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA terms of this Section 3(b)1. Any portion of your Annual Bonus which you elect to receive in Parent Units shall be determined granted to you in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into Parent Units having an aggregate fair market value 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. The amount of the date such Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as would become payable (determined by the Board (or excluding you) in its good faith discretion) equal to the amount of your Annual Bonus; provided, that, you will be entitled to elect, in your sole discretion, to instead apply any authorized committee portion of your Annual Bonus, up to an aggregate amount equal to your then remaining and unfunded Executive Commitment, against your obligations in respect of the Board). Notwithstanding anything herein Equity Line, in which case you will receive Parent Units at the valuation set forth in, and subject to the contraryterms of, the Equity Line. For purposes hereof, the term “Equity Line” shall mean the equity commitment line that the Company shall implement together with New Enterprise Associates (“NEA”), and/or its affiliates, and other potential investors, and the term “Executive Commitment” shall mean the amount of your funding commitment with respect to each subsequent Fiscal Year that ends during the TermEquity Line, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 the definitive documents related thereto. All equity grants made pursuant to this Section 3(b)1 shall be payable with respect immediately vested, and shall not be subject to any Fiscal Year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans)repurchase, the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunderautomatic buyback, and on the basis of the Executive’s or the Company’s attainment of objective financial forfeiture, termination or other operating criteria established by similar provisions in the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderLLC Agreement or any other agreement.

Annual Bonus. With respect to each Fiscal Year that ends during During the Interim Employment Term, commencing with Fiscal Year 2012, the Executive shall be eligible to receive an earn a pro rata annual cash bonus award for fiscal year 2008 (based on the ratio of (i) the number of days Executive serves as the Chief Executive Officer of the Company during fiscal year 2008, to (ii) 365 days) (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets in a target amount (assuming Executive served as the Chief Executive Officer during the entire fiscal year) equal to 100% of Executive’s Base Salary (the “Performance TargetsTarget Bonus”) and a maximum bonus opportunity (assuming Executive served as the Chief Executive Officer during the entire fiscal year) of 481.4% of the Target Bonus, based upon the achievement of the performance goals established by the Board within the first three months of the fiscal year. Without limiting the foregoing, Executive’s Annual Bonus shall be calculated in accordance with the table attached hereto as Exhibit A (the “Annual Bonus Table”), established whereby the Annual Bonus that shall become payable for fiscal year 2008 shall be the pro-rata portion of the amount equal to the “Percentage of Base Salary” that corresponds with the highest “Level of Achievement” attained by the Board; provided that if any Company for such Performance Target is based year (which, as set forth on Company annual EBITDASchedule A, EBITDA shall be determined in tied to the same mannerCompany’s “EBITDA”). For these purposes, and with the same adjustments, Company’s “EBITDA” for fiscal year 2008 shall mean the “Consolidated EBITDA,” as Consolidated EBITDA (as such term is defined in the Term Loan Credit Agreement, entered into dated as of April 6February 13, 20122008, among Chill Intermediate Holdings, Inc., the Company, the Guarantors (as defined therein) lending institutions party thereto, the Lenders Barclays Capital (as defined therein“Barclays”) and General Electric Capital Corporation (“GECC”), JPMorgan Chase Bankas Joint Lead Arrangers, N.A.Barclays, Calyon New York Branch and GECC, as joint bookrunners, and GECC as the other parties theretoadministrative agent, as amended from may be amended, modified, extended, refinanced, renewed or replaced form time to time (time. The Company’s “Target” EBITDA for fiscal year 2008 shall be set forth on Schedule A attached hereto. The Annual Bonus, if any, shall be paid to Executive prior to the “Credit Agreement”)), is determined for purposes expiration of the Credit Agreement. The amount period ending two and one-half months after the end of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunder2008.

Annual Bonus. With respect (a) Subject to each Fiscal Year that ends during the TermSection 3.3(e), commencing with Fiscal Year 2012, the Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”)for each full calendar year beginning on or after January 1, established by the Board; provided 2011 that if any such Performance Target he 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. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Term (each such calendar year, a “Bonus Year”) in which the Effective Date Company achieves certain targets as set forth by the Compensation Committee, and ending on the last day amount of such Fiscal bonus shall have a target range of 100% to 150% of Executive’s Base Salary for the applicable Bonus Year. To ; provided that, for the extent that the Company becomes subject avoidance of doubt, Executive shall not be entitled to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the an Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by Bonus Year, unless the stockholders of Compensation Committee determines otherwise, in which the Company in accordance with the provisions for does not achieve such approval under Section 162(m) of the Code and the regulations promulgated thereundertargets, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established as determined by the Compensation Committee and provided, further, that Executive shall not be entitled to any Annual Bonus if Executive is terminated by the Company for Cause prior to the date of payment of such Annual Bonus. The Annual Bonus will be paid between January 1 and March 15 of the calendar year immediately following the Bonus Year (the “Payment Date”); provided, however, that if the Company’s accountants have not delivered the audited financial statements for such Bonus Year prior to the Payment Date, the Company may delay the Payment Date until the earlier to occur of (i) three (3) days following the Company’s receipt of such Bonus Year’s audited financial statements and (ii) June 30 of the calendar year immediately following the Bonus Year. The Company shall use its best efforts to ensure delivery of its audited financial statements for each Bonus Year on or before March 15 of the following calendar year. Each Bonus Year during the Term, the Compensation Committee will review the structure of the targets provided by it for the preceding Bonus Year and establish the targets for the Bonus Year as it deems appropriate. (b) For the calendar year beginning on January 1, 2010, Executive shall be eligible to receive an annual bonus (the “EBITDA Bonus”) as set forth in, and subject to the terms and conditions of, the Prior Employment Agreement as in its effect immediately prior to the Effective Date, which terms are set forth on Exhibit “B” to this Agreement and incorporated into this Agreement as if fully set forth herein. (c) In addition to the Annual Bonus, Executive shall be eligible to additional incentive bonus compensation in the sole good faith discretion of the Board, sitting without Executive (the “Discretionary Bonus” and together with the Annual Bonus and any Registration Statement Bonus (defined below), the “Bonuses”). The frequency, amount, and payment terms of any Discretionary Bonus shall be left to the exclusive discretion of the Board (sitting without Executive). (d) In addition to the Annual Bonus, in accordance with the event that the Shelf Registration Statement is declared effective by the SEC on or prior to June 29, 2011, Executive will receive an additional bonus (the “Registration Statement Bonus”) in the amount of $125,000. Any Registration Statement Bonus will be paid as soon as practicable but in no event later than 30 days following the effective date of the Registration Statement. (e) Notwithstanding anything to the contrary in Section 162(m3.3(a), if the Company does not make an initial filing of a shelf registration statement (the “Shelf Registration Statement”) registering the resale of the shares of the Company’s common stock that are “Registerable Shares” (as defined in that certain Registration Rights Agreement dated December 23, 2010 by and between the Company and the other parties thereto) on or prior to March 31, 2011, other than as a result of the Commission being unable to accept such filings (a “Registration Default”), then Executive, if employed by the Company and at any time is owed a Bonus under Section 3.3(a) or 3.3(c) of this Agreement with respect to services performed by Executive in 2011 (a “Subject Bonus”), shall forfeit 50% of the Code amount that would otherwise be payable to him as such Subject Bonus, and shall thereafter forfeit an additional 10% of the regulations promulgated thereunderamount that would otherwise be payable to him as such Subject Bonus for each complete calendar month any such Registration Default continues after March 31, 2011 until the Shelf Registration Statement is filed. The Company and Executive each acknowledges and agrees that that no bonuses, compensation, awards, equity compensation or other amounts shall be payable or granted in lieu of or to make Executive whole for any such forfeited bonuses and that this Section 3.3(e) provides the exclusive remedy as between the Company and Executive in respect of any Registration Default.

Annual Bonus. With respect to each Fiscal Year that ends during During the Term, commencing with Fiscal Year 2012, the Executive shall be eligible to receive earn an annual cash bonus award (the “Annual Bonus”) based upon in respect of each full fiscal year of the Company annual EBITDA and/or other financial and non-financial performance targets for which he was employed, in a target amount equal to [•]% of Executive’s Base Salary (the “Performance TargetsTarget Bonus”) and a maximum bonus opportunity of [•]% of the Target Bonus, based upon the achievement of the performance goals established by the Board within the first three months of each fiscal year during the Term. Without limiting the foregoing, Executive’s Annual Bonus shall be calculated in accordance with the table attached hereto as Exhibit A (the “Annual Bonus Table”), established by whereby 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. The amount of the Annual Bonus that shall become payable for any fiscal year shall be based upon the amount equal to the “Percentage of Base Salary” that corresponds with the highest “Level of Achievement” attained by the Company for such year (which, as set forth on Schedule A, shall be tied to the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board“EBITDA”). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012For these purposes, the sum of the Annual Base Salary and the target Annual Bonus (the Company’s “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period required by Section 409A, such that it qualifies as a “short-term deferralEBITDA” 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will shall mean the “Consolidated EBITDA,” as such term is defined in the Term Loan Credit Agreement, dated as of February 13, 2008, among Chill Intermediate Holdings, Inc., the Company, the lending institutions party thereto, Barclays Capital (“Barclays”) and General Electric Capital Corporation (“GECC”), as Joint Lead Arrangers, Barclays, Calyon New York Branch and GECC, as joint bookrunners, and GECC as the administrative agent, as may be payable pursuant amended, modified, extended, refinanced, renewed or replaced form time to a time. The Company’s “qualified performance-based compensationTarget” bonus plan that has been approved by EBITDA for fiscal year 2008 shall be set forth on Schedule A attached hereto. The Annual Bonus, if any, shall be paid to Executive prior to the stockholders expiration of the Company in accordance with period ending two and one-half months after the provisions for such approval under Section 162(m) end of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderapplicable fiscal year.

Annual Bonus. With respect to each Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the (a) Executive shall be eligible to receive earn an annual cash bonus (the “"Annual Bonus”") based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and accordance with the same adjustmentsterms hereof for each Fiscal ------------ Year which begins during the Employment Period. (b) The WKI Board or the Compensation Committee, as Consolidated EBITDA applicable, (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Companycollectively, the Guarantors (as defined therein"Board or Committee") party theretoshall establish written ------------------ performance goals, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and achievement of which will determine the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the Executive's annual bonuses for the 2003 Fiscal Year and later Fiscal Years that end during the Employment Period. In the case of the 2003 Fiscal Year, performance goals shall be set by the Board or Committee as soon as practicable after the Agreement Date. Performance goals for other Fiscal Years shall be established annually by the Board or Committee, after consultation with 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 for that Fiscal year shall be based upon equal to fifty percent (50%) (the Company’s attainment "Target Percentage") of ----------------- Executive's Base Salary (the Performance Targets"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 any authorized committee of the Board). Notwithstanding anything herein to the contraryCommittee, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target his Annual Bonus (the “Target Total Compensation”) for any such that Fiscal Year shall be no less than one hundred percent (100%) (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 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 Total Compensation for Annual Goals and the immediately preceding Fiscal Year. See Exhibit A for actual historical Maximum Annual Base SalaryGoals, target linear interpolation shall be applied to determine Executive's Annual Bonus and Target Total Compensation. Each for such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Regulationsyear. Notwithstanding the foregoing, except as set forth in Article Vfor the 2003 Fiscal Year, no bonus Executive's Target Annual Bonus shall be equal to fifty percent (50%) of Executive's Base Salary (or $137,500). Executive shall be guaranteed an Annual Bonus for the 2003 Fiscal Year of not less than $68,750, provided he remains actively employed by the Company through December 31, 2003. (c) Except as described in the following sentence, the Company shall pay the entire Annual Bonus that is payable with respect to any a Fiscal Year unless in a lump sum cash payment as soon as practicable after the Executive remains continuously employed with Board or Committee determines whether and the Company during degree to which Maximum Annual Goals or Target Annual Goals have been achieved following the period beginning on the Effective Date and ending on the last day close of such Fiscal Year. To Any such Annual Bonus shall in any event be determined and paid within ninety (90) calendar days after the extent end of the Fiscal Year; provided, however, that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the guaranteed $68,750 Annual Bonus for any applicable fiscal year will the 2003 Fiscal Year shall be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunderpaid on January 2, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunder2004.

Annual Bonus. With The Executive shall be eligible to participate in the Revlon Executive Annual Bonus Program as in effect from time to time, or such program or plans, if any, as may succeed it (the “Bonus Program”), with target bonus eligibility of 75% of Base Salary for achieving performance objectives set by the Compensation Committee or its designee, subject to the terms and conditions of such Bonus Program and the Revlon Executive Incentive Compensation Plan (the “Incentive Compensation Plan”). In the event that the Executive’s employment shall terminate pursuant to Section 4.4 during any calendar year, the Executive’s bonus with respect to each Fiscal Year the year during which such termination occurs shall be pro-rated for the actual number of days of active employment during such year and such bonus as pro-rated shall be payable (i) if and to the extent bonuses are payable to executives under the Bonus Program for that ends year based upon achievement of the objectives set for that year and not including any discretionary bonus amounts which may otherwise be payable to other executives despite non-achievement of bonus objectives for such year and (ii) on the date bonuses would otherwise be payable to executives under the Bonus Program. Notwithstanding anything herein or contained in the Bonus Program to the contrary, in the event that the Executive’s employment shall terminate pursuant to Section 4.4 during the Term, commencing with Fiscal Year 2012any calendar year, the Executive shall be eligible entitled to receive an annual cash the Executive’s bonus (if not already paid) with respect to the “Annual Bonus”) year immediately preceding the year of termination (if bonuses with respect to such year are payable to other executives based upon Company annual EBITDA and/or achievement of bonus objectives and not based upon discretionary amounts which may be paid to other financial and executives despite non-financial performance targets (achievement of bonus objectives) as and when such bonuses would otherwise be payable to executives under the “Performance Targets”)Bonus Program, established by despite the Board; provided fact that if any Executive may not be actively employed on 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 date 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. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board)payment. Notwithstanding anything herein to the contrarycontrary contained herein, with respect to each subsequent Fiscal Year that ends during for the Termyear ending December 31, commencing with Fiscal Year 20122018, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year Executive’s annual bonus opportunity shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis targeted at 75% of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion Base Salary (without proration) and in accordance with Section 162(m) no event will the bonus awarded be less than 75% of the Code Executive’s Base Salary ($450,000), and it shall be payable at the regulations promulgated thereundersame time as other executives’ bonuses are paid, but no later than March 15, 2019, provided that Executive remains employed through the payment date, unless this Agreement is terminated pursuant to Section 4.4. 3.

Annual Bonus. With respect to For each Fiscal Year complete calendar year that ends Executive is employed with the Company hereunder during the TermTerm (each such calendar year, commencing with Fiscal Year 2012a “Bonus Year”), the Executive shall be eligible to receive an annual cash bonus award (the each, an “Annual Bonus”) based upon Company annual EBITDA and/or under the Parent’s short-term incentive plan (as may be in effect from time to time, “STIP”), subject to and conditioned on the Parent’s overall performance and financial results together with any other financial terms and non-financial performance targets conditions of the STIP that may be established by the Board or the Compensation Committee of the Board (the “Compensation Committee”) for that Bonus Year (generally and collectively, the “STI Performance TargetsPlan”), . Unless otherwise established by the Board; provided that if any such Performance Target is based on Company annual EBITDABoard or the Compensation Committee, EBITDA the incentive opportunity available to Executive 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.based on, and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the each Annual Bonus shall be based upon the Company’s attainment have, a target value of no less than of 75% (“STI Bonus Target”) of the Performance Targets, annualized rate of Executive’s Effective Base Salary as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum last day of the Annual Base Salary and applicable Bonus Year. For the target 2018 calendar year, Executive will be eligible for a pro-rated Annual Bonus (the “Target Total Compensation2018 Bonus”) with a target value of 75% of Executive’s annual base earnings earned and received from the Company for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty 2018 (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 Regulationsreflected on Executive’s W-2). Notwithstanding the foregoing, except as (i) unless the Compensation Committee determines otherwise, Executive shall not be entitled to any payment of an Annual Bonus (or the 2018 Bonus) for any Bonus Year in which the Parent does not achieve the vesting requirements and other conditions set forth in Article Vthe applicable STI Performance Plan, 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established as determined by the Compensation Committee in its sole good faith discretion; (ii) the actual amount of each Annual Bonus (and the 2018 Bonus), if any, paid to Executive is subject to determination in the sole discretion of the Compensation Committee; (iii) Executive shall not be entitled to any Annual Bonus (or the 2018 Bonus) if Executive’s employment under this Agreement is terminated by the Company for Cause prior to the date of payment of such Annual Bonus (or the 2018 Bonus); and, (iv) subject to the exceptions set forth herein, Executive shall not be entitled to any Annual Bonus (or the 2018 Bonus) for any Bonus Year if Executive is not employed by the Company on the date the Compensation Committee approves payment of such Annual Bonus (or the 2018 Bonus). It is expected but not guaranteed that payment of the Annual Bonus (and the 2018 Bonus), if any, will be approved in accordance connection with Section 162(mthe finalization of the Parent’s annual financial statements for the Bonus Year to which it relates and paid as promptly as practicable following such approval but in no event later than December 31 of the year following the applicable Bonus Year. The Compensation Committee may, in its sole discretion, determine that up to 50% of the value of any Annual Bonus (and 2018 Bonus) shall be paid in stock of the Parent and the remainder of such Annual Bonus (and 2018 Bonus) be paid in cash. For each Bonus Year during the Term, the Compensation Committee will review the STIP and establish the structure, terms and conditions (including performance objectives, metrics, goals and incentive opportunities) of the Code STI Performance Plan and the regulations promulgated thereundertarget value of the incentive opportunity (“Effective STI Bonus Target”) provided to Executive for the Bonus Year as it deems appropriate.

Annual Bonus. With Commencing with the annual period November 1, 2004 through October 31, 2005 (the "Annual Period" and where the Annual Period shall represent Holdings' fiscal year) and for each Annual Period (or portion thereof, it being understood that with respect to each Fiscal Year any partial Annual Period hereunder the Annual Bonus shall be pro-rated based on the number of days in such Annual Period that ends Executive was an employee of the Company) thereafter during the Employment Term, commencing with Fiscal Year 2012, the Executive shall will be eligible to receive an annual cash a discretionary bonus (the “"Annual Bonus”). The target bonus for each Annual Period shall be 50% of Executive's Base Salary (with such Base Salary determined as of the end of the applicable performance period) based upon Company annual EBITDA and/or other financial and non-financial performance targets unless such target bonus percentage is subsequently increased by the CEO (the “Performance Targets”"Target Bonus"), . Based on the evaluation by the CEO in his sole and absolute discretion that the Executive achieved some or all of the goals established by the Board; provided that if any Company in its sole and absolute discretion (the "Established Goals") for 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 CompanyAnnual Period, the Guarantors (as defined therein) party thereto, CEO shall determine in his sole and absolute discretion 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. The amount of the Annual Bonus that will be paid to Executive and the CEO shall be also have the right in his sole and absolute discretion to increase the amount of Executive's Annual Bonus for any Annual Period based upon his evaluation that Executive exceeded the Company’s attainment Established Goals provided, however, Executive will be given the opportunity to provide to the CEO his own evaluation of the Performance Targets, as determined by the Board (or any authorized committee achievement of the Board)such Established Goals. Notwithstanding anything herein to the contrary, Executive may also provide his own input with respect to each subsequent Fiscal Year that ends during what objectives should constitute the Term, commencing with Fiscal Year 2012, Established Goals but the sum actual determination of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year Established Goals shall be no less than decided by the Target Total Compensation for the immediately preceding Fiscal YearCompany in its sole and absolute discretion. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Any Annual Bonus shall be payable paid to Executive within thirty ninety (3090) days following after the completion end of the audited financials for the Fiscal Year Annual Period and is subject to which such Annual Bonus relates, but in any event within the period required by Section 409A, such that it qualifies as Executive being 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 Company employee and on working status with the Company during the period beginning on the Effective Date and ending on through the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code and the regulations promulgated thereunderPeriod.

Annual Bonus. With respect to 1. For each fiscal year (“Fiscal Year that ends Year”) of the Company during the Employment Term, commencing with Fiscal Year 2012, the Executive shall be eligible given the opportunity to receive earn an annual cash incentive bonus (the “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets ). Executive’s target Annual Bonus Opportunity for each Fiscal Year during the Employment Term shall be set by the Compensation Committee, in their sole discretion. For Fiscal year 2010, Executive’s Annual Bonus Opportunity shall be 75% of his Base Salary (the “Performance TargetsAnnual Bonus Opportunity”), established by but prorated for 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 initial Fiscal Year of the Credit Agreement. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period required by Section 409A, such that Employment Term if 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 does not begin on the Effective Date and ending on the last first day of such Fiscal Year. To the extent that the Company becomes subject The actual Annual Bonus payable to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired Executive with respect to applicable Company plans), a Fiscal Year shall be dependent upon the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders achievement of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria performance objectives established by the Compensation Committee and may be greater or less than the Annual Bonus Opportunity depending on performance objective results. That portion of Executive’s Annual Bonus Opportunity for a Fiscal Year that is tied to objective targets established by the Compensation Committee may not be subsequently reduced by the Compensation Committee. The Compensation Committee shall have the sole right to determine whether Executive may be entitled to a discretionary bonus and to determine the criteria to be considered in its sole good faith discretion and in accordance with Section 162(m) making such decision. Except as otherwise provided herein, Executive must be an employee of the Code and Company or an affiliate of the regulations promulgated thereunderCompany on the date an Annual Bonus for a Fiscal Year is paid to be eligible for payment, which payment shall be at the same time as annual bonuses are paid to other similar executives of the Company. 2. Notwithstanding the forgoing, the Company will guarantee a minimum Annual Bonus payment of $75,000 for Fiscal Year 2010, payable in the form of restricted Company common stock under the Company’s 2006 Equity Incentive Plan, to be issued on or about the Effective Date (the “Restricted Shares”). The number of Restricted Shares will be determined by dividing $75,000 by the closing price of the Company’s common stock on the Effective Date, then rounded down to the nearest whole number. If Executive is employed by the Company on December 15, 2010, the restrictions will lapse as of such date. In the event Executive’s employment is terminated by the Company without Cause (as defined below), by Executive’s resignation for Good Reason (as defined below) or by Executive’s death prior to December 15, 2010, the restrictions will lapse as of the date of termination. In the event Executive’s employment is terminated by the Company for Cause or by Executive’s resignation without Good Reason prior to December 15, 2010, all of the Restricted Shares will be forfeited as of the date of termination. In the event Executive earns an Annual Bonus or any other bonus or annual incentive compensation for Fiscal Year 2010 in an aggregate amount in excess of $75,000, such excess amount shall be paid in cash.

Annual Bonus. With The Executive shall be eligible to participate in the Revlon Executive Annual Bonus Program as in effect from time to time, or such program or plans, if any, as may succeed it (the “Bonus Program”), with target bonus eligibility of 75% of Base Salary for achieving performance objectives set by the Compensation Committee or its designee, subject to the terms and conditions of such Bonus Program and the Revlon Executive Incentive Compensation Plan (the “Incentive Compensation Plan”). In the event that the Executive’s employment shall terminate pursuant to Section 4.4 during any calendar year, the Executive’s bonus with respect to each Fiscal Year the year during which such termination occurs shall be pro-rated for the actual number of days of active employment during such year and such bonus as pro-rated shall be payable (i) if and to the extent bonuses are payable to executives under the Bonus Program for that ends year based upon achievement of the objectives set for that year and not including any discretionary bonus amounts which may otherwise be payable to other executives despite non-achievement of bonus objectives for such year and (ii) on the date bonuses would otherwise be payable to executives under the Bonus Program. Notwithstanding anything herein or contained in the Bonus Program to the contrary, in the event that the Executive’s employment shall terminate pursuant to Section 4.4 during the Term, commencing with Fiscal Year 2012any calendar year, the Executive shall be eligible entitled to receive an annual cash the Executive’s bonus (if not already paid) with respect to the “Annual Bonus”) year immediately preceding the year of termination (if bonuses with respect to such year are payable to other executives based upon Company annual EBITDA and/or achievement of bonus objectives and not based upon discretionary amounts which may be paid to other financial and executives despite non-financial performance targets (achievement of bonus objectives) as and when such bonuses would otherwise be payable to executives under the “Performance Targets”)Bonus Program, established by despite the Board; provided fact that if any Executive may not be actively employed on 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 date 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. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board)payment. Notwithstanding anything herein to the contrarycontrary contained herein, with respect to each subsequent Fiscal Year that ends during for the Termyear ending December 31, commencing with Fiscal Year 20122018, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year Executive’s annual bonus opportunity shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis targeted at 75% of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion Base Salary (without proration) and in accordance with Section 162(m) no event will the bonus awarded be less than 75% of the Code Executive’s Base Salary ($450,000), and it shall be payable at the regulations promulgated thereundersame time as other executives’ bonuses are paid, but no later than March 15, 2019, provided that Executive remains employed through the payment date, unless this Agreement is terminated pursuant to Section 4.4.

Annual Bonus. With respect to each Fiscal Year that ends full fiscal year during the Term, Employment Term (commencing with Fiscal Year 2012the 2016 fiscal year), the Executive shall be eligible to receive earn an annual cash bonus award (the an “Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”)of an amount, 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, expressed as Consolidated EBITDA (as defined in the Credit Agreement, entered into as a percentage 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. The amount of the Annual Bonus shall be based upon the CompanyExecutive’s attainment of the Performance TargetsBase Salary, as determined by the Board (Board, or any duly authorized committee thereof, within the first three months of each fiscal year of the Employment Term (with it being understood that such percentage of Executive’s Base Salary is the “Target”), based upon the achievement of the performance targets established by the Board). Notwithstanding anything herein to , or any duly authorized committee thereof, within the contrary, with respect to first three months of each subsequent Fiscal Year that ends fiscal year during the TermEmployment Term and communicated to Executive in writing promptly thereafter. For the 2016 fiscal year, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Executive’s Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual 100% of Executive’s Base Salary, target performance targets shall be communicated in writing to Executive prior to the commencement of the Employment Term, and the amount of any bonus payment for 2016 shall be pro-rated based on the date of commencement of employment during 2016 and the Company’s pro-ration schedule under the Incentive Compensation Plan. Executive’s performance targets during the Employment Term shall be aligned with those established for the Company’s Chief Executive Officer. 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. Any Annual Bonus and Target Total Compensation. Each such Annual Bonus payable hereunder shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company determined in accordance with the provisions for such approval under Section 162(m) terms of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment Cash Incentive Plan, as currently in effect and as it may be amended from time to time, including any successor plan (the “Incentive Compensation Plan”). In the event of objective financial or other operating criteria established by a Change In Control as defined in the Incentive Compensation Committee in its sole good faith discretion and Plan, the annual bonus may be pro-rated in accordance with Section 162(m) the terms of the Code and the regulations promulgated thereunderIncentive Compensation Plan.

Annual Bonus. With respect to For fiscal year 2000 (ending on or about January 31, 2001) and for each Fiscal Year other fiscal year that ends begins during the TermEmployment Period (each such fiscal year, commencing with Fiscal Year 2012a "Bonus Year"), the Executive shall be eligible to receive an annual cash a bonus of up to 40% of Base Salary (the “Annual each, a "Bonus”") based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the Annual Bonus shall be based conditioned upon the Company’s attainment satisfaction of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”a) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary, target Annual Bonus and Target Total Compensation. Each such Annual Bonus shall be payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period 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 Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with the provisions for such approval under Section 162(m) of the Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria performance goals established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) of the Code Board of Directors of the Company (the "Committee") for such Bonus Year and (b) personal performance goals submitted by the Executive to, and approved by, the Chief Executive Officer and the regulations promulgated thereunderCommittee for such Bonus Year. Company and personal performance goals are herein referred to collectively as the "Performance Goals". The Performance Goals for each Bonus Year shall be established as soon as possible following the beginning of such Bonus Year. The Bonus earned for any Bonus Year shall be payable promptly (a) the Employment Period shall expire or terminate and (b) Employee is entitled to payment of a bonus pursuant to Section 5 hereof, the Bonus payable for the Bonus Year in which the Employment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, multiplied by a fraction, the numerator of which shall be the number of days of the Employment Period within the Bonus Year and the denominator of which shall be 365. For the purposes of determining the amount of Bonus payable pursuant to the immediately preceding sentence, it shall be assumed that all conditions to payment based upon performance by the Executive (e.g. personal performance goals) have been satisfied. Notwithstanding anything to the contrary contained herein or in the Employer's Bonus Plan, in the event (y) the Employment Period shall end for any reason whatsoever on a day prior to payment to Executive of a Bonus for the last full Bonus Year contained within the Employment Period, and (z) Executive would have been entitled to receive a Bonus for such last full Bonus Year had the Employment Period not ended - then, Employer shall pay to Executive the Bonus for such last full Bonus Year as and when such Bonus would have been paid had the Employment Period not ended.