Common use of Annual Incentive Compensation Clause in Contracts

Annual Incentive Compensation. Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy percent (70%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Plan. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated thereunder.

Annual Incentive Compensation. Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during The Compensation Committee of the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan Company’s Board (the “Omnibus PlanCompensation Committee”) shall establish and maintain throughout the Term of Executive’s employment under this Agreement an annual cash incentive or such other annual incentive cash bonus plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance which shall provide Executive with the terms of opportunity to earn, for each calendar year ending during such plan as Term, in effect from time addition to time. For each the Base Salary payable to Executive during such fiscal year, Executive shall incentive cash compensation in the form of a year-end bonus payment under the Bonus Plan (a “Bonus”), based upon the achievement of performance targets for such year established by the Compensation Committee, which Bonus will not be eligible to earn a target Annual Bonus equal to seventy percent (70%) less than 25% of Executive’s Base Salary for such fiscal year, if year (assuming achievement of the Company achieves minimum threshold level of performance for the target principal designated performance goals established by the Board target(s) and/or goal(s) for such fiscal year in accordance with year), subject to the other terms and conditions of the Bonus PlanPlan and applicable law and regulation. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive This paragraph (b) shall not be entitled interpreted to guarantee that Executive will receive an Annual a Bonus under the Bonus Plan in any calendar year unless the minimum threshold level of performance for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus principal Plan target(s) for such year in accordance with the terms has been achieved, but if such level has been achieved and any and all other conditions to payment of such a Bonus to Executive for such calendar year are met, payment of the applicable Bonus shall be made not later than the March 15 of the immediately ensuing calendar year. Payment to Executive for any calendar year of a Bonus under the Bonus Plan, if any, shall not be construed as an increase in Executive’s Base Salary. The Annual Any payment to Executive of a Bonus for each under the Bonus Plan in any year shall not be payable at the same time as bonuses are paid offset against, and shall not preclude payment to Executive of, any other senior executives special cash incentive compensation or cash bonus under any other incentive compensation plan, program or arrangement of the Company in accordance with or the terms of the Bank that may be applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. to Executive shall be entitled from time to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated thereundertime.

Annual Incentive Compensation. Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The For the 2006 fiscal year of the Company, the Annual Bonus shall be determined under the Company’s Fiscal Year 2006 Executive Team Restaurant Support Incentive Plan, and thereafter the Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy percent (70%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Planyear. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may shall be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance Compliance with Section 409A of the Internal Revenue Code of 1986 (as amended) and the regulations promulgated thereunderthere under.

Annual Incentive Compensation. Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy percent (70%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Plan. In the case of the Annual Bonus for the 2010 fiscal year of the Company ending June 30, 2010, the amount payable to Executive for the 2010 fiscal year shall be pro-rated by multiplying the Annual Bonus amount, if any, for the 2010 fiscal year by a fraction, the numerator of which equals the number of days of Executive’s employment with the Company during the 2010 fiscal year and the denominator of which equals 365. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his her election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated thereunder.

Annual Incentive Compensation. Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy percent (70%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Plan. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his her election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated thereunder.

Annual Incentive Compensation. Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn an annual bonus for each fiscal year of the Company ending during the Employment Period (each, an “Annual Bonus”) as follows: (i) a target Annual Bonus equal to seventy percent (70%) 100% of Executive’s Base Salary for such fiscal year, if the Company and/or Executive (as applicable) achieves the target performance goals established by the Board for such fiscal year, (ii) a stretch Annual Bonus equal to 200% of Executive’s Base Salary for such fiscal year, if the Company and/or Executive (as applicable) achieves or exceeds the stretch performance goals established by the Board for such fiscal year, and (iii) a minimum Annual Bonus equal to 50% of Executive’s Base Salary for such fiscal year, if the Company and/or Executive (as applicable) achieves at least the threshold performance goals established by the Board for such fiscal year, in each case, as determined by the Board. If performance for a given fiscal year in accordance with is above the terms minimum performance goals but below the target performance goals, or above the target performance goals but below the stretch performance goals, the Board shall determine the amount of Executive’s Annual Bonus for such fiscal year using the Bonus Planstraight-line interpolation method. If the Company does not achieve the threshold minimum performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If Notwithstanding the foregoing, Executive hereby acknowledges that, while the Company exceeds is a publicly held corporation, the target performance goals established Company may make such modifications to any incentive compensation plan, program or arrangement (including, without limitation, the annual bonuses contemplated by this Section 6 to the extent necessary so that such incentive compensation qualifies as qualified performance-based compensation within the meaning of Section 162(m) of the Code and the regulations promulgated thereunder or otherwise in order to comply with Section 162(m) of the Code and be deductible by the Company. Any such modification will not affect the Annual Bonus targets set forth herein, and Executive acknowledges that, notwithstanding anything in this Agreement to the contrary, any such modification will not constitute grounds for Executive to terminate his employment with the Company for Good Reason (as defined below). Any Annual Bonus that becomes payable to Executive pursuant to this Section 6 shall be paid to Executive as soon as reasonably practicable following receipt by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives audited consolidated financial statements of the Company in accordance with for the terms of the applicable Bonus Planrelevant fiscal year, but in no event later than two and a half (21/22 1/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-lump sum cash payment, payment or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, ; provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated thereunder.

Annual Incentive Compensation. Commencing January 1, 2011, Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy One Hundred Fifty percent (70150%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Plan. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/22 1/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated thereunder.

Annual Incentive Compensation. For each Contract Year during the Term, Executive shall be eligible to receive an one (1) annual performance bonus in a target amount of Two Hundred Twenty-Five Thousand Dollars ($225,000) (subject to withholding for applicable taxes and as otherwise required by law and the terms and conditions set forth on Exhibit A, attached hereto and made a part hereof) (each, a “Annual Contract Year Bonus”) with respect to be paid after the conclusion of each fiscal year ending during Contract Year, the Employment Period. The Annual Bonus exact amount of which shall be determined under by means of Executive’s attainment of certain performance goals as determined each Contract Year by the 2006 Omnibus Incentive Plan Compensation Committee of the Employer’s Board of Directors (the “Omnibus PlanCompensation Committee”) or such other annual incentive plan maintained by after reasonable, good faith consultation with Executive. Executive acknowledges and agrees that, as a material condition to receiving a Contract Year Bonus, as of the Company for similarly situated employees end of each respective Contract Year, Executive must be fully performing Executive’s duties and obligations as required hereunder and shall not be in breach of any of the terms and conditions of this Agreement. It is understood and agreed that the Company designatesEmmis may, at its sole election, pay any Contract Year Bonus, if any, in its sole discretion (any such plancash or Shares. In the event Emmis elects pursuant to this Section 6.2 to pay a Contract Year Bonus in Shares, the “Bonus Plan”), in accordance with the terms exact number of such plan as in effect from time Shares to time. For each such fiscal year, be awarded to Executive shall be eligible to earn a target Annual Bonus equal to seventy percent (70%) of Executive’s Base Salary for such fiscal year, if determined by dividing the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Plan. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus for such year in accordance with the terms total dollar amount of the applicable Contract Year Bonus Planby the average of the reported high and low Share price on a valuation date to be used by Employer in determining similar cash incentive compensation awards for other members of Employer’s senior management team (the “Valuation Formula”). The Annual Any Contract Year Bonus for each year amounts earned by Executive pursuant to the terms and conditions of this Section 6.2 shall be payable awarded promptly following Employer’s fiscal year end earnings release or at the same such other time as bonuses annual incentive compensation awards are paid made to other members of Employer’s senior executives of the Company in accordance with the terms of the applicable Bonus Plan, management team (but in no event later than two and a half ninety (21/290) months following days after the end expiration of the applicable fiscal year in which such Annual Bonus was earnedContract Year). Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of The performance goals for the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated thereunder.First Contract Year are set forth on Exhibit A.

Annual Incentive Compensation. Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy eighty percent (7080%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Plan. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated thereunder.

Annual Incentive Compensation. Commencing January 1, 2011, Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan to be adopted and maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy One Hundred Twenty percent (70120%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Plan. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his her election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated thereunder.” 4. Section 6 of the Employment Agreement is hereby replaced in its entirety with the following:

Annual Incentive Compensation. Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy Seventy percent (70%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year. In the case of the Annual Bonus for the 2008 fiscal year in accordance of the Company ending June 30, 2008, the amount payable to Executive for the 2008 fiscal year shall be (a) calculated applying a target bonus rate of Sixty percent (60%) for the period of the 2008 fiscal year prior to the Commencement Date and a target bonus rate of Seventy percent (70%) for the remainder of the 2008 fiscal year and (b) pro-rated by multiplying the Annual Bonus amount, if any, for the 2008 fiscal year by a fraction, the numerator of which equals the number of days of Executive’s employment with the terms Company during the 2008 fiscal year and the denominator of the Bonus Planwhich equals 365. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may shall be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance Compliance with Section 409A of the Internal Revenue Code of 1986 (as amended) and the regulations promulgated thereunderthere under, to the extent applicable to Executive.

Annual Incentive Compensation. Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy percent (70%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Planyear. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may shall be entitled to earn an additional Annual Bonus Bonus, currently of up to 100% of the target Annual Bonus, for such year in accordance with the terms of the applicable Bonus Plan. The Subject to subsection (b) below, the Annual Bonus for each year shall be payable in cash at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance Compliance with Section 409A of the Internal Revenue Code of 1986 (as amended) and the regulations promulgated thereunderthere under.

Annual Incentive Compensation. (a) Beginning on July 1, 2011, Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy one hundred fifty percent (70150%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Plan. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/22 1/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated thereunder. (b) During the Employment Period, Executive shall be eligible to receive equity grants in accordance with the terms and conditions of the equity plan providing for equity-based incentive compensation maintained by the Company for employees at Executive’s grade level that the Company designates, in its sole discretion; provided that it is the intention of the Board to grant to the Executive the option to acquire common stock of the Company or any of its Affiliates (with the number of shares of common stock underlying the option having an aggregate grant date fair value of $5,000,000 as determined by the Board) (the “Options”) at a purchase price equal to the fair market value of such amount of stock on the date of grant. The Options shall be subject to the terms and conditions as reflected in the definitive documentation related thereto.

Annual Incentive Compensation. Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The For the 2006 fiscal year of the Company, the Annual Bonus shall be determined under the Company’s Fiscal Year 2006 Executive Team Restaurant Support Incentive Plan, and thereafter the Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy Seventy percent (70%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year in accordance with year. In the terms case of the Annual Bonus Planfor the 2006 fiscal year of the Company ending June 30, 2006, the amount payable to Executive for the 2006 fiscal year shall be calculated applying a target bonus rate of sixty percent (60%) for the period of the 2006 fiscal year prior to April 7, 2006 and a target bonus rate of seventy percent (70%) for the remainder of the 2006 fiscal year. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may shall be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance Compliance with Section 409A of the Internal Revenue Code of 1986 (as amended) and the regulations promulgated thereunderthere under.

Annual Incentive Compensation. For each Contract Year during the Term, Executive shall be eligible to receive one (1) annual performance bonus in an annual bonus amount up to a target amount of One Hundred Thousand Dollars ($100,000) (subject to withholding for applicable taxes and as otherwise required by law and the terms and conditions set forth on Exhibit B and Exhibit C (as applicable), attached hereto and made a part hereof) (each, a “Annual Contract Year Bonus”) with respect to each fiscal year ending during ), the Employment Period. The Annual Bonus exact amount of which shall be determined under by means of Executive’s attainment of certain performance goals as determined each Contract Year by the 2006 Omnibus Incentive Plan Compensation Committee of the Employer’s Board of Directors (the “Omnibus PlanCompensation Committee”) or such other annual incentive plan maintained by after reasonable consultation with Executive. Executive acknowledges and agrees that, as a material condition to receiving a Contract Year Bonus, as of the Company end of each respective Contract Year: (i) this Agreement must be in effect and not previously terminated for similarly situated employees any reason; and (ii) Executive must be fully performing Executive’s duties and obligations as required hereunder and not be in breach of any of the material terms and conditions of this Agreement. It is understood and agreed that the Company designatesEmmis may, at its sole election, pay any Contract Year Bonus, if any, in its sole discretion (any such plancash or Shares. In the event Emmis elects pursuant to this Section 6.2 to pay a Contract Year Bonus in Shares, the “Bonus Plan”), in accordance with the terms exact number of such plan as in effect from time Shares to time. For each such fiscal year, be awarded to Executive shall be eligible to earn a target Annual Bonus equal to seventy percent (70%) of Executive’s Base Salary for such fiscal year, if determined by dividing the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Plan. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus for such year in accordance with the terms total dollar amount of the applicable Contract Year Bonus Planby the average of the reported high and low Share price on a valuation date to be used by Employer in determining similar cash incentive compensation awards for other members of Employer’s senior management team (the “Valuation Formula”). The Annual Any Contract Year Bonus for each year amounts earned by Executive pursuant to the terms and conditions of this Section 6.2 shall be payable awarded promptly following Employer’s fiscal year end earnings release or at the same such other time or times as bonuses annual incentive compensation awards are paid made to other members of Employer’s senior executives of the Company in accordance with the terms of the applicable Bonus Plan, management team (but in no event later than two and a half ninety (21/290) months following days after the end expiration of the applicable fiscal year in which such Annual Bonus was earnedContract Year). Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of The performance goals for the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance with Section 409A of the Code First and the regulations promulgated thereunderSecond Contract Years are set forth on Exhibit B and Exhibit C respectively.

Annual Incentive Compensation. Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during The Compensation Committee of the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan Company’s Board (the “Omnibus PlanCompensation Committee”) shall establish and maintain throughout the Term of Executive’s employment under this Agreement an annual cash incentive or such other annual incentive cash bonus plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance which shall provide Executive with the terms of opportunity to earn, for each calendar year ending during such plan as Term, in effect from time addition to time. For each the Base Salary payable to Executive during such fiscal year, Executive shall incentive cash compensation in the form of a year-end bonus payment under the Bonus Plan (a “Bonus”), based upon the achievement of performance targets for such year established by the Compensation Committee, which Bonus will not be eligible to earn a target Annual Bonus equal to seventy percent (70%) less than 25% of Executive’s Base Salary for such fiscal year, if year (assuming achievement of the Company achieves minimum threshold level of performance for the target principal designated performance goals established by the Board target(s) and/or goal(s) for such fiscal year in accordance with year), subject to the other terms and conditions of the Bonus PlanPlan and applicable law and regulation. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive This paragraph (b) shall not be entitled interpreted to guarantee that Executive will receive an Annual a Bonus under the Bonus Plan in any calendar year unless the minimum threshold level of performance for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus principal Plan target(s) for such year in accordance with the terms has been achieved, but if such level has been achieved and any and all other conditions to payment of such a Bonus to Executive for such calendar year are met, payment of the applicable Bonus shall be made not later than the March 15 of the immediately ensuing calendar year. Payment to Executive for any calendar year of a Bonus under the Bonus Plan, if any, shall not be construed as an increase in Executive’s Base Salary. The Annual Any payment to Executive of a Bonus for each under the Bonus Plan in any year shall not be payable at the same time as bonuses are paid offset against, and shall not preclude payment to Executive of, any other senior executives special cash incentive compensation or cash bonus under any other incentive compensation plan, program or arrangement of the Company in accordance with or the terms of the Bank that may be applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. to Executive shall be entitled from time to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated thereundertime.

Annual Incentive Compensation. For each Contract Year during the Term, Executive shall be eligible to receive an one (1) annual performance bonus in a target amount of Three Hundred Thousand Dollars (“Annual $300,000) (subject to withholding for applicable taxes and as otherwise required by law and the terms and conditions set forth on Exhibit A, attached hereto and made a part hereof) (each, a "Contract Year Bonus”") with respect to be paid after the conclusion of each fiscal year ending during Contract Year, the Employment Period. The Annual Bonus exact amount of which shall be determined under by means of Executive's attainment of certain performance goals as determined each Contract Year by the 2006 Omnibus Incentive Plan Compensation Committee of the Employer's Board of Directors (the “Omnibus Plan”"Compensation Committee") or such other annual incentive plan maintained by after reasonable, good faith consultation with Executive. Executive acknowledges and agrees that, as a material condition to receiving a Contract Year Bonus, as of the Company for similarly situated employees end of each respective Contract Year, Executive must be fully performing Executive's duties and obligations as required hereunder and shall not be in breach of any of the terms and conditions of this Agreement. It is understood and agreed that the Company designatesEmmis may, at its sole election, pay any Contract Year Bonus, if any, in its sole discretion (any such plancash or Shares. In the event Emmis elects pursuant to this Section 6.2 to pay a Contract Year Bonus in Shares, the “Bonus Plan”), in accordance with the terms exact number of such plan as in effect from time Shares to time. For each such fiscal year, be awarded to Executive shall be eligible to earn a target Annual Bonus equal to seventy percent (70%) of Executive’s Base Salary for such fiscal year, if determined by dividing the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Plan. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus for such year in accordance with the terms total dollar amount of the applicable Contract Year Bonus Planby the average of the reported high and low Share price on a valuation date to be used by Employer in determining similar cash incentive compensation awards for other members of Employer's senior management team (the "Valuation Formula"). The Annual Any Contract Year Bonus for each year amounts earned by Executive pursuant to the terms and conditions of this Section 6.2 shall be payable awarded promptly following Employer's fiscal year end earnings release or at the same such other time as bonuses annual incentive compensation awards are paid made to other members of Employer's senior executives of the Company in accordance with the terms of the applicable Bonus Plan, management team (but in no event later than two and a half ninety (21/290) months following days after the end expiration of the applicable fiscal year in which such Annual Bonus was earnedContract Year). Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of The performance goals for the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated thereunder.First Contract Year are set forth on Exhibit A.

Annual Incentive Compensation. Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The For the 2006 fiscal year of the Company, the Annual Bonus shall be determined under the Company’s Fiscal Year 2006 Executive Team Restaurant Support Incentive Plan, and thereafter, the Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy percent (70%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Planyear. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may shall be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his her election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance Compliance with Section 409A of the Internal Revenue Code of 1986 (as amended) and the regulations promulgated thereunderthere under.

Annual Incentive Compensation. During the Term, the Executive shall be eligible to receive for an annual performance bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy percent (70%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Plan. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Executive’s annual base salary, based on goals and other conditions as the Board shall determine in its sole discretion on an annual basis (the “Annual Performance Bonus”); provided, however, that the Annual Performance Bonus for the period beginning on the Effective Date and ending on December 31, 2017 shall be determined at the discretion of the Board and shall be no more than fifty percent (50%) of the base salary paid during such period. The Annual Performance Bonus will be payable in the form of cash or fully-vested shares of the Company’s common stock, or a grant of restricted stock units of Common Stock (as defined below) or (B) combination thereof, at the Board’s discretion, in any form case to be paid or delivered as soon as practicable after the end of the year in which it is earned and in any event not more than ninety (90) days after the end of such year. Payment of the Annual Performance Bonus shall be expressly conditioned upon Executive’s employment with the Company on the date that the Board generally makes available Annual Performance Bonus is paid, except as provided in Section 9(b) and Section 10(a) below Any such Annual Performance Bonus, as well as any equity awards which are granted to the Executive or which become vested as a result of the satisfaction of financial performance goals of the Company, shall be subject to the Company’s executive management teamPolicy on Recoupment of Executive Incentive Compensation, provided and that the Executive shall be obligated to repay to the Company, any and all amounts received with respect to the Annual Performance Bonus or performance-based equity awards, to the extent such election a repayment is made required by Executive in compliance with Section 409A the terms of the Code and the regulations promulgated thereunderPolicy on Recoupment of Executive Incentive Compensation, as such policy may be amended from time to time.

Annual Incentive Compensation. Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn an annual bonus for each fiscal year of the Company ending during the Employment Period (each, an “Annual Bonus”) as follows: (i) a target Target Annual Bonus equal to seventy percent (70%) 100% of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year, (ii) a Stretch Annual Bonus equal to 200% of Executive’s Base Salary for such fiscal year, if the Company achieves or exceeds the stretch performance goals established by the Board for such fiscal year, and (iii) a minimum Annual Bonus equal to 50% of Executive’s Base Salary for such fiscal year, if the Company achieves at least the threshold performance goals established by the Board for such fiscal year, in each case, as determined by the Board. For performance above the threshold but below the stretch performance goals, Executive will be eligible to earn an Annual Bonus for the relevant fiscal year in such amount as the Board shall determine in accordance with an interpolation formula adopted by the terms of the Bonus PlanBoard. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If year although the Company exceeds Board may determine that Executive has achieved the target performance personal goals established by the Board for a such fiscal year, if any, and award an annual bonus to Executive in such amount as the Board determines based on such achievement. The Board may be entitled to earn an additional increase Executive’s Annual Bonus for extraordinary performance at the Board’s sole discretion. Notwithstanding the foregoing, Executive hereby acknowledges that, in connection with or subsequent to any IPO and while the Company is a publicly held corporation, the Company may make such year modifications to any incentive compensation plan, program or arrangement (including, without limitation, the annual bonuses contemplated by this Section 6) to the extent necessary so that such incentive compensation qualifies as qualified performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder (the “Regulations”) or otherwise comply with Section 162(m) of the Code and be deductible by the Company. Any such modification will not affect the Annual Bonus targets set forth herein and Executive acknowledges that notwithstanding anything in accordance this Agreement to the contrary any such modification will not constitute grounds for Executive to terminate his employment with the terms Company for Good Reason (as defined below). In connection with an IPO, the Company shall take appropriate action so that Executive’s incentive compensation remains fully deductible and no reduction under this paragraph is necessary although the timing of such payments may be deferred. Any Annual Bonus that becomes payable to Executive pursuant to this Section 6 shall be paid to Executive as soon as reasonably practicable following receipt by the Board of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives audited consolidated financial statements of the Company in accordance with for the terms of the applicable Bonus Planrelevant fiscal year, but in no event later than two and a half (21/22 ½) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-lump sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, ; provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated thereunder.

Annual Incentive Compensation. Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The For the 2007 fiscal year of the Company, the Annual Bonus shall be determined under the Burger King Holdings, Inc. (“Holdings”) Fiscal Year 2007 Executive Team Restaurant Support Incentive Program under the Holdings 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy percent (70%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Planyear. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may shall be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance Compliance with Section 409A of the Internal Revenue Code of 1986 (as amended) and the regulations promulgated thereunderthere under. Notwithstanding the foregoing, in the case of the Annual Bonus for the fiscal year of the Company ending June 30, 2007, the amount payable to Executive shall not be less than (x) seventy percent (70%) of Executive’s Base Salary multiplied by (y) a fraction, the numerator of which equals the number of days of Executive’s employment with the Company during the 2007 fiscal year and the denominator of which equals 365.

Annual Incentive Compensation. Commencing January 1, 2011, Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan to be adopted and maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy One Hundred Twenty percent (70120%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Plan. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated thereunder.