Common use of Bonus Compensation Clause in Contracts

Bonus Compensation. During the term hereof, the Executive shall participate in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salary.

Bonus Compensation. During the term hereof, the Executive shall participate in be eligible to receive a bonus (the "Discretionary Bonus") for each fiscal year, prorated for any period of service less than one year, as provided herein. The amount and timing of the Discretionary Bonus, if any, shall be determined by the Company’s Senior Executive Annual Incentive Plan, in its sole discretion, based on the Executive's performance (including but not limited to Executive's performance against revenue and profit targets) and that of the Company and its Affiliates and such other criteria as it the Compensation Committee may consider in its sole discretion. The Discretionary Bonus shall be amended from time to time pursuant paid by the Company to the terms thereof (Executive annually promptly after determination that the “Plan,” a current copy relevant targets have been met, it being understood that the attainment of which is attached hereto as Exhibit A) any financial targets associated with any bonus shall not be determined until following the completion of the Company's annual audit and public announcement of such results and shall be eligible for a bonus award thereunder (paid promptly following the “Bonus”). For purposes Company's announcement of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding yearearnings. Whenever any Discretionary Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Discretionary Bonus shall be prorated by multiplying (x) the amount of the Discretionary Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Discretionary Bonus shall be in addition to the Base Salary, as well as participation in any other incentive, stock option, stock purchase, profit sharing, deferred compensation, bonus compensation or severance plan, program or arrangement which the Company or any of its Affiliates may adopt or continue from time to time for which the Executive is eligible, each as in accordance with any subscription agreement, stock option plan, and stock option agreement identified, from time to time.

Bonus Compensation. (a) During each fiscal year in which the term Executive is employed by NATCO under the terms and conditions of this Employment Agreement, the Executive will be eligible to receive Bonus Compensation in accordance with the policies and practices of NATCO. For these purposes, Executive's "target" annual bonus will be 60% of base compensation. The Board will determine, annually, the criteria which determine "target" performance. (b) In the event the Executive is employed by NATCO under the terms and conditions of this Employment Agreement for a period less than any full fiscal year and the Executive's employment with NATCO has not terminated pursuant to Section 11(a) or Section 11(c) hereof, any Bonus Compensation payable to the Executive under Section 5(a) of this Employment Agreement shall be prorated accordingly. If the Executive's employment with NATCO terminates as provided in Section 11(a) or Section 11(c) hereof, the Executive shall participate in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall not be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable Compensation under the Employment Agreement. (c) Any Bonus Compensation payment to which the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with entitled under the terms of the Plan. Any compensation Section 5(a) of this Employment Agreement shall be paid to the Executive as soon as practicable after financial statements have been prepared for the fiscal period to which such Bonus Compensation payment relates, but no later than ninety days from the date such financial statements shall have been prepared. (d) During each fiscal year in which the Executive is employed by NATCO under the terms and conditions of this Employment Agreement, the Executive will be eligible to receive additional bonus payments as the Board deems appropriate. Although it is the parties' intention that the Executive will receive a bonus payment if the Executive raises new capital for NATCO, any bonus payment awarded under this Section 5(a) shall be at the sole discretion of the Board. (e) In the event of a "Sale or Public Offering" as defined in this Section 5(c), NATCO shall pay to the Executive a bonus (in addition to any other bonuses for which Executive might be eligible under this Section 5 or otherwise) equal to one and one-half percent (1.5%) of the Base Salary.value of all securities owned by stockholders of CPI, including common stock valued at the price per share received in either the Sale or Public Offering, and any debt held by Stockholders. Any bonus to which the Executive is entitled under this Section 5(a) shall be paid in cash to the Executive coterminous with or as soon as practicable after the closing of the Sale or Public Offering, but in any event no later than ninety days after such closing. For purposes of this Section 5, a Sale or Public Offering will have occurred in the event of: (i) a sale, merger, reorganization or other transaction involving NATCO which results in a Change of Control as

Bonus Compensation. During You also shall be eligible to receive annual bonus compensation (“Bonus”) during your employment with CBS Outdoor under this Agreement, determined and payable as follows: (i) For calendar year 2013, in lieu of forfeited compensation and bonus opportunity from your former employer, you will receive a Bonus of not less than One Million Two Hundred Seventy-Nine Thousand U.S. Dollars (US $1,279,000). Xxxxxx Male September 6, 2013 (ii) Your Bonus for each calendar year (beginning with calendar year 2014) during your employment under this Agreement will be determined by the Committee in accordance with the guidelines of the applicable short-term hereof, incentive program (the Executive shall participate in the Company’s Senior Executive Annual Incentive Plan“STIP”), as it such guidelines may be amended from time to time. (iii) Your target bonus (“Target Bonus”) for each calendar year during your employment under this Agreement (or applicable portion thereof) shall be not less than 85% of your Salary in effect on November 1st of such calendar year or the last day of your employment, if earlier, with a maximum bonus opportunity equal to 200% of the Target Bonus, which percentages may be increased, but not decreased, from time pursuant to time. (iv) Bonuses shall be payable, less applicable deductions and withholding taxes, between January 1st and March 15th of the following calendar year. (v) If, prior to the terms thereof last day of a calendar year, your employment with CBS Outdoor terminates other than for Cause (as defined herein) or as a result of a termination by you for Good Reason, CBS Outdoor shall pay you a prorated Bonus (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Prorated Bonus”), in which case such Prorated Bonus will be determined in accordance with the guidelines of the STIP and payable in accordance with paragraph 3(b)(iv). For purposes of the Planthis Agreement, the Executive term “Prorated” shall be eligible for a Bonus, and mean the Executive’s specified percentage (the “Specified Percentage”) for such product of your Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable determined for the applicable fiscal calendar year in accordance with this Sub-Section 4.2 of your termination multiplied by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was you shall have been employed by CBS Outdoor in such year and the Companydenominator of which shall be 365. Executive agrees Notwithstanding anything in this paragraph 3(b) to the contrary, if at any time prior to your date of termination your Target Bonus or maximum bonus opportunity, as a percentage of your Salary, has been reduced, or your Salary on which your Target Bonus and understands that any prorated Bonus payments will be made only after determination maximum bonus opportunity is based has been reduced, in violation of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of this Agreement, then your Prorated Bonus for the Plan. Any compensation paid to the Executive as Bonus year in which your employment terminates shall be determined on the basis of the highest Salary, or the highest Target Bonus or maximum bonus opportunity, in addition effect for you at any time prior to the Base Salaryyour date of termination.

Bonus Compensation. During the term hereof, the Executive shall participate be eligible to receive a bonus (the "Discretionary Bonus") for each fiscal year, prorated for any period of service less than one year, as provided herein. The amount and timing of the Discretionary Bonus, if any, shall be determined by the Company, in its sole discretion, based on the Executive's performance (including but not limited to Executive’s performance against revenue and profit targets) and that of the Company and its Affiliates and such other criteria as the Compensation Committee may consider in its sole discretion. The Discretionary Bonus shall be paid by the Company to the Executive annually promptly after determination that the relevant targets have been met, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy annual audit and public announcement of which is attached hereto as Exhibit A) such results and shall be eligible for a bonus award thereunder (paid promptly following the “Bonus”). For purposes Company’s announcement of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding yearearnings. Whenever any Discretionary Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Discretionary Bonus shall be prorated by multiplying (x) the amount of the Discretionary Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Discretionary Bonus shall be in addition to the Base Salary, as well as participation in any other incentive, stock option, stock purchase, profit sharing, deferred compensation, bonus compensation or severance plan, program or arrangement which the Company or any of its Affiliates may adopt or continue from time to time for which the Executive is eligible, each as in accordance with any subscription agreement, stock option plan, and stock option agreement identified, from time to time.

Bonus Compensation. During In addition to any salary payable pursuant to Section 3(a) above, for the term hereoffirst fiscal year of the Company commencing after the Effective Date, Executive shall be eligible to receive in respect of such fiscal year a bonus (the "Bonus"), based on the achievement, as determined by the Board in its sole discretion, of certain performance standards as agreed to by Executive and the Board, with a target Bonus of two hundred thousand dollars ($200,000) (the "Target Bonus"), payable in a combination of 50% cash and 50% vested shares of common stock of the Company ("Common Stock") (the stock portion of any such Bonus, the Executive "Bonus Stock Grant"). The number of shares comprising any Bonus Stock Grant shall participate be determined by dividing the applicable portion of the Bonus being awarded in Common Stock by the Company’s Senior Executive Annual Incentive Plan, fair market value (as it determined by the Board in good faith) of the Common Stock on the date of grant. Any Bonus Stock Grant described in this Section may be amended from time to time separately granted pursuant to the terms thereof (of a stock agreement, and this Section is not intended to duplicate such grant. In addition to any salary payable pursuant to Section 3(a) above, for each succeeding fiscal year of the “Plan,” a current copy of which is attached hereto as Exhibit A) and Company Executive shall also be eligible for a bonus award thereunder (the “Bonus”). For purposes to receive an annual bonus, based on achievement of the Plancertain performance standards, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually as determined by the Board in its sole discretion, payable in a combination of Directors (the “Board”) orcash and vested shares of Common Stock, if as determined by the Board delegates in its sole discretion, and to the Specified Percentage determination process extent permitted by law and applicable stock exchange listing requirements; provided, however, that to a Committee the extent that any amount of such annual bonus exceeds the BoardTarget Bonus, such excess amount may be paid in the form of unvested Common Stock, as determined by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a in its sole discretion. The Target Bonus for each successive year after fiscal year, such Specified Percentage 2007 shall be reviewed on an annual basis in accordance with Executive's annual performance evaluation and adjusted at the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated Company's sole discretion; provided, however, in this Agreement to be prorated for any period of service less than a full year, such Bonus no event shall be prorated by multiplying (x) the amount of the Target Bonus otherwise earned and payable for the applicable any fiscal year in accordance with this Sub-Section 4.2 be reduced below two hundred thousand dollars ($200,000) without Executive's approval. Notwithstanding anything herein to the contrary, Executive shall be guaranteed to receive a 2006 cash Bonus calculated by multiplying two hundred thousand dollars (y$200,000) by a fraction, the numerator of which shall the number of days during the period beginning with the Effective Date and ending with December 31, 2006 and the denominator of which shall be 365 365, and a Bonus for fiscal 2007 of at least two hundred thousand dollars ($200,000) in cash. The cash portion of each Bonus, the numerator of which 2006 Bonus and any other annual bonus shall be paid to Executive within a reasonable time after the number end of the fiscal year, but in no event later than thirty (30) days during (the "Outside Payment Date") following completion of the Company's audit for the applicable fiscal year for year, which the Company shall endeavor in good faith to complete within three months of the last day of the applicable fiscal year; provided, however, that the Outside Payment Date may not be later than the later of (i) two and one- half (2-1/2) months after the end of the applicable fiscal year; and (ii) two and one- half (2-1/2) months after the end of the calendar year; and the stock grant portion, if any, of each Bonus shall be made on such date as the Board determines in its discretion, though no later than the applicable Outside Payment Date. Notwithstanding anything to the contrary contained herein, no Bonus in respect of any fiscal year of the Company will be due to Executive was unless Executive is employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination Company on the last day of the achievement fiscal year in respect of which the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salaryis awarded.

Bonus Compensation. During the term hereof, the (a) Executive shall participate be entitled to receive a bonus (the "Profit Bonus") for each fiscal year of the Company ("Fiscal Year") during the Employment Period based on a percentage of a bonus pool (the "Bonus Pool"). The Bonus Pool shall be equal to ten percent (10%) of the fiscal year-end profit of the Company (net income before taxes and interest as listed in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof 's audited year end financial statements). (the “Plan,” a current copy of which is attached hereto as Exhibit Ab) and Executive's Profit Bonus shall be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be equal to fifty percent (50%) of Base Salary and shall thereafter be established annually the Bonus Pool unless modified by the Board Company in its sole and absolute discretion. (c) For purposes of Directors (this Xxxxxxxxx 0, XXXX shall be based on the “Board”) or, if Company's year end audited financial statements as determined in the Board delegates the Specified Percentage determination process to a Committee course of the BoardCompany's normal audit for the Fiscal Years ending, during the Employment Period increased by such Committeeany amounts payable for, or expenses associated with, the Bonus Pool for any Fiscal Year; provided, however, that in no event shall PTNI include: (i) income from extraordinary gains as set forth in the Financial Statements (as hereinafter defined) (except that income from extraordinary gains shall be applied to offset any extraordinary loss for the same Fiscal Year), (ii) expenses related to the provision of key man life insurance acquired during the lives of Executive or other key executive employees. In The Company undertakes to use its best efforts to cause the event the Board or Committee does not approve the Executive’s Specified Percentage preparation and completion of audited financial statements for all Fiscal Years within 90 ninety (90) days of the beginning end of a fiscal yearsuch Fiscal Year (the "Financial Statements"); provided, however, Executive shall not have any right to complain or contest any failure by the Company to complete such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the audited Financial Statements within such time frame if Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was then employed by the CompanyCompany on substantially the same terms as provided herein. Executive agrees and understands that any prorated Bonus payments will be made only after The determination of PTNI by the achievement Company's independent certified public accountants shall be conclusive and binding upon the Company and Executive. (d) The Profit Bonus due Executive, if any, with respect to a particular Fiscal Year shall be payable in cash within thirty (30) days after receipt by the Company of the applicable Performance Measures Financial Statements for said Fiscal Year, but in no event prior to completion of the audit of such Financial Statements. If Executive's employment is terminated for any reason (as defined in including expiration of the Planterm of this Agreement) prior to the end of any Fiscal Year during the Employment Period, the Profit Bonus due Executive for such Fiscal Year shall be for the entire Fiscal Year. (e) In consideration of Executive's services hereunder, the Executive shall be granted the option to purchase shares of common stock of the Company in accordance with the terms of a Stock Option Agreement to be executed between the Plan. Any compensation paid to Company and Employee after the Executive as Bonus shall be in addition to the Base Salaryeffective date of this Agreement.

Bonus Compensation. During the term hereofTerm, the Executive shall participate in the Company’s Senior Executive Annual Incentive PlanPlan or such other annual bonus plan maintained by the Company for its executives, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A”) and shall be eligible for a annual bonus award awards thereunder (the each annual bonus award, a “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be one hundred and fifty percent (50150%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 ninety (90) days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 three hundred and sixty five (365) and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (Company as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salary.its President, U.S. &

Bonus Compensation. During For each fiscal year completed during the term hereof, the Executive shall participate in shall, have the opportunity to earn an annual bonus (“Annual Bonus”) under the executive incentive plan then applicable to the Company’s Senior Executive Annual Incentive Planexecutives, as it may be amended in effect from time to time pursuant time, based on target objectives determined by the Board or a designated committee thereof after consultation with the Executive; provided, however, that the target objectives for the Executive for fiscal year 2010 shall be weighted as follows: (i) 60% to EBITDA targets (80% related to EBITDA of Easton Sports and 20% related to EBITDA of the Company) and (ii) 40% to the terms thereof achievement of no more than three (3) personal goals that are mutually agreed upon by the “Plan,” Executive and the CEO. The Company will promptly deliver to the Executive a current copy of which is attached hereto as Exhibit A) and the bonus plan for fiscal year 2010 upon final completion. The Executive’s target bonus under the executive incentive plan shall be eligible for a bonus award thereunder Seventy-Five Percent (the “Bonus”). For purposes 75%) of the PlanBase Salary, with a potential for the Annual Bonus to exceed target if the EBITDA targets are exceeded. The actual amount of each Annual Bonus shall be as determined by the Board or its designated committee. In fiscal year 2010, the Executive will be eligible to earn an Annual Bonus as if employed from January 1, 2010, provided he commences employment hereunder on or before March 1, 2010. If he commences employment hereunder after March 1, 2010, any Annual Bonus earned shall be eligible for a Bonus, and prorated from the Executive’s specified percentage (the “Specified Percentage”) for such date his employment commences. Any Annual Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable due to the Executive is stated in this Agreement to hereunder will be prorated for any period of service less payable not later than a full year, such Bonus shall be prorated by multiplying (x) two and one-half months following the amount close of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive bonus was employed by earned or as soon as administratively practicable thereafter, within the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination meaning of Section 409A of the achievement of Internal Revenue Code and the applicable Performance Measures regulations promulgated thereunder, each as amended (“Section 409A”), Except as defined otherwise provided in the Plan) in accordance with the terms of the Plan. Any compensation paid to Section 5 hereof, the Executive as must be employed on the last day of a fiscal year in order to be eligible to earn an Annual Bonus shall be in addition to the Base Salaryfor that fiscal year.

Bonus Compensation. During In addition to any salary payable pursuant to Section 3(a) above, for the term hereoffirst fiscal year of the Company commencing on or immediately following the Effective Date, Executive shall be eligible to receive in respect of such fiscal year a bonus (the "Bonus"), based on the achievement, as determined by the Board in its sole discretion, of certain performance standards as agreed to by Executive and the Board, with a target Bonus of one hundred and fifty thousand dollars ($150,000) (the "Target Bonus"), payable in a combination of 50% cash and 50% vested shares of common stock of the Company ("Common Stock") (the stock portion of any such Bonus, the Executive "Stock Grant"). The number of shares comprising any Stock Grant shall participate be determined by dividing the applicable portion of the Bonus being awarded in Common Stock by the Company’s Senior Executive Annual Incentive Planfair market value (as determined by the Board in good faith) of the Common Stock on the date of grant. Any Stock Grant described in this Section, as it may be amended from time to time separately granted pursuant to the terms thereof (of a stock agreement, and this Section is not intended to duplicate such grant. In addition to any salary payable pursuant to Section 3(a) above, for each succeeding fiscal year of the “Plan,” a current copy of which is attached hereto as Exhibit A) and Company Executive shall also be eligible for a bonus award thereunder (the “Bonus”). For purposes to receive an annual bonus, based on achievement of the Plancertain performance standards, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually as determined by the Board in its sole discretion, payable in a combination of Directors cash and vested shares of Common Stock, as determined by the Board in its sole discretion, and to the extent permitted by law and applicable stock exchange listing requirements; provided, however, that to the extent that any amount of such annual bonus exceeds the Target Bonus, such excess amount may be paid in the form of unvested Common Stock, as determined by the Board in its sole discretion. For calendar year 2005, Executive's bonus will be calculated according to the Annual Incentive Bonus and Compensation Plan of Brookdale Living Communities, Inc. in effect prior to the consummation of the Conveyance, as adjusted for merger and initial public offering costs (the “Board”) or"2005 Bonus"). The cash portion of each Bonus, if the Board delegates 2005 Bonus and any other annual bonus shall be paid to Executive within a reasonable time after the Specified Percentage determination process to a Committee end of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be but in no event later than thirty (30) days (the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x"Outside Payment Date") the amount following completion of the Bonus otherwise earned and payable Company's audit for the applicable fiscal year year, which the Company shall endeavor in accordance with this Sub-Section 4.2 by (y) a fraction, good faith to complete within three months of the denominator last day of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year; provided, however, that the Outside Payment Date may not be later than the later of (i) two and one- half (2-1/2) months after the end of the applicable fiscal year; and (ii) two and one- half (2-1/2) months after the end of the calendar year; and the stock grant portion, if any, of each Bonus shall be made on such date as the Board determines in its discretion, though no later than the applicable Outside Payment Date. Notwithstanding anything to the contrary contained herein, no Bonus in respect of any fiscal year for which of the Company will be due to Executive was unless Executive is employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination Company on the last day of the achievement fiscal year in respect of which the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salaryis awarded.

Bonus Compensation. During For each calendar year during the term hereof, the Executive shall participate in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Planthis Agreement, the Executive shall be eligible for a cash bonus award (the “Annual Cash Bonus”) with a target amount of forty five percent (45%) of his then current base salary pursuant to the Company’s Management Incentive Program (“MIP”). As currently constituted the MIP is based upon (i) the Company’s satisfaction of operating objectives specified by the Company’s Board of Directors each year in its sole discretion, and (ii) individual members of management’s satisfaction of certain individual operating objectives based upon their area of responsibility as specified by the Company’s Board of Directors in their sole discretion. The Executive acknowledges that the Company reserves the right to change the structure of the Annual Cash Bonus from time to time, provided that any change will not affect Executive’s ability to receive an Annual Cash Bonus of up to a target amount of forty five percent (45%) of the Executive’s specified percentage (the “Specified Percentage”) for such base salary. Executive shall be paid his Annual Cash Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee on or before March 1st of the Boardcalendar year following the year to which such bonus relates, by but in all events on or before March 15th of such Committeeyear. In The parties acknowledge that the event determination of the Board or Committee does not approve Annual Cash Bonus for the year in which the Executive’s Specified Percentage within 90 days of employment terminates (and possibly for the beginning of a fiscal prior year) shall not be known on the date the Executive’s employment terminates, such Specified Percentage and, if any, shall be paid by the same as the immediately preceding year. Whenever any Bonus payable Company to the Executive not more than thirty (30) days after the determination thereof, but in all events on or before March 15th of the calendar year following the calendar year of termination. The Executive acknowledges and agrees that as required under law or Company policy, incentive compensation to the extent received based on erroneous information, is stated subject to recoupment for a three year period in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the federal securities laws.” 5. The following sentence is added to the end of Section 2(D) of the Employment Agreement: “All reimbursements under this Agreement to be prorated for any period of service less than a full year, such Bonus Section 2(D) shall be prorated by multiplying (x) made as soon as practicable following submission of a reimbursement request, but no later than the amount end of the Bonus otherwise earned and payable for year following the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive underlying expense was employed by the Companyincurred.” 6. Executive agrees and understands that any prorated Bonus payments will be made only after determination Section 2(E) of the achievement of the applicable Performance Measures (as defined Employment Agreement is hereby deleted in the Plan) in accordance its entirety and replaced with the terms of the Planplaceholder title “(E) Reserved.” 7. Any compensation paid A new section 2(G) is hereby added to the Executive Employment Agreement, to read in its entirety as Bonus shall be in addition to the Base Salary.follows:

Bonus Compensation. (a) During the term hereofInitial Term of Employment, ------------------ the Company shall pay to the Executive an annual bonus of $500,000 in 24 substantially equal semi-monthly installments per year (the "Guaranteed Bonus Amount"). (b) In addition, during the Initial Term of Employment, the Company shall pay to the Executive a lump sum additional annual bonus (an "Incentive Bonus"), determined as follows. For each full calendar year during the Initial Term of Employment, including 1997, prior to the date on which the Spinoff is consummated, the Incentive Bonus shall be equal to the excess, if any, of (i) 6.0% of the Division's pre-tax earnings (determined in accordance with Schedule I hereto) for such calendar year, over (ii) one-half of the Guaranteed Bonus Amount actually paid to the Executive in respect of such calendar year. For the calendar year in which the Spinoff occurs, the Incentive Bonus shall be equal to the excess, if any, of (i) 6% of the Division's pre-tax earnings (determined in accordance with Schedule I hereto) for the period commencing on the first day of such calendar year and ending on the last day of the fiscal quarter in which the Spinoff is consummated, plus, in the event the Spinoff is consummated during the first, second or third fiscal quarter of such calendar year, 7.5% of the Division's Pre-Tax Earnings (as defined in and determined in accordance with Schedule II hereto) for the period commencing on the first day of the fiscal quarter immediately following the fiscal quarter in which the Spinoff is consummated and ending on the last day of such calendar year, over (ii) one-half of the Guaranteed Bonus Amount actually paid to the Executive in respect of such calendar year. For each full calendar year during the Initial Term of Employment following the calendar year in which the Spinoff is consummated, the Incentive Bonus shall be equal to the excess, if any, of (i) 7.5% of the Division's Pre-Tax Earnings (as defined in and determined in accordance with Schedule II hereto) for such calendar year, over (ii) one-half of the Guaranteed Bonus Amount actually paid to the Executive in respect of such calendar year. Any Incentive Bonus shall be payable within two months following the end of the calendar year in respect of which the Bonus is earned (unless the Executive shall participate in otherwise timely elect to defer the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy receipt of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Bonus”). For purposes any such Bonus under any deferred compensation plan of the PlanCompany or the Subsidiary then in effect), the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board whether or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was then employed by the Company. If the Executive agrees and understands that any prorated is entitled to an Incentive Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with pursuant to the terms of this Agreement following termination of employment, the Plan. Any compensation paid to calculation of the Executive as Incentive Bonus shall be made as of the end of the immediately preceding or succeeding fiscal quarter following such termination, whichever is closer in addition terms of days to the Base Salarydate of such termination.

Bonus Compensation. During the term Term hereof, the Executive shall participate in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall will be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Plan, (i) the Executive shall be eligible for a Bonus, Tier I Bonus (as defined in the Plan) and the Executive’s specified percentage Tier I Specified Percentage (as defined in the “Specified Percentage”Plan) for such Bonus shall initially be fifty percent (50%) 200% of Base Salary and (ii) the Executive shall thereafter not be established annually by eligible for a Tier II Bonus (as defined in the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding yearPlan). Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company.” 3. Executive agrees Effective as of January 1, 2007, and understands that any prorated Bonus payments will be made only after determination pursuant to Section 13.3 of the achievement Employment Agreement, the Employment Agreement is hereby amended by adding a new Exhibit 4.2 thereto in such form as attached as Exhibit A hereto. B. The Employment Agreement as otherwise amended is in all other respects confirmed. C. This amendment shall be effective as of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salarydates provided herein.

Bonus Compensation. During the term hereofTerm, the Executive shall participate in the Company’s Senior Executive Annual Incentive PlanPlan or such other annual bonus plan maintained by the Company for its executives, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A”) and shall be eligible for a annual bonus award awards thereunder (the each annual bonus award, a “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty one hundred percent (50100%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 ninety (90) days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 three hundred and sixty five (365) and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the CompanyCompany as its Executive Vice President and Chief Technology Officer. The Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the PlanPlan or other performance objectives associated with the Bonus) by the Board or the Compensation Committee in accordance with the terms of the Plan. Any compensation paid to the Executive as a Bonus shall be in addition to the Base Salary.

Bonus Compensation. During the term hereof, the Executive Employee shall participate also be entitled to an annual performance-related bonus as set forth in the next succeeding sentence commencing with the Company’s Senior Executive Annual Incentive Plan's fiscal year ended March 31, as it may 1999 (the "1999 Fiscal Year"). Employee shall be amended from time entitled to time a bonus (the "Bonus Compensation") pursuant to the terms thereof of the Management Incentive Plan of the Company (the “"Plan,” a current copy of which is attached hereto as Exhibit A") and shall be eligible for a bonus award thereunder (the “Bonus”). For purposes equal to 30% of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process paid to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as Employee in the immediately preceding year. Whenever any Bonus payable fiscal year if and to the Executive is stated in this Agreement extent that the Xxxxx Division and Galion, Inc. achieve earnings before interest charges, income taxes, depreciation and amortization ("EBITDA") of a target amount(s) to be prorated fixed each year by the Committee (the "Target") as determined by reference to the Company's audited financial statements for such fiscal year prepared by the Company's certified public accountants (the "Accountants") in accordance with generally accepted accounting principles; provided, however, that (i) in the event that EBITDA is less than 100% of the Target but equal to or greater than 90% of the Target for any period of service less than a full yearfiscal year during the Term, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned Compensation shall be reduced by 5% for every 1% that EBITDA is below the Target for each such fiscal year, (ii) in the event that EBITDA is below 90% of the Target for any fiscal year during the Term, the Bonus Compensation shall be equal to zero, and payable (iii) in the event that EBITDA is greater than the Target for any fiscal year during the Term, the amount of the Bonus Compensation shall be increased by 4% for every 1% that EBITDA is above the Target for each such fiscal year, up to a maximum of 90% of the Base Salary (the Bonus Compensation, as adjusted, shall be referred to herein as the "Bonus Compensation"); provided, further, that, notwithstanding any of the foregoing, the Bonus Compensation for the applicable 1999 Fiscal Year shall be at least thirty thousand dollars ($30,000). All issues of interpretation in connection with the calculation of the Bonus Compensation of Employee shall be resolved by the Committee in its reasonable discretion. The Company shall pay the Bonus Compensation to Employee for each fiscal year in accordance with this Sub-Section 4.2 by of the Term within (y30) a fraction, days of the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed completion by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination Accountants of their audit of the achievement Company's financial statements for each such fiscal year, unless the employment of the applicable Performance Measures (Employee shall have been terminated for any reason prior to such date, except as defined set forth in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base SalarySections 7.1 and 7.2 below.

Bonus Compensation. During the term hereof, the Executive shall participate be eligible to receive a cash bonus in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof amount of $50,000 (the “Plan,” a current copy Renewal Bonus”) for each twelve (12)-month period during the term of which is attached hereto this Agreement, payable within sixty (60) days following the Effective Date and each anniversary thereof during the term, subject to Executive’s continued employment in good standing, as Exhibit A) and determined by the Board in its sole discretion, on the applicable payment date. Executive’s eligibility to receive the Renewal Bonus shall be eligible for a bonus award thereunder (in addition to, and not in lieu of, Executive’s eligibility to receive the “Bonus”)Discretionary Bonus mentioned below. For purposes of During the Planterm hereof, the Executive shall be eligible to receive a bonus (the “Discretionary Bonus”) for a each fiscal year, prorated for any period of service less than one year, as provided herein. The amount and timing of the Discretionary Bonus, and if any, shall be determined by the Company, in its sole discretion, based on the Executive’s specified percentage performance (including but not limited to Executive’s performance against revenue and profit targets) and that of the “Specified Percentage”) for Company and its Affiliates and such other criteria as the Compensation Committee may consider in its sole discretion. The Discretionary Bonus shall initially be fifty percent (50%) paid by the Company to the Executive annually promptly after determination that the relevant targets have been met but in all events prior to December 31 of Base Salary the year following the year to which the applicable Discretionary Bonus relates, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s annual audit and public announcement of such results and shall thereafter be established annually by paid promptly following the Board Company’s announcement of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding yearearnings. Whenever any Discretionary Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Discretionary Bonus shall be prorated by multiplying (x) the amount of the Discretionary Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Discretionary Bonus shall be in addition to the Base Salary, as well as participation in any other incentive, stock option, stock purchase, profit sharing, deferred compensation, bonus compensation or severance plan, program or arrangement which the Company or any of its Affiliates may adopt or continue from time to time for which the Executive is eligible, each as in accordance with any subscription agreement, stock option plan, and stock option agreement identified, from time to time.

Bonus Compensation. During the term hereofTerm, the Executive shall participate in the Company’s Senior Executive Annual Incentive PlanPlan or such other annual bonus plan maintained by the Company for its executives, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A”) and shall be eligible for a annual bonus award awards thereunder (the each annual bonus award, a “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty one hundred percent (50100%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 ninety (90) days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 three hundred and sixty five (365) and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the CompanyCompany as its Executive Vice President - Chief Marketing Officer. The Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the PlanPlan or other performance objectives associated with the Bonus) by the Board or the Compensation Committee in accordance with the terms of the Plan. Any compensation paid to the Executive as a Bonus shall be in addition to the Base Salary.

Bonus Compensation. During the term hereof, the (a) Executive shall be entitled to participate in the Company’s Senior Executive Annual Incentive Plan's profit sharing program with other key employees of the Company. The program provides for a profit pool (the "Bonus Pool") consisting of 15% of the Company's pre-tax income for each fiscal year of the Company and its consolidated subsidiaries, as it may be amended determined by the Company's independent public accountants for financial reporting purposes in accordance with generally accepted accounting principles, practices and methods, consistently applied, as adjusted to eliminate any undue distortions resulting from time to time pursuant to the terms thereof (pre-tax effects of any extraordinary corporate transactions or other significant, non-recurring items or adjustments accounted for during the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Bonus”)applicable fiscal year. For purposes of the Plan, the Executive shall be eligible for entitled to an allocation of not less than 50% of the Bonus Pool (the "Annual Bonus Amount"). The Board, or a Bonusduly constituted committee thereof, may allocate additional amounts of the Bonus Pool to Executive. Subject to the contractual rights of other persons entitled to participate in the Bonus Pool, and to the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee concurrence of the Board, or a duly constituted committee thereof, the entitlement of the other officers of the Company to the remainder of the Bonus Pool will be made by Executive. Except as otherwise provided herein, the Annual Bonus Amount shall be due and payable as soon as practicable after the end of each fiscal year. Executive shall be paid monthly bonus estimates (the "Monthly Estimates") on or before the fifth day after the completion of each month during the Term. The Monthly Estimates to be paid Executive during the Term shall be one-twelfth of the annualized pre-tax income of the Company calculated in each fiscal year of the Term based on the pre-tax income of the Company for the fiscal quarter or quarters which have elapsed in each such Committeefiscal year and for which financial data is then available; provided, however, that the Monthly Estimates for the first three (3) months of each fiscal year shall be based on the preliminary estimate of the pre-tax income of the Company and its consolidated subsidiaries for the preceding fiscal year. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 Within thirty (30) days of the beginning end of each fiscal quarter during the Term (the "Quarterly Adjustment Date"), Executive shall be paid an amount equal to any shortfall between the aggregate of the Monthly Estimates paid Executive in the prior fiscal quarter (the "Aggregate Monthly Payments") and the then estimated annualized income (the "Latest Estimated Annualized Income"). To the extent that the Aggregate Monthly Estimates exceed the Latest Estimated Annualized Income, such excess shall be carried forward and shall reduce equally the amount of each of the Monthly Estimates to be paid to Executive during the following quarter. When audited financial statements become available for a fiscal year during the Term, a reconciliation shall be made between the Monthly Bonus Amounts paid in respect of such year and the Annual Bonus Amount for such year. To the extent that the Aggregate Monthly Estimates paid during such fiscal year are less than the Annual Bonus Amount, such Specified Percentage shortfall shall be paid to Executive. If such Aggregate Monthly Estimates exceeded the same as Annual Bonus Amount, the immediately preceding yearexcess shall be applied to reduce equally the amount of each of the Monthly Estimates to be paid to Executive during the following quarter. Whenever any Bonus payable The bonus with respect to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus first fiscal year shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance during such year, commencing with the terms Commencement Date. (b) Executive shall receive a cash bonus of $250,000 (the Plan. Any compensation paid to "Bonus") concurrently with the Executive Company consummating the acquisition of Jersey Integrated HealthPractice, Inc., as Bonus shall be in addition to contemplated by that certain Letter of Intent dated January 28, 1998, as amended (the Base Salary"JIH Acquisition").

Bonus Compensation. During the term hereof, the Executive shall participate in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salary.

Bonus Compensation. 4.2.1 During the term hereof, the Executive shall participate be eligible to receive a cash bonus in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof amount of $50,000 (the “Plan,” a current copy Renewal Bonus”) for each twelve (12)-month period during the term of which is attached hereto this Agreement, payable within sixty (60) days following the Effective Date and each anniversary thereof during the term, subject to Executive’s continued employment in good standing, as Exhibit A) and determined by the Board in its sole discretion, on the applicable payment date. Executive’s eligibility to receive the Renewal Bonus shall be eligible for a bonus award thereunder (in addition to, and not in lieu of, Executive’s eligibility to receive the “Bonus”). For purposes of Discretionary Bonus mentioned below. 4.2.2 During the Planterm hereof, the Executive shall be eligible to receive a bonus (the “Discretionary Bonus”) for a each fiscal year, prorated for any period of service less than one year, as provided herein. The amount and timing of the Discretionary Bonus, and if any, shall be determined by the Company, in its sole discretion, based on the Executive’s specified percentage performance (including but not limited to Executive’s performance against revenue and profit targets) and that of the “Specified Percentage”) for Company and its Affiliates and such other criteria as the Compensation Committee may consider in its sole discretion. The Discretionary Bonus shall initially be fifty percent (50%) paid by the Company to the Executive annually promptly after determination that the relevant targets have been met but in all events prior to December 31 of Base Salary the year following the year to which the applicable Discretionary Bonus relates, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s annual audit and public announcement of such results and shall thereafter be established annually by paid promptly following the Board Company’s announcement of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding yearearnings. Whenever any Discretionary Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Discretionary Bonus shall be prorated by multiplying (x) the amount of the Discretionary Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Discretionary Bonus shall be in addition to the Base Salary, as well as participation in any other incentive, stock option, stock purchase, profit sharing, deferred compensation, bonus compensation or severance plan, program or arrangement which the Company or any of its Affiliates may adopt or continue from time to time for which the Executive is eligible, each as in accordance with any subscription agreement, stock option plan, and stock option agreement identified, from time to time.

Bonus Compensation. During (a) Employee shall be entitled to receive a bonus (the term hereof, "Profit Bonus") for each fiscal year of the Executive Company ("Fiscal Year") during the Employment Period based on a percentage of a bonus pool (the "Bonus Pool"). The Bonus Pool shall participate be equal to ten percent (10%) of the fiscal year-end profit of the Company (net income before taxes and interest as listed in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof 's audited year end financial statements). (the “Plan,” a current copy of which is attached hereto as Exhibit Ab) and Employee's Profit Bonus shall be eligible for a bonus award thereunder equal to fifteen percent (20%) of the “Bonus”). Bonus Pool unless modified by the Company in its sole and absolute discretion. (c) For purposes of this Xxxxxxxxx 0, XXXX shall be based on the PlanCompany's year end audited financial statements as determined in the course of the Company's normal audit for the Fiscal Years ending during the Employment Period increased by any amounts payable for, or expenses associated with, the Executive Bonus Pool for any Fiscal Year; provided, however, that in no event shall PTNI include: (i) income from extraordinary gains as set forth in the Financial Statements (as hereinafter defined) (except that income from extraordinary gains shall be eligible applied to offset any extraordinary loss for a Bonusthe same Fiscal Year), (ii) expenses related to the provision of key man life insurance acquired during the lives of Executive or other key executive employees. The Company undertakes to use its best efforts to cause the preparation and the Executive’s specified percentage completion of audited financial statements for all Fiscal Years within ninety (the “Specified Percentage”90) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning end of a fiscal yearsuch Fiscal Year (the "Financial Statements"); provided, however, Employee shall not have any right to complain or contest any failure by the Company to complete such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive audited Financial Statements within such time frame if Employee is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was then employed by the CompanyCompany on substantially the same terms as provided herein. Executive agrees and understands that any prorated Bonus payments will be made only after The determination of PTNI by the achievement Company's independent certified public accountants shall be conclusive and binding upon the Company and Employee. (d) The Profit Bonus due Employee, if any, with respect to a particular Fiscal Year shall be payable in cash within thirty (30) days after receipt by the Company of the applicable Performance Measures Financial Statements for said Fiscal Year, but in no event prior to completion of the audit of such Financial Statements. If Employee's employment is terminated for any reason (as defined in including expiration of the Planterm of this Agreement) prior to the end of any Fiscal Year during the Employment Period, the Profit Bonus due Executive for such Fiscal Year shall be for the entire Fiscal Year. (e) In consideration of Employee's services hereunder, the Employee shall be granted the option to purchase shares of common stock of the Company in accordance with the terms of a Stock Option Agreement to be executed between the Plan. Any compensation paid to Company and Employee after the Executive as Bonus shall be in addition to the Base Salaryeffective date of this Agreement.

Bonus Compensation. During the term hereof, the Executive shall participate in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty one hundred percent (50100%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salary.

Bonus Compensation. 4.2.1 During the term hereofTerm, the Executive shall participate in the Company’s Senior Executive Annual Incentive PlanPlan or such other annual bonus plan maintained by the Company for its executives, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A”) and shall be eligible for a annual bonus award awards thereunder (the each annual bonus award, a “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty one hundred percent (50100%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding yearSalary. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 three hundred and sixty five (365) and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the CompanyCompany as its Executive Vice President, Chief Financial Officer. The Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the PlanPlan or other performance objectives associated with the Bonus) by the Board or the Compensation Committee in accordance with the terms of the Plan. Any compensation paid to the Executive as a Bonus shall be in addition to the Base Salary. Notwithstanding anything to the contrary in this Agreement, Executive’s Bonus for fiscal year 2022 shall not be prorated. 4.2.2 As soon as reasonably practicable following the Effective Date, the Company shall pay the Executive a one-time cash bonus in the amount of One Million Dollars ($1,000,000), less all applicable taxes, payable in a lump sum (the “Sign-On Bonus”). In the event the Executive is terminated by the Company for Cause or the Executive terminates employment with the Company other than for Good Reason, in either case prior to the first anniversary of the Effective Date, the Executive shall repay to the Company the Sign-On Bonus, less applicable taxes. For the avoidance of doubt, the Executive shall not be required to repay the Sign-on Bonus if the Executive’s employment terminates as a result of Executive’s death or pursuant to Sections 5.2, 5.4, or 5.5.

Bonus Compensation. During the term hereof, the Executive shall participate be eligible to receive annual bonus compensation (“Bonus”) during Executive’s employment with OUTFRONT under this Agreement, determined and payable as follows: (i) OUTFRONT agrees Executive shall be eligible to be considered for participation in OUTFRONT’s Executive Bonus Plan (the Company“EBP”), i.e., OUTFRONT’s Senior current bonus plan, or any successor plans to the EBP. Executive Annual Incentive Planshall have an annual bonus target equal to one hundred percent (100%) of his Salary (“Target Bonus”), as it with a maximum bonus opportunity equal to 200% of the Target Bonus (which such percentages may be amended increased, but not decreased from time to time pursuant time). Since the EBP is administered under procedures that are not subject to contractual arrangements, eligibility for consideration is no guarantee of actual participation (or of meeting any target amounts), and the precise amount, form and timing of the awards under the EBP, if any, shall be determined on an annual basis at the sole discretion of the Board, or the appropriate committee of such Board. The Bonus for any calendar year may be subject to proration for the portion of such calendar year that Executive was employed by OUTFRONT. (ii) Notwithstanding the foregoing, Executive’s Bonus for any calendar year shall be payable, less applicable deductions and withholding taxes, between January 1st and March 15th of the year following the year in which the Bonus was considered earned. (iii) If, prior to the terms thereof last day of a calendar year, Executive’s employment with OUTFRONT terminates other than for Cause, or as a result of a termination by Executive for Good Reason, OUTFRONT shall pay Executive a prorated Bonus (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Prorated Bonus”), in which case such Prorated Bonus will be determined in accordance with the guidelines of the EBP and payable in accordance with paragraph 3(b)(ii). For purposes of the Planthis Agreement, the Executive term “Prorated” shall be eligible for a Bonus, and mean the product of Executive’s specified percentage (Bonus determined for the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) calendar year of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated termination multiplied by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was shall have been employed by OUTFRONT in such year and the Companydenominator of which shall be 365 (or 366 if a leap year). Executive agrees Notwithstanding anything in this paragraph 3(b) to the contrary, if at any time prior to Executive’s date of termination Executive’s Target Bonus or maximum bonus opportunity, as a percentage of Executive’s Salary, has been reduced, or Executive’s Salary on which Executive’s Target Bonus and understands that any prorated Bonus payments will be made only after determination maximum bonus opportunity is based has been reduced, in violation of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of this Agreement, then Executive’s Prorated Bonus for the Plan. Any compensation paid to the Executive as Bonus year in which Executive’s employment terminates shall be determined on the basis of the highest Salary, or the highest Target Bonus or maximum bonus opportunity, in addition effect for Executive at any time prior to the Base SalaryExecutive’s date of termination.

Bonus Compensation. During the term hereof, the Executive shall participate in the Company’s Senior Executive 2.3.1 Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall Bonus - Employee will be eligible for a to earn an annual bonus award thereunder (the “Bonus”) based on Employee’s achievement of certain bonus objectives (Objectives”) established by the Employee subject to the approval of the Compensation Committee of the Board (“Compensation Committee”). For purposes It shall be the joint obligation of the PlanEmployee and the Compensation Committee to develop and agree to written achievable Objectives within the first forty five (45) days of the applicable bonus year. Any annual Bonus and any Bonus to be awarded, if any, will be solely based upon achievement of the Executive written Objectives. The sole responsibility of the Compensation Committee with regard to Employee’s bonus is to determine whether the written objectives have been met. The target amount of the Bonus for any given employment year, assuming that all of the target milestones are met, shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty an amount equal to thirty percent (5030%) of the Base Salary in effect for the applicable year. Notwithstanding anything herein to the contrary, the Parties hereby acknowledge and shall thereafter be established annually by agree that the Compensation Committee shall, in accordance with NASDAQ rules and regulations for publicly traded companies, comprise independent directors of the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committeeonly. In the event that the Company has not established a Compensation Committee, the independent directors of the Board or Committee does not approve shall determine whether the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding yearObjectives have been satisfied. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the The amount of the Bonus otherwise earned and payable for annual bonus, if any, shall be determined by the applicable fiscal Compensation Committee, based upon a pre-established formula based upon Employee’s achievement of the Objectives. In order to be eligible to receive the full amount of any annual bonus, Employee must be employed by the Company on the last day of the year in accordance with this Sub-Section 4.2 by (y) a fractionwhich the annual bonus is earned. The annual bonus, the denominator of which if any, shall be 365 and paid in the numerator of which shall be calendar year following the number of days during the applicable fiscal calendar year for which the Executive was employed annual bonus is due, but in any event no later than March 15 of such year, provided that if the Company’s annual financial statements have not been audited and approved by the Board prior to such date, and if an audit later determines that the Objectives were not achieved at the levels on which the bonus was paid to Employee, then within five (5) business days after such determination, Employee shall return any overpaid sums to Company. Executive agrees and understands that If the Company is unable to pay any prorated Bonus payments or other Compensation from the execution date of this Agreement, the outstanding amount will be made only after determination accrue simple interest at the rate of the achievement of the applicable Performance Measures (as defined in the Planfive) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salary5% per annum.

Bonus Compensation. During the term hereofTerm, the Executive shall participate in the Company’s Senior Executive Annual Incentive PlanPlan or such other annual bonus plan maintained by the Company for its executives, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A”) and shall be eligible for a annual bonus award awards thereunder (the each annual bonus award, a “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty one hundred percent (50100%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 ninety (90) days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 three hundred and sixty five (365) and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the CompanyCompany as its Executive Vice President, Chief Financial Officer. The Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the PlanPlan or other performance objectives associated with the Bonus) by the Board or the Compensation Committee in accordance with the terms of the Plan. Any compensation paid to the Executive as a Bonus shall be in addition to the Base Salary.

Bonus Compensation. During In addition to any salary payable pursuant to Section 3(a) above, for the term hereoffirst fiscal year of the Company commencing after the Effective Date, Executive shall be eligible to receive in respect of such fiscal year a bonus (the "Bonus"), based on the achievement, as determined by the Board in its sole discretion, of certain performance standards as agreed to by Executive and the Board, with a target Bonus of two hundred thousand dollars ($200,000) (the "Target Bonus"), payable in a combination of 50% cash and 50% vested shares of common stock of the Company ("Common Stock") (the stock portion of any such Bonus, the Executive "Bonus Stock Grant"). The number of shares comprising any Bonus Stock Grant shall participate be determined by dividing the applicable portion of the Bonus being awarded in Common Stock by the Company’s Senior Executive Annual Incentive Plan, fair market value (as it determined by the Board in good faith) of the Common Stock on the date of grant. Any Bonus Stock Grant described in this Section may be amended from time to time separately granted pursuant to the terms thereof (of a stock agreement, and this Section is not intended to duplicate such grant. In addition to any salary payable pursuant to Section 3(a) above, for each succeeding fiscal year of the “Plan,” a current copy of which is attached hereto as Exhibit A) and Company Executive shall also be eligible for a bonus award thereunder (the “Bonus”). For purposes to receive an annual bonus, based on achievement of the Plancertain performance standards, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually as determined by the Board in its sole discretion, payable in a combination of Directors cash and vested shares of Common Stock, as determined by the Board in its sole discretion, and to the extent permitted by law and applicable stock exchange listing requirements; provided, however, that to the extent that any amount of such annual bonus exceeds the Target Bonus, such excess amount may be paid in the form of unvested Common Stock, as determined by the Board in its sole discretion. For calendar year 2006, Executive's bonus will be calculated according to the 2006 bonus formula of ARC in effect prior to the consummation of the Merger, as adjusted as mutually agreed-upon by the Company and the Executive to give effect to the impact of the Merger (the “Board”) or"2006 Bonus").] The cash portion of each Bonus, if the Board delegates 2006 Bonus and any other annual bonus shall be paid to Executive within a reasonable time after the Specified Percentage determination process to a Committee end of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be but in no event later than thirty (30) days (the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x"Outside Payment Date") the amount following completion of the Bonus otherwise earned and payable Company's audit for the applicable fiscal year year, which the Company shall endeavor in accordance with this Sub-Section 4.2 by (y) a fraction, good faith to complete within three months of the denominator last day of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year; provided, however, that the Outside Payment Date may not be later than the later of (i) two and one- half (2-1/2) months after the end of the applicable fiscal year; and (ii) two and one- half (2-1/2) months after the end of the calendar year; and the stock grant portion, if any, of each Bonus shall be made on such date as the Board determines in its discretion, though no later than the applicable Outside Payment Date. Notwithstanding anything to the contrary contained herein, no Bonus in respect of any fiscal year for which of the Company will be due to Executive was unless Executive is employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination Company on the last day of the achievement fiscal year in respect of which the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salaryis awarded.

Bonus Compensation. (a) During each fiscal year in which the term Executive is employed by NATCO under the terms and conditions of this Employment Agreement, the Executive will be eligible to receive Bonus Compensation pursuant to the Natco Group Inc. Target Bonus Plan (the "Bonus Plan"), which Bonus Compensation shall be payable at the time and in the manner provided for (or elected) under the terms of the Bonus Plan. For these purposes, Executive's "target" annual bonus will be 60% of his Base Salary. The Board will determine, annually, the criteria which determine "target" performance. (b) In the event the Executive is employed by NATCO under the terms and conditions of this Employment Agreement for a period less than any full fiscal year and the Executive's employment with NATCO has been terminated due to the Executive's death or Disability pursuant to Section 13(a), or by NATCO without Cause or by the Executive for Good Reason pursuant to Paragraph 13(d) hereof, any Bonus Compensation payable to the Executive under Paragraph 5(a) of this Employment Agreement shall be prorated accordingly. If the Executive terminates his employment without Good Reason as provided in Paragraph 13(b) hereof or NATCO terminates the Executive's employment for Cause as provided in Paragraph 13(c) hereof, the Executive shall participate in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall not be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable Compensation under this Employment Agreement for the year in which such termination occurs. (c) Any Bonus Compensation payment to which the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with entitled under the terms of the Plan. Any compensation Paragraph 5(a) of this Employment Agreement shall be paid to the Executive as soon as practicable after financial statements have been prepared for the fiscal period to which such Bonus Compensation payment relates, but no later than ninety days from the date such financial statements shall have been prepared. (d) During each fiscal year in which the Executive is employed by NATCO under the terms and conditions of this Employment Agreement, the Executive will be eligible to receive additional bonus payments as the Board deems appropriate in addition its sole and absolute discretion. (e) All references to Bonus Compensation herein are to the Base Salarygross amounts thereof. NATCO shall have the right to deduct therefrom all taxes which may be required to be deducted or withheld under any provision of applicable law now in effect or which may become effective any time during the term of this Employment Agreement.

Bonus Compensation. During Beginning as of the Effective Date and during the term hereof, the Executive shall participate be eligible to receive a bonus (the “Discretionary Bonus”) with a target amount of $55,000 for each fiscal quarter, prorated for any period of service less than one fiscal quarter, as provided herein. The Discretionary Bonus, if earned, will be paid within thirty (30) days following the end of each fiscal quarter during the term hereof. The Discretionary Bonus will become payable based on the Executive’s satisfactory performance of his duties hereunder, as determined by the Compensation Committee of the Board (or, in the Companyabsence of a Compensation Committee, the Board, in which case all references to the Compensation Committee hereunder shall deemed to be a reference to the Board), in its sole discretion. The Compensation Committee may review the Executive’s Senior Executive Annual Incentive Plan, as it may be amended performance from time to time pursuant to the terms thereof (the “Plan,” a current copy and may provide for lesser or greater bonus payments based upon achievement of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be partial or additional criteria established annually or determined by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process Compensation Committee from time to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding yeartime. Whenever any Discretionary Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full yearfiscal quarter, such Discretionary Bonus shall be prorated by multiplying (x) the amount of the Discretionary Bonus otherwise earned and payable for the applicable fiscal year quarter in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 the number of days in the applicable fiscal quarter and the numerator of which shall be the number of days during the applicable fiscal year quarter for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salary.

Bonus Compensation. During In addition to any salary payable pursuant to Section 3(a) above, for the term hereoffirst fiscal year of the Company commencing on or immediately following the Effective Date, Executive shall be eligible to receive in respect of such fiscal year a bonus (the "Bonus"), based on the achievement, as determined by the Board in its sole discretion, of certain performance standards as agreed to by Executive and the Board, with a target Bonus of one hundred thousand dollars ($100,000) (the "Target Bonus"), payable in a combination of 50% cash and 50% vested shares of common stock of the Company ("Common Stock") (the stock portion of any such Bonus, the Executive "Stock Grant"). The number of shares comprising any Stock Grant shall participate be determined by dividing the applicable portion of the Bonus being awarded in Common Stock by the Company’s Senior Executive Annual Incentive Planfair market value (as determined by the Board in good faith) of the Common Stock on the date of grant. Any Stock Grant described in this Section, as it may be amended from time to time separately granted pursuant to the terms thereof (of a stock agreement, and this Section is not intended to duplicate such grant. In addition to any salary payable pursuant to Section 3(a) above, for each succeeding fiscal year of the “Plan,” a current copy of which is attached hereto as Exhibit A) and Company Executive shall also be eligible for a bonus award thereunder (the “Bonus”). For purposes to receive an annual bonus, based on achievement of the Plancertain performance standards, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually as determined by the Board in its sole discretion, payable in a combination of Directors cash and vested shares of Common Stock, as determined by the Board in its sole discretion, and to the extent permitted by law and applicable stock exchange listing requirements; provided, however, that to the extent that any amount of such annual bonus exceeds the Target Bonus, such excess amount may be paid in the form of unvested Common Stock, as determined by the Board in its sole discretion. For calendar year 2005, Executive's bonus will be calculated according to the Annual Incentive Bonus and Compensation Plan of Brookdale Living Communities, Inc. in effect prior to the consummation of the Conveyance, as adjusted for merger and initial public offering costs (the “Board”) or"2005 Bonus"). The cash portion of each Bonus, if the Board delegates 2005 Bonus and any other annual bonus shall be paid to Executive within a reasonable time after the Specified Percentage determination process to a Committee end of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be but in no event later than thirty (30) days (the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x"Outside Payment Date") the amount following completion of the Bonus otherwise earned and payable Company's audit for the applicable fiscal year year, which the Company shall endeavor in accordance with this Sub-Section 4.2 by (y) a fraction, good faith to complete within three months of the denominator last day of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year; provided, however, that the Outside Payment Date may not be later than the later of (i) two and one-half (2 1/2) months after the end of the applicable fiscal year; and (ii) two and one-half (2 1/2) months after the end of the calendar year; and the stock grant portion, if any, of each Bonus shall be made on such date as the Board determines in its discretion, though no later than the applicable Outside Payment Date. Notwithstanding anything to the contrary contained herein, no Bonus in respect of any fiscal year for which of the Company will be due to Executive was unless Executive is employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination Company on the last day of the achievement fiscal year in respect of which the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salaryis awarded.

Bonus Compensation. During In addition to any salary payable pursuant to Section 3(a) above, for the term hereoffirst fiscal year of the Company commencing on or immediately following the Effective Date, Executive shall be eligible to receive in respect of such fiscal year a bonus (the "Bonus"), based on the achievement, as determined by the Board in its sole discretion, of certain performance standards as agreed to by Executive and the Board, with a target Bonus of three hundred thousand dollars ($300,000) (the "Target Bonus"), payable in a combination of 50% cash and 50% vested shares of common stock of the Company ("Common Stock") (the stock portion of any such Bonus, the Executive "Stock Grant"). The number of shares comprising any Stock Grant shall participate be determined by dividing the applicable portion of the Bonus being awarded in Common Stock by the Company’s Senior Executive Annual Incentive Planfair market value (as determined by the Board in good faith) of the Common Stock on the date of grant. Any Stock Grant described in this Section, as it may be amended from time to time separately granted pursuant to the terms thereof (of a stock agreement, and this Section is not intended to duplicate such grant. In addition to any salary payable pursuant to Section 3(a) above, for each succeeding fiscal year of the “Plan,” a current copy of which is attached hereto as Exhibit A) and Company Executive shall also be eligible for a bonus award thereunder (the “Bonus”). For purposes to receive an annual bonus, based on achievement of the Plancertain performance standards, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually as determined by the Board in its sole discretion, payable in a combination of Directors cash and vested shares of Common Stock, as determined by the Board in its sole discretion, and to the extent permitted by law and applicable stock exchange listing requirements; provided, however, that to the extent that any amount of such annual bonus exceeds the Target Bonus, such excess amount may be paid in the form of unvested Common Stock, as determined by the Board in its sole discretion. For calendar year 2005, Executive's bonus will be calculated according to the Annual Incentive Bonus and Compensation Plan of Alterra Healthcare Corporation in effect prior to the consummation of the Conveyance (the “Board”) or"2005 Bonus"). The cash portion of each Bonus, if the Board delegates 2005 Bonus and any other annual bonus shall be paid to Executive within a reasonable time after the Specified Percentage determination process to a Committee end of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be but in no event later than thirty (30) days (the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x"Outside Payment Date") the amount following completion of the Bonus otherwise earned and payable Company's audit for the applicable fiscal year year, which the Company shall endeavor in accordance with this Sub-Section 4.2 by (y) a fraction, good faith to complete within three months of the denominator last day of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year; provided, however, that the Outside Payment Date may not be later than the later of (i) two and one- half (2-1/2) months after the end of the applicable fiscal year; and (ii) two and one- half (2-1/2) months after the end of the calendar year; and the stock grant portion, if any, of each Bonus shall be made on such date as the Board determines in its discretion, though no later than the applicable Outside Payment Date. Notwithstanding anything to the contrary contained herein, no Bonus in respect of any fiscal year for which of the Company will be due to Executive was unless Executive is employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination Company on the last day of the achievement fiscal year in respect of which the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salaryis awarded.

Bonus Compensation. During the term hereof, the Executive shall participate be eligible to receive a bonus (the "Discretionary Bonus") for each fiscal year, prorated for any period of service less than one year, as provided herein. The amount and timing of the Discretionary Bonus, if any, shall be determined by the Company, in its sole discretion, based on the Executive's performance (including but not limited to Executive’s performance against revenue and profit targets) and that of the Company and its Affiliates and such other criteria as the Compensation Committee may consider in its sole discretion. The Discretionary Bonus shall be paid by the Company to the Executive quarterly promptly after determination that the relevant targets have been met, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy quarterly audit and public announcement of which is attached hereto as Exhibit A) such results and shall be eligible for a bonus award thereunder (paid promptly following the “Bonus”). For purposes Company’s announcement of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding yearearnings. Whenever any Discretionary Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Discretionary Bonus shall be prorated by multiplying (x) the amount of the Discretionary Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Discretionary Bonus shall be in addition to the Base Salary, as well as participation in any other incentive, stock option, stock purchase, profit sharing, deferred compensation, bonus compensation or severance plan, program or arrangement which the Company or any of its Affiliates may adopt or continue from time to time for which the Executive is eligible, each as in accordance with any subscription agreement, stock option plan, and stock option agreement identified, from time to time.