Common use of Annual Bonuses Clause in Contracts

Annual Bonuses. The Parent Group shall be responsible for all bonus awards that would otherwise be payable under the Parent Annual Bonus Plans to SpinCo Group Employees or Former SpinCo Group Employees for all periods prior to the Distribution Date; provided that, with respect to fiscal year 2023, each such bonus award shall be based on: (i) in the case of the Parent EICP, the performance level certified by the Parent Compensation Committee and prorated based on the number of days elapsed from and including January 1 through the Distribution Date out of three hundred and sixty-five (365), and paid promptly following the Distribution Date, subject to the payment eligibility requirements of the Parent EICP and subject, to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable; or (ii) in the case of the Parent STIP, the target level, based on the employee’s pay grade prior to the Distribution Date and such employee’s straight-time wages paid in the plan year up to the Distribution Date and prorated based on the number of days elapsed from and including January 1 through the Distribution Date out of three hundred and sixty-five (365), and paid promptly following the Distribution Date, and subject, to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable. As of no later than the Effective Time, SpinCo shall establish the SpinCo EICP, which shall have substantially the same terms as of immediately prior to the Effective Time as the Parent EICP. SpinCo Group Employees who were covered by the Parent EICP immediately prior to the Distribution Date shall be eligible to participate in the SpinCo EICP, as applicable, on such terms as determined by SpinCo or required by an Individual Agreement. SpinCo Group Employees who participated in the Parent STIP shall be eligible to participate in the KRC Salaried Employees Incentive Plan for 2023 as of the Effective Date through the end of the plan year on a prorated basis.

Annual Bonuses. The Parent Group shall be responsible for all bonus awards that would otherwise be payable under the Parent Annual Bonus Plans to SpinCo Group Employees or Former SpinCo Group Employees for all periods prior to the Distribution Date; provided that, with respect to fiscal year 20232024, each such bonus award shall be based on: (i) in the case of the Parent EICP, the performance level certified by the Parent Compensation Committee and prorated based on the number of days elapsed from and including January 1 through the Distribution Date out of three hundred and sixty-five six (365366), and paid promptly following the Distribution Date, subject to the payment eligibility requirements of the Parent EICP and subject, to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable; or (ii) in the case of the Parent STIP, based on the results from the most recently completed quarter, the target level, level for such employee based on the employee’s pay grade prior to the Distribution Date and such employee’s straight-time wages paid in the plan year up to the Distribution Date and prorated based on the number of days elapsed from and including January 1 through the Distribution Date out of three hundred and sixty-five six (365366), and paid promptly following the Distribution Date, and subject, to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable. As of no later than the Effective Time, SpinCo shall establish the SpinCo EICP, which shall have substantially the same terms as of immediately prior to the Effective Time as those of the Parent EICPEICP as applicable to the SpinCo Group Employees. SpinCo Group Employees who were covered by the Parent EICP immediately prior to the Distribution Date shall be eligible to participate in the SpinCo EICP, as applicable, on such terms as determined by SpinCo or required by an Individual Agreement. SpinCo Group Employees who participated in the Parent STIP shall be eligible to participate in the KRC Salaried Employees Everus Non-Officer Incentive Plan for 2023 2024 as of the Effective Date through the end of the plan year on a prorated basis.

Annual Bonuses. The Parent Group shall be responsible for all bonus awards that would otherwise be payable under During the Parent Annual Bonus Plans to SpinCo Group Employees or Former SpinCo Group Employees for all periods prior to the Distribution Date; provided that, with respect to fiscal year 2023, each such bonus award shall be based on: (i) in the case of the Parent EICPEmployment Period, the performance level certified by the Parent Compensation Committee and prorated based on the number of days elapsed from and including January 1 through the Distribution Date out of three hundred and sixty-five (365), and paid promptly following the Distribution Date, subject Executive shall continue to the payment eligibility requirements of the Parent EICP and subject, to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable; or (ii) in the case of the Parent STIP, the target level, based on the employee’s pay grade prior to the Distribution Date and such employee’s straight-time wages paid in the plan year up to the Distribution Date and prorated based on the number of days elapsed from and including January 1 through the Distribution Date out of three hundred and sixty-five (365), and paid promptly following the Distribution Date, and subject, to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable. As of no later than the Effective Time, SpinCo shall establish the SpinCo EICP, which shall have substantially the same terms as of immediately prior to the Effective Time as the Parent EICP. SpinCo Group Employees who were covered by the Parent EICP immediately prior to the Distribution Date shall be eligible to participate in an annual cash bonus plan maintained by the SpinCo EICPCompany Group (the “Annual Incentive Plan”). The annual bonus opportunity afforded the Executive under the Annual Incentive Plan (the “Annual Bonus”) shall be paid, as applicableif earned, on such terms as determined by SpinCo or required by an Individual Agreement. SpinCo Group Employees who participated at a time and in a manner consistent with the Parent STIP Company Group’s customary practices, and Executive shall be eligible to participate earn such Annual Bonus as follows: (i) The Annual Bonus for each fiscal year during the Employment Period will be determined in accordance with the KRC Salaried Employees Annual Incentive Plan established for 2023 such fiscal year by the Board or a compensation committee thereof, which will afford the Executive an opportunity to earn an annual bonus amount targeted at one hundred and forty percent (140%) of the Base Salary in effect as of the Effective Date through the end of the plan fiscal year applicable to such annual bonus (the “President Target Bonus Opportunity”). The actual bonus amount earned in accordance with this Section 4(b)(i) shall be referred to herein as the “President Bonus”. Notwithstanding the foregoing, the actual bonus paid to the Executive for fiscal 2023 shall be determined in accordance with Section 4(b)(ii). (ii) For the period commencing on January 29, 2023 and ending on the day immediately prior to the Transition Date (the “Pre-Transition Period”), the Annual Bonus will be determined in accordance with the Annual Incentive Plan established by the Board or a prorated basiscompensation committee thereof for fiscal year 2023, which will afford the Executive an opportunity to earn an annual bonus amount targeted at one hundred twenty percent (120%) of the annual base salary in effect for the Pre-Transition Period (the “Target Bonus Opportunity”). The actual bonus amount earned in accordance with the preceding sentence shall be referred to herein as the “Pre-Transition Bonus”. The Annual Bonus earned for fiscal year 2023 shall be equal to the sum of (A) the Pre-Transition Bonus multiplied by a fraction with a numerator equal to the number of days during the Pre-Transition Period and a denominator equal to three hundred and seventy-one (371) plus (B) the President Bonus for fiscal year 2023 multiplied by a fraction with a numerator equal to the number of days remaining in fiscal year 2023 following the Transition Date and a denominator equal to three hundred and seventy-one (371). The actual Annual Bonus payable, if any, shall be determined based on the achievement of the pre-established performance targets for each applicable fiscal year, with any Annual Bonus earned thereunder to be paid in the immediately following fiscal year in accordance with the Annual Incentive Plan; provided, that except as expressly provided otherwise herein, the Executive’s continued employment or service through the payment date shall be required in order for Executive to earn such Annual Bonus. The establishment of performance targets and the determination of the achievement of those targets will in all cases be subject to the determination of the Board or a compensation committee thereof following consultation with the Executive. The Annual Bonus is not an accrued right under this Agreement. Except as specifically provided in Section 7 hereof, the Executive shall not be entitled to a pro rata Annual Bonus upon a termination of employment for any reason.

Annual Bonuses. The Parent Group shall be responsible for all bonus awards that would otherwise be payable under During the Parent Annual Bonus Plans to SpinCo Group Employees or Former SpinCo Group Employees for all periods prior to the Distribution Date; provided that, with respect to fiscal year 2023, each such bonus award shall be based on: (i) in the case of the Parent EICPEmployment Period, the performance level certified by the Parent Compensation Committee and prorated based on the number of days elapsed from and including January 1 through the Distribution Date out of three hundred and sixty-five (365), and paid promptly following the Distribution Date, subject Executive shall continue to the payment eligibility requirements of the Parent EICP and subject, to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable; or (ii) in the case of the Parent STIP, the target level, based on the employee’s pay grade prior to the Distribution Date and such employee’s straight-time wages paid in the plan year up to the Distribution Date and prorated based on the number of days elapsed from and including January 1 through the Distribution Date out of three hundred and sixty-five (365), and paid promptly following the Distribution Date, and subject, to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable. As of no later than the Effective Time, SpinCo shall establish the SpinCo EICP, which shall have substantially the same terms as of immediately prior to the Effective Time as the Parent EICP. SpinCo Group Employees who were covered by the Parent EICP immediately prior to the Distribution Date shall be eligible to participate in an annual cash bonus plan maintained by the SpinCo EICPCompany Group (the “Annual Incentive Plan”). The annual bonus opportunity afforded the Executive under the Annual Incentive Plan (the “Annual Bonus”) shall be paid, as applicableif earned, on such terms as determined by SpinCo or required by an Individual Agreement. SpinCo Group Employees who participated at a time and in a manner consistent with the Parent STIP Company Group’s customary practices, and Executive shall be eligible to participate earn such Annual Bonus as follows: (i) The Annual Bonus for each fiscal year during the Employment Period will be determined in accordance with the KRC Salaried Employees Annual Incentive Plan established for 2023 such fiscal year by the Board or a compensation committee thereof, which will afford the Executive an opportunity to earn an annual bonus amount targeted at one hundred and seventy-five percent (175%) of the Base Salary in effect as of the Effective Date through the end of the plan fiscal year applicable to such annual bonus (the “CEO Target Bonus Opportunity”). The actual bonus amount earned in accordance with this Section 4(b)(i) shall be referred to herein as the “CEO Bonus”. Notwithstanding the foregoing, the actual bonus paid to the Executive for fiscal 2023 shall be determined in accordance with Section 4(b)(ii). (ii) For the period commencing on January 29, 2023 and ending on the day immediately prior to the Transition Date (the “Pre-Transition Period”), the Annual Bonus will be determined in accordance with the Annual Incentive Plan established by the Board or a prorated basiscompensation committee thereof for fiscal year 2023, which will afford the Executive an opportunity to earn an annual bonus amount targeted at one hundred twenty percent (120%) of the annual base salary in effect for the Pre-Transition Period (the “Target Bonus Opportunity”). The actual bonus amount earned in accordance with the preceding sentence shall be referred to herein as the “Pre-Transition Bonus”. The Annual Bonus earned for fiscal year 2023 shall be equal to the sum of (A) the Pre-Transition Bonus multiplied by a fraction with a numerator equal to the number of days during the Pre-Transition Period and a denominator equal to three hundred and seventy-one (371) plus (B) the CEO Bonus for fiscal year 2023 multiplied by a fraction with a numerator equal to the number of days remaining in fiscal year 2023 following the Transition Date and a denominator equal to three hundred and seventy-one (371). The actual Annual Bonus payable, if any, shall be determined based on the achievement of the pre-established performance targets for each applicable fiscal year, with any Annual Bonus earned thereunder to be paid in the immediately following fiscal year in accordance with the Annual Incentive Plan; provided, that except as expressly provided otherwise herein, the Executive’s continued employment or service through the payment date shall be required in order for Executive to earn such Annual Bonus. The establishment of performance targets and the determination of the achievement of those targets will in all cases be subject to the determination of the Board or a compensation committee thereof following consultation with the Executive. The Annual Bonus is not an accrued right under this Agreement. Except as specifically provided in Section 7 hereof, the Executive shall not be entitled to a pro rata Annual Bonus upon a termination of employment for any reason.

Annual Bonuses. (1) At or prior to Closing, Seller shall deliver to Purchaser a schedule (the “Annual Bonus Schedule”) setting forth the prorated annual bonus amount that each Transferred Business Employee would be eligible to receive under any Benefit Plan in respect of Seller’s fiscal year in which the Closing occurs (a “Prorated Bonus Amount”), calculated in accordance with this Section 5.7(i). The Parent Group Prorated Bonus Amount for each applicable Transferred Business Employee shall be responsible computed as follows: (A) if the Closing occurs on or prior to October 1, 2015, then the determination of the Prorated Bonus Amount shall be based upon actual performance determinations made by Seller consistent with the past practice of the Business, and adjusted for all bonus awards that would otherwise any non-ordinary course adjustments made by Seller in a manner consistent with the determination of annual bonuses for Seller’s other businesses, and (B) if the Closing occurs after October 1, 2015, then the determination of the Prorated Bonus Amount shall be payable under based upon target performance, in each case, prorated for the Parent portion of Seller’s fiscal year through the Closing. On the Closing Date, Seller or its applicable Affiliate shall pay to the Purchaser an amount equal to the aggregate Prorated Bonus Amounts set forth on the Annual Bonus Plans Schedule. (2) If the Closing occurs on or prior to SpinCo Group Employees October 1, 2015, then no later than thirty (30) days following the Closing, Purchaser or Former SpinCo Group Employees for all periods its applicable Affiliate shall pay to each Transferred Business Employee (regardless of whether such Transferred Business Employee is then employed by Purchaser or any of its Affiliates) the Prorated Bonus Amount set forth opposite such Transferred Business Employee’s name on the Annual Bonus Schedule. (3) If the Closing occurs after October 1, 2015, Seller or its applicable Affiliate shall, on or prior to the Distribution Closing Date; provided that, with pay an annual bonus in respect to of Seller’s 2015 fiscal year 2023, to each such Transferred Business Employee who is eligible to receive an annual bonus award under any Benefit Plan pursuant to the terms thereof (which bonus shall be determined based on: (i) in on actual performance determinations made by Seller consistent with the case past practice of the Parent EICPBusiness, and adjusted for any non-ordinary course adjustments made by Seller in a manner consistent with the determination of annual bonuses for Seller’s other businesses) and Seller will deliver a schedule at Closing of the amounts paid. (4) Without limiting the generality of Section 5.7(b), if the Closing occurs after October 1, 2015, then on the date on which Purchaser or its applicable Affiliate pays any annual bonus (or portion thereof) for the bonus year in which the Closing occurs pursuant to the terms of Purchaser’s or its applicable Affiliate’s annual bonus plan, Purchaser or its applicable Affiliate shall pay to each Transferred Business Employee (regardless of whether such Transferred Business Employee is then employed by Purchaser or any of its Affiliates), the performance level certified by the Parent Compensation Committee and prorated based Prorated Bonus Amount set forth opposite such Transferred Business Employee’s name on the number Annual Bonus Schedule. (5) In the event of days elapsed from a disagreement between Seller and including January 1 through Purchaser as to whether Seller has complied with its obligations under Section 5.7(i)(1) or the Distribution Date out first sentence of three hundred and sixty-five (365Section 5.7(i)(3), the Vice Chairman of Seller and paid promptly following the Distribution Date, subject to Chief Financial Officer of Purchaser shall discuss in good faith the payment eligibility requirements resolution of the Parent EICP and subject, to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable; or (ii) in the case of the Parent STIP, the target level, based on the employee’s pay grade prior to the Distribution Date and such employee’s straight-time wages paid in the plan year up to the Distribution Date and prorated based on the number of days elapsed from and including January 1 through the Distribution Date out of three hundred and sixty-five (365), and paid promptly following the Distribution Date, and subject, to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable. As of no later than the Effective Time, SpinCo shall establish the SpinCo EICP, which shall have substantially the same terms as of immediately prior to the Effective Time as the Parent EICP. SpinCo Group Employees who were covered by the Parent EICP immediately prior to the Distribution Date shall be eligible to participate in the SpinCo EICP, as applicable, on such terms as determined by SpinCo or required by an Individual Agreement. SpinCo Group Employees who participated in the Parent STIP shall be eligible to participate in the KRC Salaried Employees Incentive Plan for 2023 as of the Effective Date through the end of the plan year on a prorated basisdisagreement.

Annual Bonuses. The With respect to annual cash bonuses for the 2019 calendar year, as soon as practicable following the end of the 2019 calendar year, but in no event later than March 15, 2020, the Company shall, or, if the Effective Time has occurred, Parent Group shall, or shall be responsible cause the Surviving Corporation to, pay each Continuing Employee an annual cash bonus for all bonus awards that would otherwise be payable the 2019 calendar year in an amount determined based on the level of attainment of the applicable performance criteria under the Parent Annual Bonus Plans to SpinCo Group Employees or Former SpinCo Group Employees bonus plan in which such Continuing Employee participated in for all periods the 2019 calendar year (with such payouts determined in the ordinary course and consistent with past practice). In the event the employment of any Continuing Employee is terminated by the Company (or, if the Effective Time has occurred, the Surviving Corporation) following the 2019 calendar year (or, if earlier, the Effective Time) and prior to the Distribution Date; provided thatpayment of the annual bonus for the 2019 calendar year under circumstances entitling such Continuing Employee to severance benefits under the Company Severance Plan (including such Continuing Employee’s execution and non-revocation of a release of claims in accordance therewith), with respect such Continuing Employee will be entitled to fiscal an annual bonus for the 2019 calendar year 2023, each such bonus award shall be based on: (i) payable in the case same manner and at the same time as other bonuses for the 2019 calendar year are payable as described above. In the event the Effective Time occurs after the 2019 calendar year and before annual cash bonuses have been paid in respect of the Parent EICP2019 calendar year, the performance level certified by the Parent Compensation Committee and prorated based on the number of days elapsed from and including January 1 through the Distribution Date out of three hundred and sixty-five (365), and paid promptly following the Distribution Date, subject to the payment eligibility requirements of the Parent EICP and subjectCompany Board shall, to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable; or (ii) in the case ordinary course of business and consistent with past practice, determine the level of performance achieved for purposes of the Parent STIP, the target level, payout of such bonuses in good faith based on the employee’s pay grade prior foregoing principles (and, for the avoidance of doubt, without taking any discretionary action to provide for bonuses in excess of the amount contemplated by the terms of the annual bonus plan for 2019 as in effect on the date hereof, but disregarding for this purpose any negative discretion except to the Distribution Date extent exercised in the ordinary course of business consistent with past practice) and such employee’s straight-time wages Parent shall cause the bonuses determined by the Company Board to be paid in the plan year up to the Distribution Date and prorated based on the number ordinary course of days elapsed from and including January 1 through the Distribution Date out of three hundred and sixty-five (365), and paid promptly business following the Distribution DateClosing. With respect to annual cash bonuses for the 2020 calendar year, as soon as practicable following the end of the 2020 calendar year and subject, to the extent applicable, determination of the actual results with respect to any valid deferral election made performance metrics for the 2020 calendar year, Parent shall, or shall cause the Surviving Corporation to, pay each Continuing Employee who remains employed by the Company Group and is otherwise eligible for a cash payment under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable. As terms of no later than the Effective Time, SpinCo shall establish bonus plan for the SpinCo EICP, 2020 calendar year in which shall have substantially the same terms such Continuing Employee participated as of immediately prior to the Effective Time as (if any), an annual cash bonus for the Parent EICP. SpinCo Group Employees who were covered 2020 calendar year in an amount determined by the Parent EICP immediately board of directors (or similar governing body) of the Surviving Corporation or its designee in good faith in accordance with the terms of the applicable bonus plan; provided that, if no bonus plan is adopted for 2020 prior to the Distribution Date Effective Time (or such bonus plan is adopted in violation of Section 5.2(i) of this Agreement), then any obligation regarding the annual cash bonuses for the 2020 calendar year shall be eligible to participate have no force or effect other than the requirements set forth in the SpinCo EICP, as applicable, on such terms as determined by SpinCo or required by an Individual Agreement. SpinCo Group Employees who participated in the Parent STIP shall be eligible to participate in the KRC Salaried Employees Incentive Plan for 2023 as of the Effective Date through the end of the plan year on a prorated basisSection 6.11(a).

Annual Bonuses. The Parent Group During the Employment Period, Executive shall be responsible for all bonus awards that would otherwise be payable under the Parent Annual Bonus Plans continue to SpinCo Group Employees or Former SpinCo Group Employees for all periods prior to the Distribution Date; provided that, with respect to fiscal year 2023, each such bonus award shall be based on: (i) in the case of the Parent EICP, the performance level certified by the Parent Compensation Committee and prorated based on the number of days elapsed from and including January 1 through the Distribution Date out of three hundred and sixty-five (365), and paid promptly following the Distribution Date, subject to the payment eligibility requirements of the Parent EICP and subject, to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable; or (ii) in the case of the Parent STIP, the target level, based on the employee’s pay grade prior to the Distribution Date and such employee’s straight-time wages paid in the plan year up to the Distribution Date and prorated based on the number of days elapsed from and including January 1 through the Distribution Date out of three hundred and sixty-five (365), and paid promptly following the Distribution Date, and subject, to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable. As of no later than the Effective Time, SpinCo shall establish the SpinCo EICP, which shall have substantially the same terms as of immediately prior to the Effective Time as the Parent EICP. SpinCo Group Employees who were covered by the Parent EICP immediately prior to the Distribution Date shall be eligible to participate in an annual cash bonus plan maintained by the SpinCo EICPCompany Group (the “Annual Incentive Plan”). The annual bonus opportunity afforded the Executive under the Annual Incentive Plan (the “Annual Bonus”) shall be paid, as applicableif earned, on such terms as determined by SpinCo or required by an Individual Agreement. SpinCo Group Employees who participated at a time and in a manner consistent with the Parent STIP Company Group’s customary practices, and Executive shall be eligible to participate earn such Annual Bonus as follows: (i) The Annual Bonus for each fiscal year during the Employment Period will be determined in accordance with the KRC Salaried Employees Annual Incentive Plan established for 2023 such fiscal year by the Board or a compensation committee thereof, which will afford the Executive an opportunity to earn an annual bonus amount targeted at one hundred and twenty percent (120%) of the Base Salary in effect as of the Effective Date through the end of the plan fiscal year applicable to such annual bonus (the “EC Target Bonus Opportunity”). The actual bonus amount earned in accordance with this Section 4(b)(i) shall be referred to herein as the “EC Bonus”. Notwithstanding the foregoing, the actual bonus paid to the Executive for fiscal 2023 shall be determined in accordance with Section 4(b)(ii). (ii) For the period commencing on January 29, 2023 and ending on the day immediately prior to the Transition Date (the “Pre-Transition Period”), the Annual Bonus will be determined in accordance with the Annual Incentive Plan established by the Board or a prorated basiscompensation committee thereof for fiscal year 2023, which will afford the Executive an opportunity to earn an annual bonus amount targeted at one hundred and seventy-five percent (175%) of the annual base salary in effect for the Pre-Transition Period (the “CEO Target Bonus Opportunity”). The actual bonus amount earned in accordance with the preceding sentence shall be referred to herein as the “CEO Bonus”. The Annual Bonus earned for fiscal year 2023 shall be equal to the sum of (A) the CEO Bonus multiplied by a fraction with a numerator equal to the number of days during the Pre-Transition Period and a denominator equal to three hundred and seventy-one (371) plus (B) the EC Bonus for fiscal 2023 multiplied by a fraction with a numerator equal to the number of days remaining in fiscal year 2023 following the Transition Date and a denominator equal to three hundred and seventy-one (371). The actual Annual Bonus payable, if any, shall be determined based on the achievement of the pre-established performance targets for each applicable fiscal year, with any Annual Bonus earned thereunder to be paid in the immediately following fiscal year in accordance with the Annual Incentive Plan; provided, that the Executive’s continued employment or service through the payment date shall be required in order for Executive to earn such Annual Bonus. The establishment of performance targets and the determination of the achievement of those targets will in all cases be subject to the determination of the Board or a compensation committee thereof following consultation with the Executive. The Annual Bonus is not an accrued right under this Agreement, and the Executive shall not be entitled to a pro rata Annual Bonus upon a termination of employment for any reason.

Annual Bonuses. The Parent Group shall be responsible for all bonus awards that would otherwise be payable under the Parent Annual Bonus Plans to SpinCo Group Employees or Former SpinCo Group Employees for all periods prior to the Distribution Date; provided that, with (a) With respect to fiscal year 20232019, each such bonus award shall be based on: (i) in the case of the Parent EICP, the performance level certified by the Parent Compensation Committee and prorated based on the number of days elapsed from and including January 1 through the Distribution Date out of three hundred and sixty-five (365), and paid promptly following the Distribution Date, subject to the payment eligibility requirements of the Parent EICP and subject, to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable; or (ii) in the case of the Parent STIP, the target level, based on the employee’s pay grade prior to the Distribution Date and such employee’s straight-time wages paid in the plan year up to the Distribution Date and prorated based on the number of days elapsed from and including January 1 through the Distribution Date out of three hundred and sixty-five (365), and paid promptly following the Distribution Date, and subject, to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable. As of no later than the Effective Time, SpinCo shall establish the SpinCo EICP, which shall have substantially the same terms as of immediately prior to the Effective Time as the Parent EICP. SpinCo Group Employees who were covered by the Parent EICP immediately prior to the Distribution Date Executive shall be eligible to participate receive (i) a performance-based bonus with a target payout equal to 25% of Base Salary (the “2019 Performance Bonus”) based upon the achievement of the financial performance targets that were previously determined by the Preferred Directors (as defined in the SpinCo EICPSprout Social, Inc. Fourth Amended and Restated Voting Agreement dated February 9, 2016, as applicablesuch agreement is modified, supplemented, amended or amended and restated from time to time) in their sole discretion for fiscal year 2019, which 2019 Performance Bonus to be paid to Executive, if any, shall be paid, no later than March 15, 2020, contingent upon the Board (or an authorized committee thereof) receiving a complete set of relevant financial statements that have been signed off on by the Executive no later than 30 days prior to the payment date, and (ii) a discretionary bonus with a target payout equal to 25% of Base Salary (the “2019 Discretionary Bonus”) upon achievement of individual and non-financial objectives determined by the Board (or an authorized committee thereof) in its sole discretion, which 2019 Discretionary Bonus to be paid to Executive, if any, shall be determined in the sole discretion of the Board (or an authorized committee thereof) and paid no later than March 15, 2020. The payment of any 2019 Performance Bonus or 2019 Discretionary Bonus shall be subject to the usual, required withholdings and subject to Executive’s continued employment with the Company through any payment date. (b) With respect to fiscal year 2020 and thereafter during the Employment Term, Executive will be eligible to receive an annual performance-based bonus (the “Annual Performance Bonus”), which shall be targeted at seventy-five percent (75)% of Executive’s Base Salary. The Annual Performance Bonus shall be based on the achievement of Company and/or individual performance objectives, in each case, that are established by the Board (or an authorized committee thereof) in its sole discretion for such terms applicable performance period. Notwithstanding anything to the contrary herein, Executive’s Annual Performance Bonus, if any, may be below (including zero), at, or above, the annual target based upon the achievement of the performance goals, as determined by SpinCo the Board in its sole discretion. Any Annual Performance Bonus earned will be paid on or required by an Individual Agreementbefore March 15th of the year following the year with respect to which such Annual Performance Bonus is earned. SpinCo Group Employees who participated in the Parent STIP The Annual Performance Bonus payment shall be eligible subject to participate in the KRC Salaried Employees Incentive Plan for 2023 as of usual, required withholdings and subject to Executive’s continued employment with the Effective Date Company through the end of the plan year on a prorated basisany payment date.

Annual Bonuses. The Parent Group shall be responsible for all bonus awards that would otherwise be payable under Without limiting the Parent Annual Bonus Plans to SpinCo Group Employees or Former SpinCo Group Employees for all periods prior to the Distribution Date; provided thatgenerality of Section 6.09(a), with respect to fiscal each Transferred Employee, the Buyer shall pay (or shall cause to be paid) to such Transferred Employee an annual bonus payment for calendar year 20232023 (without proration); provided, that such annual bonus payments, if any, will be subject to employee and company performance, consistent with the policies of the Buyer and its Affiliates. The Buyer Parties acknowledge and agree that the portion of the 2023 annual bonus payable to each such bonus award Transferred Employee with respect to the portion of the 2023 calendar year elapsed prior to the Closing Date shall be based on: equal to (i) in such Transferred Employee’s 2023 Target Annual Bonus, multiplied by (ii) a fraction (expressed as percentage) the case numerator of the Parent EICP, the performance level certified by the Parent Compensation Committee and prorated based on which is the number of days that have elapsed from in the calendar year in which the Closing occurs through and including January 1 through the Distribution Date out Closing Date, and the denominator of which is three hundred and sixty-five (365) (such product, the Transferred Employee’s “Guaranteed Pro-Rated Bonus”). A Transferred Employee’s Guaranteed Pro-Rated Bonus shall be payable, together with any additional portion of the 2023 annual bonus payable to such Transferred Employee in accordance with the policies of the Buyer and its Affiliates at such time for the portion of 2023 then-elapsed, as and when mid-year annual bonus payments are paid promptly following to the Distribution employees of the Buyer and its Affiliates, which payment date shall occur no later than July 31, 2023 (the “First Annual Bonus Payment Date”). A Transferred Employee’s receipt of such Transferred Employee’s mid-year annual bonus payout, including the Guaranteed Pro-Rated Bonus, shall be subject to that Transferred Employee’s continued employment through the payment eligibility requirements First Annual Bonus Payment Date in accordance with the policies of the Parent EICP Buyer and subject, to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable; or (ii) in the case of the Parent STIP, the target level, based on the employee’s pay grade its Affiliates. If a Transferred Employee is terminated prior to the Distribution First Annual Bonus Payment Date and or he or she otherwise forfeits or is not paid any portion of such employeeTransferred Employee’s straightGuaranteed Pro-time wages paid in Rated Bonus, the plan year up Buyer shall pay (or shall cause to be paid) to the Distribution Date and prorated based on the number of days elapsed from and including January 1 through the Distribution Date out of three hundred and sixty-five Seller within ten (365), and paid promptly 10) Business Days following the Distribution First Annual Bonus Payment Date, and subject, the portion of such Transferred Employee’s Guaranteed Pro-Rated Bonus that was forfeited or otherwise not paid. Any payments made pursuant to this Section 6.09(d) shall be deemed an adjustment to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable. As of no later than the Effective Time, SpinCo shall establish the SpinCo EICP, which shall have substantially the same terms as of immediately prior to the Effective Time as the Parent EICP. SpinCo Group Employees who were covered by the Parent EICP immediately prior to the Distribution Date shall be eligible to participate in the SpinCo EICP, as applicable, on such terms as determined by SpinCo or required by an Individual Agreement. SpinCo Group Employees who participated in the Parent STIP shall be eligible to participate in the KRC Salaried Employees Incentive Plan Purchase Price for 2023 as of the Effective Date through the end of the plan year on a prorated basisall applicable Tax purposes.

Annual Bonuses. 3.1 The Parent Group shall Purchaser acknowledges that: (a) the Company operates annual bonus arrangements that are conditional on financial and/or individual performance; (b) bonus determinations in respect of any financial year ending before the Effective Date will be responsible for all undertaken by the Company and determined in line with its usual processes to verify and approve bonuses and in accordance with the DRP (where applicable) and consistent with the Company’s normal practice, such bonuses will be paid by the Company or its relevant Subsidiary in cash on the normal bonus awards that would otherwise be payable under payment date; (c) in respect of financial year in which the Parent Annual Bonus Plans to SpinCo Group Employees or Former SpinCo Group Employees for all periods prior to the Distribution Date; provided that, with respect to fiscal year 2023, each such bonus award shall be based on: Effective Date occurs: (i) in bonus determinations for the case period from the start of the Parent EICP, financial year up to and including the performance level certified Effective Date will be undertaken by the Parent Compensation Committee and prorated Company on or around the Effective Date based on existing performance conditions and, provided the number of days elapsed from and including January 1 through relevant individual was a Company Employee on the Distribution Date out of three hundred and sixty-five (365), and paid promptly following the Distribution Effective Date, subject to paid by the payment eligibility requirements of the Parent EICP and subject, to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan Company or SpinCo Deferred Compensation Plan, as applicableits relevant Subsidiary in cash (with no deferral); or and (ii) in bonus determinations for the case period from the day after the Effective Date to the end of the Parent STIP, relevant financial year will be undertaken shortly after the target level, end of the relevant financial year based on existing performance conditions (or, where existing performance conditions are no longer appropriate after the employee’s pay grade prior Effective Date, such performance conditions that are established after the Effective Date consistent with the requirements of paragraph 2.2(d) above), paid by the Company or its relevant Subsidiary in cash (with no deferral); and (d) any relevant bonus awards in respect of the periods referred to the Distribution Date in paragraphs 3.1(c)(i) and such employee’s straight-time wages 3.1(c)(ii) above shall be paid in the plan year up to the Distribution Date and prorated based on the number normal bonus payment date for the relevant financial year in which the Effective Date occurs in line with the Company’s ordinary course practice, provided that the relevant current or former Company Employee, meets the usual conditions for payment of days elapsed from and including January 1 through the Distribution Date out a bonus, or has been served with, or serves notice of three hundred and sixty-five (365)a Qualifying Termination, and paid promptly or is otherwise subject to a Qualifying Termination. 3.2 If, following the Distribution DateEffective Date it is, and subjectby reason of the Transaction and/or the consequent de-listing of the Company, not reasonably practicable to the extent applicable, operate any financial and/or other performance metrics which applied to any valid deferral election made under the Parent Deferred Compensation Plan annual or SpinCo Deferred Compensation Plan, as applicable. As of no later than the Effective Time, SpinCo shall establish the SpinCo EICP, which shall have substantially the same terms as of immediately periodic bonus prior to the Effective Time as Date, the Parent EICP. SpinCo Group Employees who were covered by Purchaser will ensure that any replacement performance metrics shall not be materially more difficult to achieve that the Parent EICP immediately metrics in place prior to the Distribution Date shall be eligible to participate in the SpinCo EICP, as applicable, on such terms as determined by SpinCo or required by an Individual Agreement. SpinCo Group Employees who participated in the Parent STIP shall be eligible to participate in the KRC Salaried Employees Incentive Plan for 2023 as of the Effective Date through the end of the plan year on a prorated basisDate.