Common use of Bonus Compensation Clause in Contracts

Bonus Compensation. (a) Xxxxxxxxx shall participate in the Parent Corporation’s Amended and Restated 1999 Variable Bonus Plan and/or any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of Employer, including corporate officers who are members of the Executive Committee and the Strategy and Planning Committee, in each case as determined by the Compensation, Nominating and Governance Committee of the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation (the “Annual Bonus”) paid to Xxxxxxxxx pursuant to all such bonus plans for any year (including the fiscal year ending December 31, 2006 and the fiscal year during which his employment is terminated) shall not be less than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably to two hundred percent (200%) of the Target Bonus Amount for such fiscal year if one hundred thirty percent (130%) of plan goals are achieved and scaled down ratably to thirty-five percent (35%) of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achieved. (b) For each fiscal year during the term of this Agreement, the “Target Bonus Amount” shall be equal to the product of the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which the bonus is being paid, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual Bonus shall be paid no later than March 15 of the fiscal year following the fiscal year for which the bonus is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior to the end of the fiscal year for which the bonus is being paid, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payable.

Bonus Compensation. (a) Xxxxxxxxx shall participate in the Parent Corporation’s Amended and Restated 1999 Variable Bonus Plan and/or any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of Employer, including corporate officers who are members of the Executive Committee and the Strategy and Planning Committee, in each case as determined by the Compensation, Nominating and Governance Committee of the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation (the “Annual Bonus”) paid to Xxxxxxxxx pursuant to all such bonus plans for any year (including beginning with the fiscal year ending December 31, 2006 2010 and including the fiscal year during which his employment is terminated) shall not be less than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably to two hundred percent (200%) % of the Target Bonus Amount for such fiscal each year if one hundred thirty percent (130%) 154% of plan goals are achieved and scaled down ratably to thirty-five percent (35%) 15% of the Target Bonus Amount for such fiscal each year if eighty five percent (85%) 70% of plan goals are achieved, in accordance with the methodology established by the Committee and provided to Xxxxxxxxx. (b) For each fiscal year during the term of this Agreement, the “Target Bonus Amount” shall be equal to the product of the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which the bonus is being paid, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall not be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40less than 175%, with a guaranteed minimum Target Bonus Amount of $1,715,000, which may be increased at the discretion of the Committee, from time to time. Notwithstanding anything herein to the contrary, if an Annual Bonus payment is or was based on materially inaccurate financial statements (whether or not resulting in restatement) or any other materially inaccurate performance metric criteria, such Annual Bonus payment shall be subject to (A) forfeiture and recoupment from Xxxxxxxxx to the extent that calculation of the plan goals is determined to have erroneously increased the amount of the Annual Bonus or (B) increase to the extent that the plan goals calculation is determined to have erroneously reduced the amount of the Annual Bonus. (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual Bonus shall be paid no later than March 15 of the fiscal year following the fiscal year for which the bonus is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior to the end of the fiscal year for which the bonus is being paid, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payable.

Bonus Compensation. (a) Xxxxxxxxx shall participate in the Parent Corporation’s Amended and Restated 1999 Variable Bonus Plan and/or any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of Employer, including corporate officers who are members of the Executive Committee and the Strategy and Planning Committee, in each case as determined by the Compensation, Nominating and Governance Committee of the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation (the “Annual Bonus”) paid to Xxxxxxxxx pursuant to all such bonus plans for any year (including the fiscal year ending December 31, 2006 and the fiscal year during which his employment is terminated) shall not be less than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably to two hundred percent (200%) of the Target Bonus Amount for such fiscal year if one hundred thirty percent (130%) of plan goals are achieved and scaled down ratably to thirty-five percent (35%) of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achieved. (b) For each fiscal calendar year during the term of this Agreement, the “Target Bonus Amount” Executive shall be equal eligible for a cash bonus award (the “Annual Cash Bonus”) with a target amount of sixty percent (60%) of his then current base salary pursuant to the product of Company’s then current Management Incentive Program (“MIP”). As currently constituted the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which the bonus MIP is being paid, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to based upon (i) the amount which Company’s satisfaction of operating objectives specified by the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date Company’s Board of termination of his employment been the plan goals for the entire fiscal yearDirectors each year in its sole discretion, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied individual members of management’s satisfaction of certain individual operating objectives based upon their area of responsibility as specified by a fraction, the numerator Company’s Board of which is Directors in their sole discretion. The Executive acknowledges that Company reserves the number of months in right to change the fiscal year through the end structure of the month immediately following MIP from time to time, provided that any change will not affect the date Executive’s ability to receive an Annual Cash Bonus with a target of termination sixty percent (60%) of Xxxxxxxxx’x employment and the denominator of which is 12. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual Bonus Executive’s base salary. The Executive shall be paid no later than his Annual Cash Bonus on or about March 15 1st of the fiscal calendar year following the fiscal year for to which such bonus relates, and in all events on or before March 15th of such year. The parties acknowledge that the bonus is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior to the end determination of the fiscal year for which the bonus is being paid, the Annual Cash Bonus for the partial year preceding in which the termination of his Executive’s employment terminates (and possibly for the prior year) shall not be known on the date the Executive’s employment terminates, and, if any, shall be paid no later by Company to the Executive not more than thirty (30) days after the determination thereof, but in all events on or before March 15 15th of the calendar year following the termination of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal calendar year of less than twelve months termination. The Executive’s Annual Cash Bonus potential shall be paid no later than March 15 following reviewed annually for increase or decrease by the end Compensation Committee and recommended to the Board of Directors for approval in their sole discretion. The Executive acknowledges and agrees that as required under law or Company policy, incentive compensation to the extent received based on erroneous information, is 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. Section 2 (D) of the period for which such amount Employment Agreement: is payable.hereby amended and restated in its entirety as follows:

Bonus Compensation. (aIn addition to any salary payable pursuant to Section 3(a) Xxxxxxxxx shall participate in above, for the Parent Corporation’s Amended and Restated 1999 Variable Bonus Plan and/or any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of Employer, including corporate officers who are members first fiscal year of the Company commencing after the Effective Date, Executive Committee and shall be eligible to receive in respect of such fiscal year a bonus (the Strategy and Planning Committee"Bonus"), in each case based on the achievement, as determined by the CompensationBoard in its sole discretion, Nominating of certain performance standards as agreed to by Executive and Governance Committee the Board, with a target Bonus of [________________] dollars ($[_________]) (the "Target Bonus"), payable in a combination of 50% cash and 50% vested shares of common stock of the Parent Corporation Company (or, in "Common Stock") (the absence stock portion of a Compensation, Nominating and Governance Committeeany such Bonus, the Board "Bonus Stock Grant"). The number of Directors or another committee shares comprising any Bonus Stock Grant shall be determined by dividing the applicable portion of directors designated the Bonus being awarded in Common Stock by the fair market value (as determined by the Board of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation (the “Annual Bonus”) paid to Xxxxxxxxx pursuant to all such bonus plans for any year (including the fiscal year ending December 31, 2006 and the fiscal year during which his employment is terminated) shall not be less than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably to two hundred percent (200%in good faith) of the Target Bonus Amount for such fiscal year if one hundred thirty percent (130%) of plan goals are achieved and scaled down ratably to thirty-five percent (35%) of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achieved. (b) For each fiscal year during the term of this Agreement, the “Target Bonus Amount” shall be equal to the product of the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which the bonus is being paid, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following Common Stock on the date of termination grant. Any Bonus Stock Grant described in this Section may be separately granted pursuant to the terms of his employment been the plan goals 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 the entire fiscal year, the each succeeding fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through Company Executive shall also be eligible to receive an annual bonus, based on achievement of certain performance standards, as determined by the following December 31Board in its sole discretion, (ii) multiplied payable in a combination of cash and vested shares of Common Stock, as determined by a fractionthe Board in its sole discretion, and to the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment extent permitted by law and the denominator of which is 12. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual Bonus shall be paid no later than March 15 of the fiscal year following the fiscal year for which the bonus is being paidapplicable stock exchange listing requirements; provided, however, that if to the employment extent that any amount of Xxxxxxxxx is terminated 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 former Chief Executive Officer of ARC to give effect to the impact of the Merger (the "2006 Bonus"). The cash portion of each Bonus, the 2006 Bonus and any other annual bonus shall be paid to Executive within a reasonable time after the end of the fiscal year year, but in no event later than thirty (30) days (the "Outside Payment Date") following completion of the Company's audit for the applicable fiscal year, which the bonus is being paidCompany shall endeavor in good faith to complete within three months of the last day of the applicable fiscal year; provided, however, that the Annual Bonus for the partial year preceding the termination of his employment shall Outside Payment Date may not be paid no later than March 15 following the termination later of his employment (i) two and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve one- half (2-1/2) months shall be paid no later than March 15 following after the end of the period for 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 unless Executive is employed by the Company on the last day of the fiscal year in respect of which such amount the Bonus is payableawarded.

Bonus Compensation. (a) Xxxxxxxxx shall participate in the Parent Corporation’s Amended and Restated 1999 Variable Bonus Plan and/or any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of Employer, including corporate officers who are members of the Executive Committee and the Strategy and Planning Committee, in each case as determined by the Compensation, Nominating and Governance Committee of the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation (the “Annual Bonus”) paid to Xxxxxxxxx pursuant to all such bonus plans for any year (including the fiscal year ending December 31, 2006 and the fiscal year during which his employment is terminated) shall not be less than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably to two hundred percent (200%) of the Target Bonus Amount for such fiscal year if one hundred thirty percent (130%) of plan goals are achieved and scaled down ratably to thirty-five percent (35%) of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achieved. (b) For each fiscal year during the term of this Agreement, the “Target Bonus Amount” shall be equal to the product of the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which the bonus is being paid, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual Bonus shall be paid no later than March 15 the end of the third month of the fiscal year following the fiscal year for which the bonus is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior to the end of the fiscal year for which the bonus is being paid, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 the end of the third month following the termination of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 the end of the third month following the end of the period for which such amount is payable.

Bonus Compensation. During the term hereof, the Executive shall be eligible to receive a bonus (athe "Discretionary Bonus") Xxxxxxxxx shall participate in the Parent Corporation’s Amended for each fiscal year, prorated for any period of service less than one year, as provided herein. The amount and Restated 1999 Variable Bonus Plan and/or any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of Employer, including corporate officers who are members timing of the Executive Committee and the Strategy and Planning CommitteeDiscretionary Bonus, in each case as if any, shall be determined by the Compensation, Nominating and Governance Compensation Committee of the Parent Corporation Board (or, in the absence of a Compensation, Nominating and Governance Compensation Committee, the Board Board, in which case all references to the Compensation Committee hereunder shall deemed to be a reference to the Board), in its sole discretion, based on the Executive's performance and that of Directors or another committee of directors designated 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 Board Company to the Executive promptly after determination that the relevant targets (which shall be issued and reviewed on an annual basis) have been met, it being understood that the attainment of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual any financial targets associated with any bonus or incentive compensation (the “Annual Bonus”) paid to Xxxxxxxxx pursuant to all such bonus plans for any year (including the fiscal year ending December 31, 2006 and the fiscal year during which his employment is terminated) shall not be less than determined until following the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably to two hundred percent (200%) completion of the Target Bonus Amount for Company’s annual audit and public announcement of such fiscal year if one hundred thirty percent (130%) of plan goals are achieved results and scaled down ratably to thirty-five percent (35%) of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achieved. (b) For each fiscal year during the term of this Agreement, the “Target Bonus Amount” shall be equal to paid promptly following the product Company’s announcement of the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which the bonus is being paid, as calculated belowearnings. The “Target Bonus Percentage” Compensation Committee may review the Executive’s performance from time to time and may provide for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining lesser or greater bonus payments based upon achievement of partial or additional criteria established or determined by the Annual Compensation Committee from time to time. Whenever any Discretionary Bonus payable to Xxxxxxxxx the Executive is stated in this Agreement to be prorated for any year in which he was not employed by Employer for the entire period of service less than a full year, the Annual such Discretionary Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to prorated by multiplying (ix) the amount which of the Annual Discretionary Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals otherwise payable for the entire fiscal year, the applicable fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, in accordance with this Section 4.2 by (iiy) multiplied by a fraction, the denominator of which shall be 365 and the numerator of which is shall be the number of months in days during the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual Bonus shall be paid no later than March 15 of the fiscal year following the applicable fiscal year for which the bonus is being paid; provided, however, that if Executive was employed by the employment of Xxxxxxxxx is terminated prior Company. Any compensation paid to the end 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 the fiscal year its Affiliates may adopt or continue from time to time, for which the bonus Executive is being paideligible, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment each as in accordance with any subscription agreement, stock option plan, and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable stock option agreement identified, from time to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payabletime.

Bonus Compensation. (a) Xxxxxxxxx shall participate in 3.2.1 In addition to the Parent Corporation’s Amended and Restated 1999 Variable Bonus Plan and/or any other cash Base Salary, Bandwidth will pay to Xxxxxx bonus or incentive compensation plan of Employer established for corporate executive officers of Employer, including corporate officers who are members of the Executive Committee and the Strategy and Planning Committee, in each case as determined by the Compensation, Nominating and Governance Committee of the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation (the “Annual Bonus”) paid to Xxxxxxxxx pursuant to all such bonus plans for any year (including the fiscal year ending December 31, 2006 and the fiscal year during which his employment is terminated) shall not be less than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled Employment Period of up ratably to two one hundred percent (200100%) of the Target Bonus Amount for such fiscal year Base Salary (or more if Bandwidth exceeds its Revenue, New Customer Revenue, and Operating Earnings targets and the pro-rata calculations provided in Section 3.2.2 below yield more than one hundred thirty percent (130%) of plan goals are achieved and scaled down ratably to thirty-five percent (35100%) of the Target Base Salary) (the “Bonus Amount for such fiscal year if eighty five Compensation”). Ten percent (8510%) of plan goals are achievedthe Bonus Compensation will be based on Xxxxxx meeting individual performance objectives, and ninety percent (90%) will be based on Bandwidth meeting its Revenue, New Customer Revenue, and Operating Earnings targets provided for in its annual Budget. The individual performance objectives and the relative weighting of the respective Revenue, New Customer Revenue and Operating Earnings targets will be mutually agreed by the Board and Xxxxxx at the beginning of each calendar year. (b) For 3.2.2 The Bonus Compensation will be earned, if at all, upon satisfaction of applicable criteria, as reasonably determined by the Board. The Bonus Compensation based on individual performance objectives will be earned pro-rata upon Xxxxxx attaining each fiscal year during objective, as reasonably determined by the term of this AgreementBoard. The Bonus Compensation based on Bandwidth meeting its Revenue, New Customer Revenue, and Operating Earnings provided for in its annual Budget will be earned pro-rata based upon the “Target Bonus Amount” shall be equal to the product relative weighting of the Target Bonus Percentage for that fiscal year respective Revenue, New Customer Revenue and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which the bonus is being paid, as calculated belowOperating Earnings targets. The “Target Bonus Percentage” Board will establish a Budget, including Revenue, New Customer Revenue, and Operating Earnings, not later than March 31st for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year in which he was not employed by Employer for the entire calendar year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual 3.2.3 Bonus shall Compensation will be paid no later than March 15 15th of the fiscal year following succeeding the fiscal calendar year for with respect to which the bonus Bonus Compensation, if any, is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior calculated. 3.2.4 In addition to the end Bonus Compensation, the Board will from time to time review Xxxxxx’x efforts on behalf of Bandwidth and may within its discretion award a special bonus for extraordinary service. Special bonuses, if any, will not count as any other compensation payable under this Agreement.” 2. The following is inserted as a new Section 8.3 immediately following Section 8.2 of the fiscal year for which Xxxxxx Employment Agreement: 3. The following definitions are hereby inserted in Exhibit A to the bonus is being paid, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payable.Xxxxxx Employment Agreement:

Bonus Compensation. (a) Xxxxxxxxx shall participate in the Parent Corporation’s Amended and Restated 's 1999 Variable Bonus Plan, CNB's Executive Management Bonus Plan and/or and any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of Employer, including corporate officers who are members of the Executive Committee and the Strategy and Planning Committee, in each case as determined by the Compensation, Compensation and Directors Nominating and Governance Committee Committees of the Parent Corporation and CNB, as applicable (or, in the absence of a Compensation, Compensation and Directors Nominating and Governance Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation (the “"Annual Bonus”") paid to Xxxxxxxxx pursuant to all such bonus plans for any year (including the fiscal year ending December 31, 2006 1998 and the fiscal year during which his employment is terminated) shall not be less than one hundred twenty-five percent (125%) of his Annual Base Compensation as of December 31 of the Target Bonus Amount year for that fiscal year which the bonus is being paid if plan goals for the year are achieved, scaled up ratably to two hundred percent (200%) of the Target Bonus Amount for such fiscal year if one hundred thirty percent (130%) of plan goals are achieved and scaled down ratably to thirty-thirty five percent (35%) of the Target Bonus Amount for such fiscal year if eighty eighty-five percent (85%) of plan goals are achieved. (b) For each fiscal year during the term of this Agreement, the “Target Bonus Amount” shall be equal to the product of the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which the bonus is being paid, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Xxxxxxxxx'x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x Xxxxxxxxx'x employment and the denominator of which is 12. (d) . Unless Xxxxxxxxx elects to defer receipt thereof, each Annual Bonus shall be paid no later than March 15 the end of the third month of the fiscal year following the fiscal year for which the bonus is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior to the end of the fiscal year for which the bonus is being paid, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 the end of the third month following the termination of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 the end of the third month following the end of the period for which such amount is payable.

Bonus Compensation. (a) Xxxxxxxxx During the term hereof, the Executive shall be entitled to participate in the Parent Corporation’s Amended and Restated 1999 Variable Bonus Plan and/or any other cash bonus or Company's short-term incentive compensation plan of Employer established for corporate executive officers of Employerand long-term incentive compensation plan, including corporate officers who are members each as in effect from time to time. Except as otherwise expressly provided herein, the Executive's participation in the Company's short-term and long-term incentive compensation plans shall be subject to (A) the terms of the Executive Committee and the Strategy and Planning Committeeapplicable plan documents, in each case as determined by the Compensation, Nominating and Governance Committee (B) generally applicable policies of the Parent Corporation Company, and (orC) the discretion of the Board or any committee of the Board provided for in or contemplated by such plans. The Executive understands and agrees that the Company may amend, replace or terminate any or all of its incentive compensation plans from time to time in the absence sole discretion of a Compensation, Nominating and Governance Committee, the Board of Directors and that nothing contained herein shall obligate the Company to continue any such plan or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation (the “Annual Bonus”) paid to Xxxxxxxxx pursuant to all such bonus plans for any year (including the fiscal year ending December 31, 2006 and the fiscal year during which his employment is terminated) shall not be less than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably to two hundred percent (200%) of the Target Bonus Amount for such fiscal year if one hundred thirty percent (130%) of plan goals are achieved and scaled down ratably to thirty-five percent (35%) of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achieved. (b) For each fiscal year during the term of this Agreement, the “Target Bonus Amount” shall be equal to the product of the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which the bonus is being paid, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual Bonus shall be paid no later than March 15 of the fiscal year following the fiscal year for which the bonus is being paid; provided, however, that if the employment amendment, replacement or termination of Xxxxxxxxx is terminated prior to the end one or all of the fiscal year for which plans shall not affect the bonus is being paidExecutive's right to receive not less than the guaranteed minimum bonuses set forth below during his employment under this Agreement. The Executive shall be entitled to receive, the Annual Bonus for the partial plan year preceding the in which termination of his employment occurs, a bonus under any incentive compensation plan in which he is then a participant, pro-rated to the date of termination and calculated as if his target bonus under that plan had been met, provided that termination occurs pursuant to Section 6.a., Section 6.b, Section 6.d or 6.f hereof. It is agreed that the Executive's target bonus under the short-term incentive plan shall be paid no later than March 15 following equal to the termination target bonus of his employment the Company's Chief Executive Officer (the "CEO") under that plan, expressed as a percentage of base salary, and any amounts payable under any subparagraphs that, for purposes of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal the Executive's participation in the short-term incentive plan in calendar year of less than twelve months 1997, the Executive shall be paid no later than March 15 following treated as if he had been employed by the end Company as of January 1,1997. Provided that he is employed hereunder at the time the 1997 short-term incentive compensation bonus is payable to executives of the period Company generally, the Executive shall be guaranteed a minimum short-term incentive bonus of Three Hundred Thousand Dollars ($300,000) for which calendar year 1997, payable in 1998; provided, however, that in the event the Executive's short-term bonus compensation, calculated in accordance with the terms of the Company's short-term incentive compensation plan, exceeds his guaranteed minimum short-term incentive bonus hereunder for calendar year 1997, the Executive shall be entitled to the higher short-term incentive bonus for that year. It is agreed that the Executive's target bonus under the Company's long-term incentive plan, (i) shall be one-third of the CEO's target bonus for the three-year performance cycle of 1995, 1996 and 1997, expressed as a percentage of base salary; (ii) shall be two-thirds of the CEO's target bonus for the three-year performance cycle of 1996, 1997 and 1998, expressed as a percentage of base salary; and (iii) shall be equal to the CEO's target bonus for the three-year performance cycle of 1997, 1998 and 1999, expressed as a percentage of base salary. Provided that he is employed hereunder on the last day of the performance cycle for the following long-term incentive compensation bonuses, the Executive shall be guaranteed a minimum long-term incentive bonus of Three Hundred Thousand Dollars ($300,000) for the three-year performance cycle of 1995, 1996 and 1997, payable in 1998, and a minimum bonus of Four Hundred Thousand Dollars ($400,000) for the three-year performance cycle of 1996, 1997 and 1998, payable in 1999; provided, however, in the event the Executive's long-term bonus compensation, calculated in accordance with the terms of the Company's long-term incentive plan, exceeds his guaranteed minimum bonus payable in 1998 and/or 1999, the Executive shall be entitled to the higher long-term incentive bonus for such amount is payableyear(s).

Bonus Compensation. 3.2.1 In addition to the Base Salary, Bandwidth will pay to Executive bonus compensation each year during the Employment Period of up to 75% (athe “Target Bonus”) Xxxxxxxxx shall participate in the Parent Corporation’s Amended and Restated 1999 Variable Bonus Plan and/or any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of Employer, including corporate officers who are members of the Executive Committee Base Salary (or more if Bandwidth exceeds its corporate objectives established from time to time pursuant to Section 3.2.2 below and the Strategy and Planning Committee, pro-rata calculations provided in each case as determined by the Compensation, Nominating and Governance Committee Section 3.2.2 below yield more than 75% of the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensationBase Salary) (such body, whether a committee or the entire board, is hereinafter referred to as the “CommitteeBonus Compensation”). The aggregate amount Bonus Compensation will be adjusted based on Executive’s individual achievement of annual bonus or incentive compensation (the “Annual Bonus”) paid personal objectives established from time to Xxxxxxxxx time pursuant to all such bonus plans Section 3.2.2 below; for any year (including the fiscal year ending December 31example, 2006 and the fiscal year during which his employment is terminated) shall not be less than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably to two Bandwidth achieves one hundred percent (200100%) of each of the Target Bonus Amount for such fiscal year if corporate objectives established from time to time pursuant to Section 3.2.2 below and Executive achieves one hundred thirty one percent (130101%) of plan goals are achieved Executive’s personal objectives, the Bonus Compensation calculated pursuant to the first sentence of this Section 3.2.1 would be multiplied by 1.01. The individual performance objectives and scaled down ratably to thirty-five percent (35%) the relative weighting of the Target Bonus Amount respective corporate objectives established from time to time pursuant to Section 3.2.2 below will be reviewed by the Chief Executive Officer, who will make recommendations to the Board and/or the Compensation Committee for such fiscal year if eighty five percent (85%) determination by the Board and/or the Compensation Committee at the beginning of plan goals are achievedeach calendar year. (b) For 3.2.2 The Bonus Compensation will be earned, if at all, upon satisfaction of criteria, reviewed by the Chief Executive Officer, who will make recommendations to the Board and/or the Compensation Committee for determination by the Board and/or the Compensation Committee, based on Executive’s individual performance objectives and Bandwidth’s corporate objectives. The Bonus Compensation based on Executive’s individual performance objectives will be earned pro-rata upon Executive attaining each fiscal objective, as reasonably reviewed by the Chief Executive Officer, who will make recommendations to the Board and/or the Compensation Committee for determination by the Board and/or the Compensation Committee. The Bonus Compensation based on Bandwidth’s corporate objectives will be earned upon Bandwidth meeting its corporate objectives established from time to time pursuant to this Section 3.2.2 provided for in its annual Budget pro-rata based upon the relative weighting of the respective corporate objectives established from time to time pursuant to this Section 3.2.2, each as reasonably reviewed by the Chief Executive Officer, who will make recommendations to the Board and/or the Compensation Committee for determination by the Board and/or the Compensation Committee not later than March 15th for each calendar year. The Chief Executive Officer may review and recommend for determination by the Board and/or the Compensation Committee other corporate objectives and corresponding Budget targets on an annual basis. The Bonus Compensation for 2021 will be pro-rated for the Executive’s partial year of employment during the term of this Agreement, the “Target Bonus Amount” shall be equal to the product of the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which the bonus is being paid, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year in which he was not employed by Employer for the entire 2021 calendar year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual 3.2.3 Bonus shall Compensation will be paid no later than March 15 15th of the fiscal year following succeeding the fiscal calendar year for with respect to which the bonus Bonus Compensation, if any, is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior calculated. 3.2.4 In addition to the end of the fiscal year for which the bonus is being paidBonus Compensation, the Annual Bonus Chief Executive Officer will from time to time review Executive’s efforts on behalf of Bandwidth and may make recommendations to the Board and/or the Compensation Committee for determination by the partial year preceding Board and/or the termination of his employment shall be paid no later than March 15 following the termination of his employment and Compensation Committee a special bonus for extraordinary service. Special bonuses, if any, will not count as any amounts other compensation payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payablethis Agreement.

Bonus Compensation. (ai) Xxxxxxxxx shall participate in the Parent Corporation’s Amended and Restated 1999 Variable Bonus Plan and/or any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of EmployerIn addition to his Base Salary, including corporate officers who are members of the Executive Committee and the Strategy and Planning Committee, in each case as determined by the Compensation, Nominating and Governance Committee of the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating will be entitled to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of earn an annual bonus or incentive compensation (the “Annual Bonus”) paid to Xxxxxxxxx pursuant to all such bonus plans and/or quarterly bonuses for any year (including the fiscal year ending December 31, 2006 and the fiscal year during which his employment is terminated) shall not be less than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably to two hundred percent (200%) of the Target Bonus Amount for such fiscal year if one hundred thirty percent (130%) of plan goals are achieved and scaled down ratably to thirty-five percent (35%) of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achieved. (b) For each fiscal calendar year during the term of this Agreement, Agreement based upon performance criteria and targets established from time to time by the “Target Bonus Amount” shall Compensation Committee. Executive’s target cash bonus for each calendar year will be equal to the product of the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which the bonus is being paid, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 100% $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal Base Salary for such year (the “Cash Bonus”). Unless the Committee determines otherwise prior to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following first quarter of a given calendar year, 80% of the Cash Bonus will be allocated to achievement of quarterly targets (i.e., 20% per quarter) and 20% allocated to achievement of annual targets. The Executive will also be entitled to any additional bonus and incentive compensation granted to Executive by the Compensation Committee in its discretion. The timing of determination and the date of termination payment of Xxxxxxxxx’x employment the bonus would be consistent with the payment dates for the other senior officers of the Company. First, second and the denominator of which is 12. (d) Unless Xxxxxxxxx elects to defer receipt thereofthird quarter Cash Bonuses, each Annual Bonus shall if any, will be paid during the quarter following the end of the relevant quarter. Fourth quarter and annual Cash Bonuses, if any, will be paid in the calendar year following the year in which the bonus was earned, but no later than March 15 of such following year. (ii) The Executive will also be entitled to receive a bonus payable in shares of restricted common stock of the fiscal year Company (“the Stock Bonus”) issued under the Company’s Amended and Restated 2004 Long-Term Incentive Plan (the “Plan”). The Stock Bonus would be payable on the same dates as any quarterly and/or annual Cash Bonuses, as the case may be, and will consist of a number of shares of restricted stock equal to (a) the dollar amount of the Cash Bonus payable for such period divided by (b) the per share closing price of the common stock as reported by the New York Stock Exchange (or other primary exchange on which the common stock may then trade) on the date of payment of the relevant Cash Bonus. No fractional shares shall be issued; cash will be paid in lieu thereof. Subject to 2.2(iii), each share of restricted stock issued as a Stock Bonus will vest (and will no longer be subject to risk of forfeiture) on the business day following the fiscal year date of payment. (iii) The restricted share agreement related to any Stock Bonus shares shall provide that those shares may not be sold or transferred for a period of 18 months following the date on which the bonus is being paidthose shares are issued; provided, however, that if the employment of Xxxxxxxxx is terminated prior this transfer restriction shall not apply to the end following: (a) any sale or transfer (including an implied sale pursuant to a net share settlement arrangement with the Company) to satisfy state, local, federal or foreign income tax liabilities of the Executive arising from the receipt or vesting of those shares; (b) any transfer to a charitable trust established by the Executive; and (c) any transfer upon or following a Change in Control of the Company, a termination of the Executive by the Company without Cause or by the Executive for Good Reason, or as otherwise permitted by the Compensation Committee, in its sole discretion. (iv) In connection with the execution of this Fourth Amendment, the Company will grant to Executive an aggregate of 675,000 shares of restricted common stock of the Company as a long-term incentive award (the “LTI”) issued under the Plan pursuant to two restricted stock agreements of even date herewith as follows: (a) Two-thirds of the LTI, or 450,000 shares, will vest (and will no longer subject to the risk of forfeiture) in 12 equal quarterly installments of 37,500 shares beginning on March 31, 2010, provided that Executive is then still employed by the Company or any of its Affiliates; and (b) One-third of the LTI, or 225,000 shares, will vest (and will no longer subject to the risk of forfeiture) in three equal annual installments of 75,000 shares for each of fiscal year for years 2010, 2011 and 2012 on the business day following the date on which the bonus is being paid, the Annual Company pays any fourth quarter and annual Stock Bonus for the partial applicable year based upon the Company’s achievement of specified revenue and adjusted EBITDA targets as set forth on Exhibit A hereto (the “Performance Targets”). Any such shares that do not vest upon the determination of the achievement of Performance Targets in 2010 and 2011 may vest based upon the overachievement of Performance Targets in a subsequent year, as set forth in Exhibit A hereto on the business day following the date on which the Company pays any fourth quarter and annual Stock Bonus for fiscal year 2012, and, to the extent they do not then vest, shall be forfeited upon the determination of the achievement of Performance Targets for 2012. (v) Executive will also be entitled to earn an additional grant of up to 50% of the LTI, or 337,500 shares of restricted common stock of the Company issued under the Plan, with a grant date of the date on which the Company pays any fourth quarter and annual Stock Bonus for fiscal year 2012, based upon overachievement of the Performance Targets also as set forth on Exhibit A hereto (the “Overachievement Shares”). The restricted stock agreement for any Overachievement Shares shall provide that such shares will vest (and will no longer be subject to the risk of forfeiture) on the business day following the grant date. In addition, upon the occurrence of a Change in Control of the Company, Executive shall be entitled to earn a portion (1/3 for a Change in Control occurring in 2011 and 2/3 for a Change in Control occurring in 2012) of the Overachievement Shares upon achievement of both of the applicable Performance Targets for the calendar year immediately preceding the termination year in which the Change in Control occurs as set forth on Exhibit A hereto. 2. Section 2.6 of his the Original Agreement is amended by striking the cross reference to Section 2.2(iv) and inserting in lieu thereof the cross reference “Section 2.2(i)”. 3. Section 2.9 of the Original Agreement is amended by striking the last two sentences therein. 4. Section 2.10(ii)(c) of the Original Agreement is amended by striking “Approval by the shareholders of the Company of:” and inserting in lieu thereof the phrase “Consummation of:” and subsections (i), (ii) and (iii) of this Section 2.10(ii)(c) shall remain in full force and effect. 5. Section 4 of the Original Agreement is amended by striking the first sentence thereof, and, in lieu thereof, inserting the following sentence: “The Executive’s term of employment shall be paid no later than March 15 following under this Agreement will expire on January 1, 2013.” 6. Section 5.2 of the termination Original Agreement is amended by striking the cross reference to Section 2.2(iv) and inserting in lieu thereof the cross reference “Section 2.2(i)”. 7. Section 7 of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion the Original Agreement is amended by the addition of a fiscal year of less than twelve months shall be paid no later than March 15 following new Section 7.5 at the end of the period for which such amount is payable.thereof to read as follows:

Bonus Compensation. (a) Xxxxxxxxx Executive shall participate earn bonus compensation for any calendar year as set forth in the Parent Corporation’s Amended and Restated 1999 Variable Bonus Plan and/or this subsection as follows: i. Upon mutual execution of this Agreement, Executive shall be paid a one-time lump sum signing bonus of $75,000. Executive shall be a participant in any other executive cash bonus or bonus/long term incentive compensation plan of Employer established for corporate executive officers of Employer, including corporate officers who are members of the Executive Committee and the Strategy and Planning Committee, in each case as determined by the Compensation, Nominating and Governance Committee of the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated approved by the Board of Directors for certain executive officers and key executives of the Company, with such terms as responsible for matters relating to executive compensation) (such body, whether a committee or negotiated in good faith between the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation (the “Annual Bonus”) paid to Xxxxxxxxx pursuant to all such bonus plans for any year (including the fiscal year ending December 31, 2006 Comp Committee and the fiscal Executive, including provisions for accelerated vesting upon termination following a Change in Control Provided that other executives under the applicable bonus plan are eligible to receive and are paid a Fixed Bonus (defined below) for the calendar year, Executive shall be entitled to such Fixed Bonus under the following terms and conditions: (i) Executive must be employed on or after September 30 of the qualifying calendar year during which his in order to be eligible for the Fixed Bonus for that year; if Executive’s employment is terminated) shall terminates prior to September 30 of the calendar year, regardless of the reason for termination, Executive will not be less than entitled to the Target Fixed Bonus Amount for that fiscal year if plan goals for year; (ii) in the year are achieved, scaled up ratably to two hundred percent event of a Qualifying Termination (200%as defined below) of the Target Bonus Amount for such fiscal year if one hundred thirty percent (130%) of plan goals are achieved and scaled down ratably to thirty-five percent (35%) of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achieved. (b) For each fiscal year during the term of this Agreement, the “Target Bonus Amount” shall be equal to the product of the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of occurs after September 30 but before December 31 of the year for which the bonus is being paidcalendar year, as calculated below. The “Target Bonus Percentage” for each such fiscal year Executive shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 entitled to receive a pro rata proportion (cbased on percentage of the calendar year that Executive was employed with the Company) In determining of the Annual Fixed Bonus payable to Xxxxxxxxx for any year in which amount under such bonus plan that he was not would have received had he been employed by Employer for the entire calendar year; (iii) if Executive remains employed with the Company on December 31 of the calendar year, the Annual Executive will be entitled to receive his entire Fixed Bonus amount for the portion calendar year regardless of such fiscal year preceding the termination of his whether Executive’s employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual Bonus shall be paid no later than March 15 of the fiscal year following the fiscal year for which the bonus is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated terminates prior to the end time of payout of the fiscal year for which the bonus is being paid, the Annual Fixed Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period bonus plan year. As used in this Agreement, the term “Fixed Bonus” refers to a non-discretionary cash bonus, the eligibility for, and amount of which, is approved by the Board and is dependent on certain objective factors or company performance targets being met for which the entire calendar year. ii. In each calendar year, Executive may, but is not required to, receive an additional discretionary bonus, at the total discretion of the Comp Committee. Upon determination by the Comp Committee of such bonus to be paid, the Company will pay the bonus amount as quickly as possible in lump sum, but no later than March 15th following the end of said calendar year. If Executive is payableawarded a discretionary bonus for the final year of the Employment Period, Executive shall still receive such bonus whether or not he is employed with the Company on the date such bonus payment is to be distributed. iii. For the avoidance of doubt, any bonus compensation paid pursuant to this subsection 3(b) shall not be deemed a part of Executive's Base Salary, nor constitute an increase in Base Salary for purposes of subsection 3(a) above.

Bonus Compensation. (a) Xxxxxxxxx In addition to your Salary and Deferred Compensation, you shall participate in the Parent Corporation’s Amended and Restated 1999 Variable Bonus Plan and/or any other cash be entitled to receive bonus or incentive compensation plan of Employer established for corporate executive officers of Employer, including corporate officers who are members each of the Executive calendar years during the Employment Term, determined and payable as follows (“Bonus”): (i) Your Bonus for each calendar year or portion thereof during the Employment Term will be based upon achievement of the performance goal established by the Viacom Compensation Committee for each calendar year or partial calendar year performance period during the Employment Term and the Strategy and Planning Committeeshall be determined, in each case as determined by accordance with the CompensationViacom Senior Executive Short-Term Incentive Plan, Nominating and Governance Committee of the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation same may be amended from time to time (the “Annual BonusSenior Executive STIP”) paid ), which performance goal shall be no less favorable to Xxxxxxxxx pursuant you than the performance goal used to all such determine the amount of bonus plans for payable to any year (including other executive of Viacom who participates in the fiscal year ending December 31, 2006 Senior Executive STIP. You shall have meaningful input in the process regarding the determination of the performance goal with the Chairman and the fiscal year during which his employment is terminated) shall not be less than Viacom Compensation Committee prior to the Target Bonus Amount for that fiscal year if plan goals determination of such performance goal for the year are achieved, scaled up ratably to two hundred percent (200%) of the Target Bonus Amount Senior Executive STIP for such fiscal year if one hundred thirty percent (130%) of plan goals are achieved and scaled down ratably to thirty-five percent (35%) of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achievedeach performance period. (bii) For Your Target Bonus for each fiscal year of the calendar years or portion thereof during the term of this Agreement, the “Target Bonus Amount” Employment Term shall be equal to 200% of your Salary and Deferred Compensation at the product of the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which the bonus is being paid, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year annualized rate in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended effect at the end of such month period. For the 2004 calendar year, your bonus compensation for the entire year will be based on the sum of your Salary and Xxxxxxxxx’x Annual Base Deferred Compensation had been at the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31annualized rate in effect Xxxxxx X. Xxxxxxx July 1, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through 2004 at the end of the month immediately following the date of termination of Xxxxxxxxx’x employment year and the denominator of which is 12Senior Executive STIP performance goal established by the Viacom Compensation Committee for the period from July 1, 2004 through December 31, 2004. (diii) Unless Xxxxxxxxx elects Assuming the performance goal pre-established by the Viacom Compensation Committee for each calendar year or partial calendar year performance period during the Employment Term has been achieved and certified by the Committee, the Compensation Committee is entitled to defer receipt thereofuse its negative discretion to reduce the amount of the Bonus that you are entitled to receive for such performance period but will not reduce your Bonus for any such period below the amount of the bonus compensation that you would have been entitled to receive if you had continued to participate in Viacom’s Short-Term Incentive Plan, each Annual as the same may be amended from time to time (the “STIP”), for such period. In addition, assuming the pre-established performance goal for the period from July 1, 2004 through December 31, 2004 has been achieved and certified by the Compensation Committee, in exercising its negative discretion to determine the amount of the Bonus that you will receive under the Senior Executive STIP for the 2004 calendar year, the Compensation Committee will give due consideration to the performance of the business units for which you were responsible during the first half of such year, including their achievement of their objectives under the STIP during such period. (iv) Your Bonus for any calendar year, including the last calendar year of the Employment Term, shall be paid no later than March 15 payable by February 28th of the fiscal following year. For the avoidance of doubt, it is understood that you will receive the Bonus to which you are entitled for each calendar year in which you were employed, even if you are not employed on February 28th of the following year or on the actual date on which bonuses are paid for such year. In the event that your employment under this Agreement terminates on or following the fiscal expiration of the Employment Term, you shall be entitled to receive a bonus for calendar year 2009, equal to your Target Bonus, prorated for which the period of your employment during 2009 and payable by February 28, 2010. (v) In the event that the Senior Executive STIP is amended or terminated, you will be given an opportunity under the amended or successor plan to earn bonus is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior compensation equivalent to the end of amount that you could have earned under this paragraph 3(c) but subject to the fiscal year for which the bonus is being paidsame limitations. Xxxxxx X. Xxxxxxx July 1, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payable.2004

Bonus Compensation. (a) Xxxxxxxxx In addition to your Salary and Deferred Compensation, you shall participate in the Parent Corporation’s Amended and Restated 1999 Variable Bonus Plan and/or any other cash be entitled to receive bonus or incentive compensation plan of Employer established for corporate executive officers of Employer, including corporate officers who are members each of the Executive calendar years during the Employment Term, determined and payable as follows (“Bonus”): (i) Your Bonus for each calendar year or portion thereof during the Employment Term will be based upon achievement of the performance goal established by the Viacom Compensation Committee for each calendar year or partial calendar year performance period during the Employment Term and the Strategy and Planning Committeeshall be determined, in each case as determined by accordance with the CompensationViacom Senior Executive Short-Term Incentive Plan, Nominating and Governance Committee of the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation same may be amended from time to time (the “Annual BonusSenior Executive STIP”) paid ), which performance goal shall be no less favorable to Xxxxxxxxx pursuant you than the performance goal used to all such determine the amount of bonus plans for payable to any year (including other executive of Viacom who participates in the fiscal year ending December 31, 2006 Senior Executive STIP. You shall have meaningful input in the process regarding the determination of the performance goal with the Chairman and the fiscal year during which his employment is terminated) shall not be less than Viacom Compensation Committee prior to the Target Bonus Amount for that fiscal year if plan goals determination of such performance goal for the year are achieved, scaled up ratably to two hundred percent (200%) of the Target Bonus Amount Senior Executive STIP for such fiscal year if one hundred thirty percent (130%) of plan goals are achieved and scaled down ratably to thirty-five percent (35%) of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achievedeach performance period. (bii) For Your Target Bonus for each fiscal year of the calendar years or portion thereof during the term of this Agreement, the “Target Bonus Amount” Employment Term shall be equal to 200% of your Salary and Deferred Compensation at the product of the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which the bonus is being paid, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year annualized rate in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended effect at the end of such month period. For the 2004 calendar year, your bonus compensation for the entire year will be based on the sum of your Salary and Xxxxxxxxx’x Annual Base Deferred Compensation had been at the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31annualized rate in effect Xxxxxx Xxxxxxx July 1, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through 2004 at the end of the month immediately following the date of termination of Xxxxxxxxx’x employment year and the denominator of which is 12Senior Executive STIP performance goal established by the Viacom Compensation Committee for the period from July 1, 2004 through December 31, 2004. (diii) Unless Xxxxxxxxx elects Assuming the performance goal pre-established by the Viacom Compensation Committee for each calendar year or partial calendar year performance period during the Employment Term has been achieved and certified by the Committee, the Compensation Committee is entitled to defer receipt thereofuse its negative discretion to reduce the amount of the Bonus that you are entitled to receive for such performance period but will not reduce your Bonus for any such period below the amount of the bonus compensation that you would have been entitled to receive if you had continued to participate in Viacom’s Short-Term Incentive Plan, each Annual as the same may be amended from time to time (the “STIP”), for such period. In addition, assuming the pre-established performance goal for the period from July 1, 2004 through December 31, 2004 has been achieved and certified by the Compensation Committee, in exercising its negative discretion to determine the amount of the Bonus that you will receive under the Senior Executive STIP for the 2004 calendar year, the Compensation Committee will give due consideration to the performance of the business units for which you were responsible during the first half of such year, including their achievement of their objectives under the STIP during such period. (iv) Your Bonus for any calendar year, including the last calendar year of the Employment Term, shall be paid no later than March 15 payable by February 28th of the fiscal following year. For the avoidance of doubt, it is understood that you will receive the Bonus to which you are entitled for each calendar year in which you were employed, even if you are not employed on February 28th of the following year or on the actual date on which bonuses are paid for such year. In the event that your employment under this Agreement terminates on or following the fiscal expiration of the Employment Term, you shall be entitled to receive a bonus for calendar year 2009, equal to your Target Bonus, prorated for which the period of your employment during 2009 and payable by February 28, 2010. (v) In the event that the Senior Executive STIP is amended or terminated, you will be given an opportunity under the amended or successor plan to earn bonus is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior compensation equivalent to the end of amount that you could have earned under this paragraph 3(c) but subject to the fiscal year for which the bonus is being paidsame limitations. Xxxxxx Xxxxxxx July 1, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payable.2004

Bonus Compensation. (a) Xxxxxxxxx For each full calendar year of the Term, Employee shall be eligible to participate in the Parent Corporation’s Amended and Restated 1999 Variable bonus pool established by the Compensation Committee (the “Bonus Plan and/or any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of EmployerPool”), including corporate officers who are members which Bonus Pool shall be based upon a percentage designated by the Compensation Committee of the Executive profit before tax of 4Kids and subsidiaries. The Compensation Committee and the Strategy and Planning CommitteeCEO of 4Kids, in each case as determined by their sole and absolute discretion, shall determine the Compensation, Nominating and Governance Committee amount of the Parent Corporation (orBonus Pool, if any, to be awarded to Employee based upon Employee’s performance during the calendar year in the absence of a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation (the “Annual Bonus”) paid to Xxxxxxxxx pursuant to all such bonus plans for any year (including the fiscal year ending December 31, 2006 and the fiscal year during which his employment is terminated) shall not be less than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably to two hundred percent (200%) of the Target Bonus Amount for such fiscal year if one hundred thirty percent (130%) of plan goals are achieved and scaled down ratably to thirty-five percent (35%) of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achievedquestion. (bi) Notwithstanding anything herein to the contrary, Employer shall pay (ii) For each fiscal year during the term purposes of this Agreement, the Annual Stock Option Value shall equal (x) the Net Proceeds (as defined below) received by, or credited to, Employee from the exercise by Employee of stock options issued to Employee with respect to the Applicable Calendar Year (“Target Bonus Amount” ACY Options”) and sale by Employee of the 4Kids stock underlying such ACY Options during such Applicable Calendar Year and (y) the Value Increase (as defined below), if any, of any ACY Options granted to but not exercised by Employee during such Applicable Calendar Year. (iii) For purposes of this Agreement, Net Proceeds shall be defined as the sum received by, or credited to, Employee from the sale by Employee during the Applicable Calendar Year of the 4Kids stock underlying such ACY Options that have been exercised, after deduction of the exercise price paid with respect to such exercised stock options. (iv) For purposes of this Agreement, Value Increase shall be computed by multiplying (x) the number of ACY Options granted to Employee during the Applicable Calendar Year but not exercised by Employee during such Applicable Calendar Year assuming that Employee were fully vested in all such ACY Options granted by 4Kids to Employee for such Applicable Calendar Year, by (y) the difference between the xxxxx xxxxx for such 4Kids stock options and the closing price of 4Kids common stock as of the last day of trading for such Applicable Calendar Year. For example: if Employee were granted 10,000 stock options for calendar year 2003 with an exercise price of $20 per share, Employee during 2003 sold 6,000 ACY Options for Net Proceeds of $75,000 and the closing price of the 4Kids common stock as of the last day of trading in 2003 was 26, the Annual Stock Option Value would be equal to the product fifty percent (50%) of the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as sum of December 31 (x) $75,000 (i.e., the Net Proceeds on the sale during 2003 of the year ACY Options), and (y) $24,000 (i.e., 4,000 ACY Options granted but not exercised in 2003 multiplied by the difference between the closing price on the last day of trading less the xxxxx xxxxx for which the bonus is being paid2003 stock options = $24,000). In this example, as calculated belowEmployee’s MB for 2003 would be reduced by fifty percent (50%) of the sum of $75,000 and $24,000 or by a total of $49,500. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an The amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12. (d) Unless Xxxxxxxxx elects Bonus Pool to defer receipt thereof, each Annual Bonus shall be paid no later than March 15 of the fiscal year following the fiscal year for which the bonus is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior awarded to the end of the fiscal year for which the bonus is being paid, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payable.Employee and/or the

Bonus Compensation. (a) Xxxxxxxxx shall participate in During the Parent CorporationTerm, provided the Employee’s Amended and Restated 1999 Variable Bonus Plan and/or any other cash bonus employment has not been terminated for Just Cause or incentive compensation plan of Employer established for corporate executive officers of Employer, including corporate officers who are members of the Executive Committee and the Strategy and Planning Committeeresignation by Employee, in each case as determined by addition to the Compensation, Nominating and Governance Committee of Base Compensation payable to the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance CommitteeEmployee pursuant to Section 2 hereof, the Board of Directors or another committee of directors designated by Employee, subject to the Board of Directors as responsible for matters relating terms and conditions hereof, shall also be entitled to executive compensation) (such body, whether receive from the Company a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation (the “Annual Performance Bonus”) paid for each calendar year or portion thereof included within the Term, equal to Xxxxxxxxx pursuant to all such bonus plans for any year (including the fiscal year ending December 31, 2006 and the fiscal year during which his employment is terminated) shall not be less than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably to two hundred five percent (2005.0%) of the Target Bonus Amount for such fiscal year if one hundred thirty percent (130%) of plan goals are achieved and scaled down ratably to thirty-five percent (35%) amount of the Target Company’s EBITDA (as hereinafter defined) that exceeds $2,000,000 (the “Threshold Amount”). No Performance Bonus shall be payable under this Subsection 3(a) with respect to any such calendar year or portion thereof in which the Company’s EBITDA is less than the Threshold Amount. The Threshold Amount shall be pro-rated (reduced) for such fiscal periods of less than a full calendar year. If the Company's EBITDA with respect to any calendar year (or the pro rata portion thereof, if eighty five percent less than a full calendar year) during the Term is equal to or greater than the Threshold Amount (85%or the pro rata portion thereof if for less than a calendar year [the “Pro Rata Threshold Amount”]), the Performance Bonus shall be calculated from the first dollar of EBITDA in excess of the Pro Rata Threshold Amount; it being understood that, with respect to any calendar year not falling entirely within the Term, the Pro Rata Threshold Amount shall be a pro rata portion of the Threshold Amount based on: (x) the number of plan goals are achievedfull quarterly periods (ending March 31, June 30, September 30 and December 31) actually falling within the Term; plus (y) the immediately succeeding quarterly period (e.g., the quarterly period during which the Term shall expire or terminate). (b) For each fiscal year during purposes hereof, the term of this Agreement, the “Target Bonus AmountEBITDA” shall be equal to mean the product of the Target Bonus Percentage Company’s consolidated earnings from continuing operations, before all interest, taxes, depreciation, amortization, non-cash equity compensation charges and non-cash impairment and similar charges for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which the bonus is being paidin question (or, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year in which he was not employed by Employer for the entire if less than a full calendar year, the Annual Bonus for number of full quarterly periods included within the portion applicable period) determined in accordance with generally accepted accounting principles consistently applied, as reported upon, with respect to full years, or reviewed, with respect to less than full year periods, as the case may be, by the independent certified public accountants of the Company, except that the net profit or loss of any entity, substantially all of the assets or equity interests of which are hereafter acquired by the Company or any subsidiary, in any manner, accrued or realized by any such fiscal year preceding the termination of his employment shall be an amount equal entity prior to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination each such acquisition by the Company or any of his employment been the plan goals for the entire fiscal yearits subsidiaries, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual Bonus shall be paid no later than March 15 of the fiscal year following the fiscal year for which the bonus is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior to the end of the fiscal year for which the bonus is being paid, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payableexcluded.

Bonus Compensation. (a) Xxxxxxxxx Subject to Section 5.1 and 5.5(b) below, the Company shall participate in the Parent Corporation’s Amended and Restated 1999 Variable Bonus Plan and/or any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of Employer, including corporate officers who are members of pay the Executive Committee and no later than March 31, 2010 the Strategy and Planning Committee, in each case as determined by the Compensation, Nominating and Governance Committee of the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation that the Executive would have received under the Company’s 2009 executive bonus plan (the “Annual 2009 Bonus”) as it existed prior to the date hereof as if Executive had worked until the end of 2009. In determining whether and to what extent the Company performance metrics have been satisfied for purposes of the 2009 Bonus (the “Performance Metric Determinations”), the Compensation Committee shall make adjustments to exclude any and all expenses directly or indirectly related to the CEO Search Process and changes, this transition and/or the related discussions occurring with respect thereto in 2009 (including, but not limited to, the following to the extent they impact the Performance Metric Determinations: search and legal fees and termination and bonus expenses and all amounts accrued, incurred or paid to Xxxxxxxxx pursuant the Executive under this Agreement in excess of those which would have accrued, incurred or been paid to Executive had this Agreement not been amended and restated and all amounts accrued, incurred or paid to Executive’s successor). Notwithstanding the foregoing, nothing in this Agreement shall preclude the Compensation Committee from making in good faith any and all other adjustments it deems necessary or desirable in a manner reasonably intended to be consistent with past practice in connection with the Performance Metric Determinations provided that any such adjustments are also taken into in a consistent and equitable manner account when determining bonuses for all other executives eligible to receive bonuses under the 2009 executive bonus plans for any year (including the fiscal year ending December 31, 2006 and the fiscal year during which his employment is terminated) shall not be less than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably to two hundred percent (200%) of the Target Bonus Amount for such fiscal year if one hundred thirty percent (130%) of plan goals are achieved and scaled down ratably to thirty-five percent (35%) of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achievedplan. (b) For each fiscal year during the term of this AgreementSubject to Section 5.1 and 5.5(b) below, the Company shall pay the Executive no later than August 15, 2010, or as soon a reasonably possible thereafter, a prorated annual bonus for 2010 (the “Target 2010 Bonus”) calculated by: first, determining the percentage by which the Company’s actual income before taxes (“IBT”) in the six month period ended June 30, 2010 missed or exceeded the Company’s budgeted IBT for such period (the “Six Month IBT Percentage”); second, determining the bonus that Executive would be entitled to receive under the Company’s recently adopted 2010 Bonus Amount” shall be equal to Plan assuming the product Executive had served as the Chief Executive Officer for all of 2010 and the Target Company’s IBT for fiscal 2010 missed or exceeded the IBT budgeted for fiscal 2010 by the same percentage as the Six Month IBT Percentage (the “Full Year Bonus”); third, multiplying the Full Year Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 bythe percentage of the year for which that the bonus is being paid, Executive actually served as calculated belowthe Chief Executive Officer of the Company or as a consultant pursuant to Section 1.3. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 In the course of calculating the 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year in which he was not employed by Employer for the entire yearBonus, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment Compensation Committee shall be an amount equal make adjustments to : (i) exclude from the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals actual IBT for the entire fiscal yearsix month period ending June 30, 2010 any extraordinary or non-recurring items not anticipated in the fiscal year had ended at the end of such month 2010 budget; and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fractionexclude any and all expenses directly or indirectly related to the CEO Search Process and changes, this transition and/or the related discussions occurring with respect thereto in 2010 (including, but not limited to, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual Bonus shall be paid no later than March 15 of the fiscal year following the fiscal year for which the bonus is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior to the end extent they impact the 2010 Bonus calculations: search and legal fees and termination and bonus expenses and all amounts accrued, incurred or paid to the Executive under this Agreement in excess of those which would have accrued, incurred or been paid to Executive had this Agreement not been amended and restated and all amounts accrued, incurred or paid to Executive’s successor). Notwithstanding the fiscal year foregoing, nothing in this Agreement shall preclude the Compensation Committee from making in good faith any and all other adjustments it deems reasonable necessary or desirable to calculate the 2010 Bonus in a manner that is consistent with the Company’s past practice of calculating bonus payments for which the bonus is being paid, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payablesenior executive officers.

Bonus Compensation. 3.2.1 In addition to the Base Salary, Bandwidth will pay to Executive bonus compensation each year during the Employment Period of up to 50% (athe “Target Bonus”) Xxxxxxxxx shall participate of the Base Salary pursuant to Bandwidth’s Management By Objective (“MBO”) Plan (the “MBO Bonus Compensation”). 3.2.2 MBO Bonus Compensation for a given year will be earned, if at all, based upon satisfaction of Executive’s individual performance objectives and Bandwidth’s corporate objectives, with each component weighted as set forth in the Parent CorporationMBO Plan approved by the Compensation Committee. The portion of MBO Bonus Compensation based on Executive’s Amended and Restated 1999 Variable Bonus Plan and/or any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of Employerindividual performance objectives will be earned pro-rata upon Executive attaining each objective, including corporate officers who are members of the Executive Committee and the Strategy and Planning Committee, in each case as reasonably determined by the CompensationChief Executive Officer, Nominating who will make recommendations to the Compensation Committee as to Executive’s satisfaction of such individual performance objectives. The portion of MBO Bonus Compensation based on corporate objectives will be earned pro-rata based on the achievement, and Governance Committee weighting, of the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated Bandwidth’s corporate objectives as reasonably determined by the Board Chief Executive Officer, who will make recommendations to the Compensation Committee as to Bandwidth’s satisfaction of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”)its corporate objectives. The aggregate amount of annual bonus or incentive compensation (the “Annual Bonus”) paid to Xxxxxxxxx pursuant to all such bonus plans for any year (including the fiscal year ending December 31, 2006 and the fiscal year during which his employment is terminated) shall not be less Executive may receive more than the Target Bonus Amount if Bandwidth exceeds its corporate objectives for that fiscal year a given year. Solely by way of example, if plan goals for the year are achieved, scaled up ratably to two Bandwidth achieves one hundred percent (200100%) of each of the corporate objectives established from time to time and Executive achieves one hundred one percent (101%) of Executive’s personal objectives, the MBO Bonus Compensation would be calculated by multiplying Executive’s Target Bonus by 1.01. Notwithstanding the foregoing, the Compensation Committee may in its discretion limit the extent to which the Target Bonus Amount may be exceeded. The Chief Executive Officer from time to time may recommend for such fiscal year if one hundred thirty percent (130%) consideration by the Compensation Committee the inclusion of plan goals are achieved and scaled down ratably additional corporate objectives or changes to thirty-five percent (35%) the weighting of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achievedcorporate objectives. 3.2.3 Notwithstanding anything to the contrary herein, (a) the Compensation Committee will have final approval of MBO Bonus Compensation, if any, to be paid to Executive, and (b) For each fiscal year during the term of this Agreement, the “Target Bonus Amount” shall be equal to the product of the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which Bandwidth may alter the bonus is being paidcompensation programs applicable to Executive, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for or any year in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12. (d) Unless Xxxxxxxxx elects to defer receipt components thereof, each Annual Bonus shall be paid no later than March 15 of the fiscal year following the fiscal year for which the bonus is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior to the end of the fiscal year for which the bonus is being paid, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment and at any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payabletime in its discretion.

Bonus Compensation. 3.2.1 In addition to the Base Salary, Bandwidth will pay to Executive bonus compensation each year during the Employment Period of up to 75% (athe “Target Bonus”) Xxxxxxxxx shall participate of the Base Salary pursuant to Bandwidth’s Management By Objective (“MBO”) Plan (the "MBO Bonus Compensation"). 3.2.2 MBO Bonus Compensation for a given year will be earned, if at all, based upon satisfaction of Executive’s individual performance objectives and Bandwidth’s corporate objectives, with each component weighted as set forth in the Parent CorporationMBO Plan approved by the Compensation Committee. The portion of MBO Bonus Compensation based on Executive’s Amended and Restated 1999 Variable Bonus Plan and/or any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of Employerindividual performance objectives will be earned pro-rata upon Executive attaining each objective, including corporate officers who are members of the Executive Committee and the Strategy and Planning Committee, in each case as reasonably determined by the CompensationChief Executive Officer, Nominating who will make recommendations to the Compensation Committee as to Executive’s satisfaction of such individual performance objectives. The portion of MBO Bonus Compensation based on corporate objectives will be earned pro-rata based on the achievement, and Governance Committee weighting, of the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated Bandwidth’s corporate objectives as reasonably determined by the Board Chief Executive Officer, who will make recommendations to the Compensation Committee as to Bandwidth’s satisfaction of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”)its corporate objectives. The aggregate amount of annual bonus or incentive compensation (the “Annual Bonus”) paid to Xxxxxxxxx pursuant to all such bonus plans for any year (including the fiscal year ending December 31, 2006 and the fiscal year during which his employment is terminated) shall not be less . Executive may receive more than the Target Bonus Amount if Bandwidth exceeds its corporate objectives for that fiscal year a given year. Solely by way of example, if plan goals for the year are achieved, scaled up ratably to two Bandwidth achieves one hundred percent (200100%) of each of the corporate objectives established from time to time and Executive achieves one hundred one percent (101%) of Executive’s personal objectives, the MBO Bonus Compensation would be calculated by multiplying Executive’s Target Bonus by 1.01. Notwithstanding the foregoing, the Compensation Committee may in its discretion limit the extent to which the Target Bonus Amount may be exceeded. The Chief Executive Officer from time to time may recommend for such fiscal year if one hundred thirty percent (130%) consideration by the Compensation Committee the inclusion of plan goals are achieved and scaled down ratably additional corporate objectives or changes to thirty-five percent (35%) the weighting of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achievedcorporate objectives. 3.2.3 Notwithstanding anything to the contrary herein, (a) the Compensation Committee will have final approval of MBO Bonus Compensation, if any, to be paid to Executive, and (b) For each fiscal year during the term of this Agreement, the “Target Bonus Amount” shall be equal to the product of the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which Bandwidth may alter the bonus is being paidcompensation programs applicable to Executive, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for or any year in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12. (d) Unless Xxxxxxxxx elects to defer receipt components thereof, each Annual Bonus shall be paid no later than March 15 of the fiscal year following the fiscal year for which the bonus is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior to the end of the fiscal year for which the bonus is being paid, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment and at any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payabletime in its discretion.

Bonus Compensation. (a) Xxxxxxxxx For each full calendar year of the Term, Employee shall be eligible to participate in the Parent Corporation’s Amended and Restated 1999 Variable bonus pool established by the Compensation Committee (the “Bonus Plan and/or any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of EmployerPool”), including corporate officers who are members which Bonus Pool shall be based upon a percentage designated by the Compensation Committee of the Executive profit before tax of 4Kids and subsidiaries. The Compensation Committee and the Strategy and Planning CommitteeCEO of 4Kids, in each case as determined by their sole and absolute discretion, shall determine the Compensation, Nominating and Governance Committee amount of the Parent Corporation Bonus Pool, if any, to be awarded to Employee based upon Employee’s performance during the calendar year in question. (ori) Notwithstanding anything herein to the contrary, in the absence of Employer shall pay Employee a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensation) minimum bonus (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation (the “Annual BonusMB”) paid to Xxxxxxxxx pursuant to all such bonus plans of not less than One Hundred Fifty Thousand Dollars ($150,000) for any year (including the fiscal year ending December 31, 2006 and the fiscal each calendar year during which his employment is terminated) the Term subject to the following reduction: the MB with respect to any calendar year during the Term shall not be less than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably reduced by an amount equal to two hundred fifty percent (20050%) of the Target Bonus Amount Annual Stock Option Value (as defined below), if any, with respect to the applicable calendar year for such fiscal year if one hundred thirty percent which the MB is to be paid (130%) of plan goals are achieved “Applicable Calendar Year”). Nothing herein shall be deemed to prevent Employee from receiving both an MB and scaled down ratably to thirty-five percent (35%) a share of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achievedPool. (bii) For each fiscal year during the term purposes of this Agreement, the Annual Stock Option Value shall equal (x) the Net Proceeds (as defined below) received by, or credited to, Employee from the exercise by Employee of stock options issued to Employee with respect to the Applicable Calendar Year (“Target Bonus Amount” ACY Options”) and sale by Employee of the 4Kids stock underlying such ACY Options during such Applicable Calendar Year and (y) the Value Increase (as defined below), if any, of any ACY Options granted to but not exercised by Employee during such Applicable Calendar Year. (iii) For purposes of this Agreement, Net Proceeds shall be defined as the sum received by, or credited to, Employee from the sale by Employee during the Applicable Calendar Year of the 4Kids stock underlying such ACY Options that have been exercised, after deduction of the exercise price paid with respect to such exercised stock options. (iv) For purposes of this Agreement, Value Increase shall be computed by multiplying (x) the number of ACY Options granted to Employee during the Applicable Calendar Year but not exercised by Employee during such Applicable Calendar Year assuming that Employee were fully vested in all such ACY Options granted by 4Kids to Employee for such Applicable Calendar Year, by (y) the difference between the xxxxx xxxxx for such 4Kids stock options and the closing price of 4Kids common stock as of the last day of trading for such Applicable Calendar Year. For example: if Employee were granted 10,000 stock options for calendar year 2003 with an exercise price of $20 per share, Employee during 2003 sold 6,000 ACY Options for Net Proceeds of $75,000 and the closing price of the 4Kids common stock as of the last day of trading in 2003 was 26, the Annual Stock Option Value would be equal to the product fifty percent (50%) of the Target sum of (x) $75,000 (i.e., the Net Proceeds on the sale during 2003 of the ACY Options), and (y) $24,000 (i.e., 4,000 ACY Options granted but not exercised in 2003 multiplied by the difference between the closing price on the last day of trading less the xxxxx xxxxx for the 2003 stock options = $24,000.) In this example, Employee’s MB for 2003 would be reduced by fifty percent (50%) of the sum of $75,000 and $24,000 or by a total of $49,500. (c) The amount of the Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as Pool to be awarded to Employee and/or the MB shall be paid to Employee no later than ten (10) business days after completion of December the annual audit of the financial statements of 4Kids which audit is generally completed by March 31 of the year for immediately succeeding the year to which the bonus is being paid, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12Pool and/or MB pertains. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual Bonus shall be paid no later than March 15 of the fiscal year following the fiscal year for which the bonus is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior to the end of the fiscal year for which the bonus is being paid, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payable.

Bonus Compensation. During the term hereof, the Executive shall be eligible to receive a bonus (athe "Discretionary Bonus") Xxxxxxxxx shall participate in the Parent Corporation’s Amended for each fiscal year, prorated for any period of service less than one year, as provided herein. The amount and Restated 1999 Variable Bonus Plan and/or any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of Employer, including corporate officers who are members timing of the Executive Committee and the Strategy and Planning CommitteeDiscretionary Bonus, in each case as if any, shall be determined by the Compensation, Nominating and Governance Compensation Committee of the Parent Corporation Board (or, in the absence of a Compensation, Nominating and Governance Compensation Committee, the Board Board, in which case all references to the Compensation Committee hereunder shall deemed to be a reference to the Board) , in its sole discretion, based on the Executive's performance and that of Directors or another committee of directors designated 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 Board Company to the Executive promptly after determination that the relevant targets (which shall be issued and reviewed on an annual basis) have been met, it being understood that the attainment of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual any financial targets associated with any bonus or incentive compensation (the “Annual Bonus”) paid to Xxxxxxxxx pursuant to all such bonus plans for any year (including the fiscal year ending December 31, 2006 and the fiscal year during which his employment is terminated) shall not be less than determined until following the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably to two hundred percent (200%) completion of the Target Bonus Amount for Company’s annual audit and public announcement of such fiscal year if one hundred thirty percent (130%) of plan goals are achieved results and scaled down ratably to thirty-five percent (35%) of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achieved. (b) For each fiscal year during the term of this Agreement, the “Target Bonus Amount” shall be equal to paid promptly following the product Company’s announcement of the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which the bonus is being paid, as calculated belowearnings. The “Target Bonus Percentage” Compensation Committee may review the Executive’s performance from time to time and may provide for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining lesser or greater bonus payments based upon achievement of partial or additional criteria established or determined by the Annual Compensation Committee from time to time. Whenever any Discretionary Bonus payable to Xxxxxxxxx the Executive is stated in this Agreement to be prorated for any year in which he was not employed by Employer for the entire period of service less than a full year, the Annual such Discretionary Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to prorated by multiplying (ix) the amount which of the Annual Discretionary Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals otherwise payable for the entire fiscal year, the applicable fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, in accordance with this Section 4.2 by (iiy) multiplied by a fraction, the denominator of which shall be 365 and the numerator of which is shall be the number of months in days during the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual Bonus shall be paid no later than March 15 of the fiscal year following the applicable fiscal year for which the bonus is being paid; provided, however, that if Executive was employed by the employment of Xxxxxxxxx is terminated prior Company. Any compensation paid to the end 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 the fiscal year its Affiliates may adopt or continue from time to time for which the bonus Executive is being paideligible, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment each as in accordance with any subscription agreement, stock option plan, and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable stock option agreement identified, from time to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payabletime.

Bonus Compensation. (a) Xxxxxxxxx For each full calendar year of the Term, Employee shall be eligible to participate in the Parent Corporation’s Amended and Restated 1999 Variable bonus pool established by the Compensation Committee (the “Bonus Plan and/or any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of EmployerPool”), including corporate officers who are members which Bonus Pool shall be based upon a percentage designated by the Compensation Committee of the Executive profit before tax of 4Kids and subsidiaries. The Compensation Committee and the Strategy and Planning CommitteeCEO of 4Kids, in each case as determined by their sole and absolute discretion, shall determine the Compensation, Nominating and Governance Committee amount of the Parent Corporation Bonus Pool, if any, to be awarded to Employee based upon Employee’s performance during the calendar year in question. (ori) Notwithstanding anything herein to the contrary, in the absence of Employer shall pay Employee a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensation) minimum bonus (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation (the “Annual BonusMB”) paid to Xxxxxxxxx pursuant to all such bonus plans of not less than One Hundred Fifty Thousand Dollars ($150,000) for any year (including the fiscal year ending December 31, 2006 and the fiscal each calendar year during which his employment is terminated) the Term subject to the following reduction: the MB with respect to any calendar year during the Term shall not be less than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably reduced by an amount equal to two hundred fifty percent (20050%) of the Target Bonus Amount Annual Stock Option Value (as defined below), if any, with respect to the applicable calendar year for such fiscal year if one hundred thirty percent which the MB is to be paid (130%) of plan goals are achieved “Applicable Calendar Year”). Nothing herein shall be deemed to prevent Employee from receiving both an MB and scaled down ratably to thirty-five percent (35%) a share of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achievedPool. (bii) For each fiscal year during the term purposes of this Agreement, the Annual Stock Option Value shall equal (x) the Net Proceeds (as defined below) received by, or credited to, Employee from the exercise by Employee of stock options issued to Employee with respect to the Applicable Calendar Year (“Target Bonus Amount” ACY Options”) and sale by Employee of the 4Kids stock underlying such ACY Options during such Applicable Calendar Year and (y) the Value Increase (as defined below), if any, of any ACY Options granted to but not exercised by Employee during such Applicable Calendar Year. (iii) For purposes of this Agreement, Net Proceeds shall be defined as the sum received by, or credited to, Employee from the sale by Employee during the Applicable Calendar Year of the 4Kids stock underlying such ACY Options that have been exercised, after deduction of the exercise price paid with respect to such exercised stock options. (iv) For purposes of this Agreement, Value Increase shall be computed by multiplying (x) the number of ACY Options granted to Employee during the Applicable Calendar Year but not exercised by Employee during such Applicable Calendar Year assuming that Employee were fully vested in all such ACY Options granted by 4Kids to Employee for such Applicable Calendar Year, by (y) the difference between the xxxxx xxxxx for such 4Kids stock options and the closing price of 4Kids common stock as of the last day of trading for such Applicable Calendar Year. For example: if Employee were granted 10,000 stock options for calendar year 2003 with an exercise price of $20 per share, Employee during 2003 sold 6,000 ACY Options for Net Proceeds of $75,000 and the closing price of the 4Kids common stock as of the last day of trading in 2003 was 26, the Annual Stock Option Value would be equal to the product fifty percent (50%) of the Target sum of (x) $75,000 (i.e., the Net Proceeds on the sale during 2003 of the ACY Options), and (y) $24,000 (i.e., 4,000 ACY Options granted but not exercised in 2003 multiplied by the difference between the closing price on the last day of trading less the xxxxx xxxxx for the 2003 stock options = $24,000). In this example, Employee’s MB for 2003 would be reduced by fifty percent (50%) of the sum of $75,000 and $24,000 or by a total of $49,500. (c) The amount of the Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as Pool to be awarded to Employee and/or the MB shall be paid to Employee no later than ten (10) business days after completion of December the annual audit of the financial statements of 4Kids which audit is generally completed by March 31 of the year for immediately succeeding the year to which the bonus is being paid, as calculated belowBonus Pool and/or MB pertains. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 125. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual Bonus shall be paid no later than March 15 of the fiscal year following the fiscal year for which the bonus is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior to the end of the fiscal year for which the bonus is being paid, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payable.

Bonus Compensation. (a) Xxxxxxxxx In addition to your Salary and Deferred Compensation, you shall participate in the Parent Corporation’s Amended and Restated 1999 Variable Bonus Plan and/or any other cash be entitled to receive bonus or incentive compensation plan of Employer established for corporate executive officers of Employer, including corporate officers who are members each of the calendar years during your employment with CBS, determined and payable as follows (the “Bonus”): (i) Your Bonus for each of the calendar years or portion thereof during your employment with CBS will be based upon achievement of the performance goal(s) established by the compensation committee of the Board (the “Compensation Committee”) for each calendar year and partial calendar year performance period during your employment with CBS and shall be determined, in accordance with the CBS Senior Executive Short-Term Incentive Plan, as the same may be amended from time to time (the “Senior Executive STIP”). (ii) For 2005, the performance goals under the STIP were established by the compensation committee of the board of directors of Viacom pursuant to the Viacom Employment Agreement. The Compensation Committee and the Strategy and Planning Committee, in each case as determined by the Compensation, Nominating and Governance Committee compensation committee of the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance Committee, the Board of Directors or another committee board of directors designated by the Board of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation New Viacom (the “Annual BonusNew Viacom Compensation Committee”) paid will jointly determine the extent to Xxxxxxxxx pursuant to all such bonus plans which the 2005 performance goals were achieved and the amount of your 2005 bonus. CBS will pay you 50% of the amount so determined from the Senior Executive STIP, and New Viacom will pay you the remaining 50%. (iii) Your target Bonus for any year (including the fiscal year ending December 31, 2006 and the fiscal each other calendar year or portion thereof during which his your employment is terminated) with CBS shall not be less than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably to two hundred percent (200%) of your Salary and Deferred Compensation at the Target Bonus Amount for such fiscal year if one hundred thirty percent (130%) of plan goals are achieved and scaled down ratably to thirty-five percent (35%) of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achieved. (b) For each fiscal year during the term of this Agreement, the “Target Bonus Amount” shall be equal to the product of the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which the bonus is being paid, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year annualized rate in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended effect at the end of such month period. Your Bonus shall be prorated for any partial calendar year that you are employed by CBS under this Agreement. (iv) Assuming the performance goals pre-established by the Compensation Committee for each calendar year or partial calendar year performance period during your employment with CBS has been achieved and Xxxxxxxxx’x Annual Base certified by the Committee, the Compensation had been Committee is entitled to use its negative discretion to reduce the Annual Base Compensation amount of the Bonus that you are entitled to receive for such performance period. (v) Your Bonus for any calendar year during your employment with CBS shall be payable to him as by February 28th of the following December 31 had his employment continued through year. For the avoidance of doubt, it is understood that you will receive the Bonus to which you are entitled for each calendar year in which you were employed, even if you are not employed on February 28th of the following December 31, (ii) multiplied by a fraction, year or on the numerator of actual date on which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12bonuses are paid for such year. (dvi) Unless Xxxxxxxxx elects In the event that the Senior Executive STIP is amended or terminated, you will be given an opportunity under the amended or successor plan to defer receipt thereof, each Annual Bonus shall be paid no later than March 15 of the fiscal year following the fiscal year for which the earn bonus is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior compensation equivalent to the end of amount that you could have earned under this paragraph 2(c) but subject to the fiscal year for which the bonus is being paid, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payablesame limitations.

Bonus Compensation. (a) Xxxxxxxxx shall participate in 3.2.1 In addition to the Parent Corporation’s Amended and Restated 1999 Variable Bonus Plan and/or any other cash Base Salary, Bandwidth will pay to Executive bonus or incentive compensation plan each year during the Employment Period of Employer established for corporate executive officers of Employer, including corporate officers who are members up to 50% of the Executive Committee Base Salary (or more if Bandwidth exceeds its corporate objectives established from time to time pursuant to Section 3.2.2 below and the Strategy and Planning Committee, pro-rata calculations provided in each case as determined by the Compensation, Nominating and Governance Committee of the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation (the “Annual Bonus”) paid to Xxxxxxxxx pursuant to all such bonus plans for any year (including the fiscal year ending December 31, 2006 and the fiscal year during which his employment is terminated) shall not be less Section 3.2.2 below yield more than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably to two hundred fifty percent (20050%) of the Target Base Salary) (the "Bonus Amount Compensation"). The Bonus Compensation will be adjusted based on Executive’s individual achievement of personal objectives established from time to time pursuant to Section 3.2.2 below; for such fiscal year example, if Bandwidth achieves one hundred thirty percent (130100%) of plan goals are achieved each of the corporate objectives established from time to time pursuant to Section 3.2.2 below and scaled down ratably to thirty-five Executive achieves one hundred one percent (35101%) of Executive’s personal objectives, the Target Bonus Amount Compensation calculated pursuant to the first sentence of this Section 3.2.1 would be multiplied by 1.01. The individual performance objectives and the relative weighting of the respective corporate objectives established from time to time pursuant to Section 3.2.2 below will be reviewed by the Chief Executive Officer, who will make recommendations to the Board and/or the Compensation Committee for such fiscal year determination by the Board and/or the Compensation Committee at the beginning of each calendar year. US2008 5641838 4 3.2.2 The Bonus Compensation will be earned, if eighty five percent (85%) at all, upon satisfaction of plan goals are achievedcriteria, reviewed by the Chief Executive Officer, who will make recommendations to the Board and/or the Compensation Committee for determination by the Board and/or the Compensation Committee, based on Executive’s individual performance objectives and Bandwidth’s corporate objectives. The Bonus Compensation based on Executive’s individual performance objectives will be earned pro-rata upon Executive attaining each objective, as reasonably reviewed by the Chief Executive Officer, who will make recommendations to the Board and/or the Compensation Committee for determination by the Board and/or the Compensation Committee. The Bonus Compensation based on Bandwidth’s corporate objectives will be earned upon Bandwidth meeting its corporate objectives established from time to time pursuant to this Section 3.2.2 provided for in its annual Budget pro-rata based upon the relative weighting of the respective corporate objectives established from time to time pursuant to this Section 3.2.2, each as reasonably reviewed by the Chief Executive Officer, who will make recommendations to the Board and/or the Compensation Committee for determination by the Board and/or the Compensation Committee not later than March 15th for each calendar year. The Chief Executive Officer may review and recommend for determination by the Board and/or the Compensation Committee other corporate objectives and corresponding Budget targets on an annual basis. (b) For each fiscal year during the term of this Agreement, the “Target 3.2.3 Bonus Amount” shall be equal to the product of the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which the bonus is being paid, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual Bonus shall will be paid no later than March 15 15th of the fiscal year following succeeding the fiscal calendar year for with respect to which the bonus Bonus Compensation, if any, is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior calculated. 3.2.4 In addition to the end of the fiscal year for which the bonus is being paidBonus Compensation, the Annual Bonus Chief Executive Officer will from time to time review Executive’s efforts on behalf of Bandwidth and may make recommendations to the Board and/or the Compensation Committee for determination by the partial year preceding Board and/or the termination of his employment shall be paid no later than March 15 following the termination of his employment and Compensation Committee a special bonus for extraordinary service. Special bonuses, if any, will not count as any amounts other compensation payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payablethis Agreement.

Bonus Compensation. The Executive will be eligible to receive bonuses (a) Xxxxxxxxx shall participate in the Parent Corporation’s Amended and Restated 1999 Variable Bonus Plan and/or any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of Employer, including corporate officers who are members of the Executive Committee and the Strategy and Planning Committee, in each case as determined by the Compensation, Nominating and Governance Committee of the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation (the “"Annual Bonus”") paid to Xxxxxxxxx pursuant to all such during the Employment Period in accordance with the following parameters: (i) the target bonus plans for any year (including the fiscal year ending December 31, 2006 and the fiscal year during which his employment is terminated) shall not be less than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably to two hundred percent (200%) of the Target Bonus Amount for such fiscal year if one hundred thirty percent (130%) of plan goals are achieved and scaled down ratably to thirty-five percent (35%) of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achieved. (b) For each fiscal year during the term Employment Period shall be 70% of Base Salary for achieving 100% of the target level for the performance measures; and (ii) the performance measures, the relative weight to be accorded each performance measure and the amount of bonus payable in relation to the target bonus for achieving more or less than 100% of the target level for the performance measures shall be determined for each year during the Employment Period by the Compensation Committee after consultation with the Executive. As part of the consultation process set forth in the preceding sentence, the Executive shall prepare before the end of each fiscal year ending during the Employment Period a business plan for NEWCO with respect to at least the following three year period. The Board shall consider and approve such plans on an annual basis, subject to such modifications as are otherwise consistent with this Agreement, and each fiscal year the “Target current plan shall be considered by the Compensation Committee as the basis for establishing the bonus standards for such year with such reasonable modifications as the Compensation Committee may reasonably determine and which are consistent with this Agreement. In addition, in connection with awarding the bonus for any fiscal year, the Compensation Committee will consider whether the achievement of the standards established for that year have been materially affected by circumstances beyond the Executive's reasonable control, such as acquisitions, dispositions, or limitations on NEWCO's ability to raise or deploy adequate capital to accomplish the business plan approved by the Board. For the period from the Effective Date through December 31, 1996, the Executive shall receive an Annual Bonus Amount” shall to be determined in the sole discretion of the Compensation Committee and which may be equal to 70% of Base Salary pro rated for the product period during which the Executive is employed, but absent the standards described above will take into consideration achievement of reasonable goals and objectives for such period. During the final partial fiscal year of the Target Employment Period, the Annual Bonus Percentage shall be based on the standards set by the Compensation Committee for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of pro rated for the year for period during which the bonus Executive is being paid, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12employed. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual Bonus shall be paid no later than March 15 of the fiscal year following the fiscal year for which the bonus is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior to the end of the fiscal year for which the bonus is being paid, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payable.

Bonus Compensation. (a) Xxxxxxxxx shall participate In the sole discretion of the Compensation Committee, Executive may receive periodic bonuses in acknowledgment of Executive's and the Company's achievements and efforts from time to time. Such bonuses may be payable in the Parent Corporation’s Amended future in alignment with stated performance goals or otherwise in the Compensation Committee's discretion. Beginning with the Company's fiscal year ended June 30, 2019, Executive shall be eligible to receive an annual incentive bonus of up to 110% of the Base Salary (the "Target Bonus Amount"), with a maximum potential bonus of up to 135% of the Base Salary. Executive's annual incentive bonus, if any, shall be payable 50% in cash and Restated 1999 Variable Bonus Plan and/or 50% in equity (the "Equity Component"). The Equity Component will in turn be allocated 50% in the form of a restricted stock unit award (the "RSU Component") and 50% in the form of a stock option award (the "Stock Option Component"). The number of shares subject to the RSU Component will be determined by dividing the dollar value of the RSU Component by the per share closing sales price of the Company's common stock on the date of grant, and the number of shares subject to the Stock Option Component will be determined by dividing the dollar value of the Stock Option Component by per share "fair value" of an option on the date of grant, using the same Black-Xxxxxxx-Xxxxxx option pricing model as is utilized by the Company to estimate the fair value of employee stock option grants for financial accounting purposes. The exact amount of the bonus shall be determined by the Compensation Committee, taking into account the achievement of personal and Company financial goals mutually agreed upon by the Compensation Committee and Executive. Annual target goals will be memorialized in a writing to be maintained by the Company's Human Resources Department. The amount of bonus compensation, the allocation between cash and equity and the target goals will be subject to review annually. Such changes shall not require an amendment to this Agreement, provided that any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of Employersuch change is documented in a resolution duly adopted by the Compensation Committee. The bonus, if any, including corporate officers who are members of the Executive Committee and the Strategy and Planning CommitteeEquity Component, in each case will be paid on such date as determined by the Compensation, Nominating and Governance Board or Compensation Committee of the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation (the “Annual Bonus”) paid "Bonus Payment Date"), subject to Xxxxxxxxx pursuant to all Executive's continued service through such bonus plans for any year (including the fiscal year ending December 31, 2006 and the fiscal year during which his employment is terminated) shall not be less than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably to two hundred percent (200%) of the Target Bonus Amount for such fiscal year if one hundred thirty percent (130%) of plan goals are achieved and scaled down ratably to thirty-five percent (35%) of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achieveddate. (b) For each fiscal year during the term of this Agreement, the “Target Bonus Amount” shall be equal to the product of the Target Bonus Percentage for that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 of the year for which the bonus is being paid, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual Bonus shall be paid no later than March 15 of the fiscal year following the fiscal year for which the bonus is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior to the end of the fiscal year for which the bonus is being paid, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payable.

Bonus Compensation. In addition to your Salary, you shall be entitled to receive bonus compensation for each calendar year or portion thereof during your employment with Blockbuster under this Agreement, determined and payable as follows (a“Bonus”): (i) Xxxxxxxxx shall participate Your Bonus for each calendar year or portion thereof during your employment with Blockbuster under this Agreement will be determined in the Parent Corporationaccordance with Blockbuster’s Amended and Restated 1999 Variable Bonus Senior Executive Short-Term Incentive Plan and/or or any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of Employersuccessor thereto, including corporate officers who are members of the Executive Committee and the Strategy and Planning Committee, in each case as determined by the Compensation, Nominating and Governance Committee of the Parent Corporation (or, in the absence of a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensation) (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation same may be amended from time to time (the “Annual BonusSenior Executive STIP”), that applies to the Blockbuster officers (the “162(m) Executives”) paid whose compensation is or may become subject to Xxxxxxxxx pursuant to all such bonus plans for any year (including the fiscal year ending December 31, 2006 and the fiscal year during which his employment is terminated) shall not be less than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably to two hundred percent (200%restrictions on deductibility of non-performance based compensation set forth in Section 162(m) of the Target Bonus Amount for such fiscal year if one hundred thirty percent Internal Revenue Code of 1986, as amended (130%) of plan goals are achieved the “Code”), including any successor law thereto, and scaled down ratably to thirty-five percent the rules and regulations promulgated thereunder (35%) of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achieved“Section 162(m)”). (bii) For Your Target Bonus for each fiscal calendar year or portion thereof during the term of this Agreement, the “Target Bonus Amount” Employment Term shall be equal to the product no less than 150% of the Target Bonus Percentage for that fiscal year sum of your Salary and Xxxxxxxxx’x Annual Base Deferred Compensation (as of December 31 of defined in paragraph 3(c)) at the year for which the bonus is being paid, as calculated below. The “Target Bonus Percentage” for each such fiscal year shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year annualized rate in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (i) the amount which the Annual Bonus would have been had the plan goals achieved through the month ending immediately following the date of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended effect at the end of such period. Your Bonus may be pro-rated for any partial calendar year that you are employed by Blockbuster under this Agreement except that, for the calendar year that includes the Effective Date, you will receive a single Bonus for the entire twelve (12) month period based on the sum of your Salary and Xxxxxxxxx’x Annual Base Deferred Compensation had at the annualized rate in effect at the end of such period and the Senior Executive STIP targets established by the Blockbuster Senior Executive Compensation Committee for that calendar year. (iii) In exercising its negative discretion to determine the amount of Bonus that you will receive under the Senior Executive STIP for any calendar year or portion thereof during your employment under this Agreement (assuming the targets established for such period have been achieved), the Annual Base Xxxx X. Xxxxxxx June 18, 2004 Blockbuster Compensation Committee will take into consideration the amount of your Target Bonus for such period but only to the extent that such consideration is consistent with the terms of the Senior Executive STIP and Section 162(m). (iv) Your Bonus for each calendar year or portion thereof during your employment with Blockbuster under this Agreement shall be payable to him as by February 28th of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12year. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual Bonus shall be paid no later than March 15 of the fiscal year following the fiscal year for which the bonus is being paid; provided, however, that if the employment of Xxxxxxxxx is terminated prior to the end of the fiscal year for which the bonus is being paid, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payable.

Bonus Compensation. (a) Xxxxxxxxx For each full calendar year of the Term, Employee shall be eligible to participate in the Parent Corporation’s Amended and Restated 1999 Variable bonus pool established by the Compensation Committee (the “Bonus Plan and/or any other cash bonus or incentive compensation plan of Employer established for corporate executive officers of EmployerPool”), including corporate officers who are members which Bonus Pool shall be based upon a percentage designated by the Compensation Committee of the Executive profit before tax of 4Kids and subsidiaries. The Compensation Committee and the Strategy and Planning CommitteeCEO of 4Kids, in each case as determined by their sole and absolute discretion, shall determine the Compensation, Nominating and Governance Committee amount of the Parent Corporation Bonus Pool, if any, to be awarded to Employee based upon Employee’s performance during the calendar year in question. (ori) Notwithstanding anything herein to the contrary, in the absence of Employer shall pay Employee a Compensation, Nominating and Governance Committee, the Board of Directors or another committee of directors designated by the Board of Directors as responsible for matters relating to executive compensation) minimum bonus (such body, whether a committee or the entire board, is hereinafter referred to as the “Committee”). The aggregate amount of annual bonus or incentive compensation (the “Annual BonusMB”) paid to Xxxxxxxxx pursuant to all such bonus plans of not less than One Hundred Fifty Thousand Dollars ($150,000) for any year (including the fiscal year ending December 31, 2006 and the fiscal each calendar year during which his employment is terminated) the Term subject to the following reduction: the MB with respect to any calendar year during the Term shall not be less than the Target Bonus Amount for that fiscal year if plan goals for the year are achieved, scaled up ratably reduced by an amount equal to two hundred fifty percent (20050%) of the Target Bonus Amount Annual Stock Option Value (as defined below), if any, with respect to the applicable calendar year for such fiscal year if one hundred thirty percent which the MB is to be paid (130%) of plan goals are achieved “Applicable Calendar Year”). Nothing herein shall be deemed to prevent Employee from receiving both an MB and scaled down ratably to thirty-five percent (35%) a share of the Target Bonus Amount for such fiscal year if eighty five percent (85%) of plan goals are achievedPool. (bii) For each fiscal year during the term purposes of this Agreement, the Annual Stock Option Value shall equal (x) the Net Proceeds (as defined below) received by, or credited to, Employee from the exercise by Employee of stock options issued to Employee with respect to the Applicable Calendar Year (“Target Bonus Amount” ACY Options”) and sale by Employee of the 4Kids stock underlying such ACY Options during such Applicable Calendar Year and (y) the Value Increase (as defined below), if any, of any ACY Options granted to but not exercised by Employee during such Applicable Calendar Year. (iii) For purposes of this Agreement, Net Proceeds shall be equal to defined as the product sum received by, or credited to, Employee from the sale by Employee during the Applicable Calendar Year of the Target Bonus Percentage for 4Kids stock underlying such ACY Options that fiscal year and Xxxxxxxxx’x Annual Base Compensation as of December 31 have been exercised, after deduction of the year for which the bonus is being paidexercise price paid with respect to such exercised stock options. (iv) For purposes of this Agreement, as calculated below. The “Target Bonus Percentage” for each such fiscal year Value Increase shall be as specified below: 2006 125 % $ 1,223,160.00 2007 137 % 1,340,583.36 2008 143 % 1,399,295.04 2009 149 % 1,458,006.72 2010 155 % 1,516,718.40 computed by multiplying (c) In determining the Annual Bonus payable to Xxxxxxxxx for any year in which he was not employed by Employer for the entire year, the Annual Bonus for the portion of such fiscal year preceding the termination of his employment shall be an amount equal to (ix) the amount which number of ACY Options granted to Employee during the Annual Bonus would have been had Applicable Calendar Year but not exercised by Employee during such Applicable Calendar Year assuming that Employee were fully vested in all such ACY Options granted by 4Kids to Employee for such Applicable Calendar Year, by (y) the plan goals achieved through difference between the month ending immediately following xxxxx xxxxx for such 4Kids stock options and the date closing price of termination of his employment been the plan goals for the entire fiscal year, the fiscal year had ended at the end of such month and Xxxxxxxxx’x Annual Base Compensation had been the Annual Base Compensation payable to him 4Kids common stock as of the following December 31 had his employment continued through the following December 31, (ii) multiplied by a fraction, the numerator last day of which is the number of months in the fiscal year through the end of the month immediately following the date of termination of Xxxxxxxxx’x employment and the denominator of which is 12. (d) Unless Xxxxxxxxx elects to defer receipt thereof, each Annual Bonus shall be paid no later than March 15 of the fiscal year following the fiscal year trading for which the bonus is being paid; provided, however, that such Applicable Calendar Year. For example: if the employment of Xxxxxxxxx is terminated prior to the end of the fiscal year Employee were granted 10,000 stock options for which the bonus is being paid, the Annual Bonus for the partial year preceding the termination of his employment shall be paid no later than March 15 following the termination of his employment and any amounts payable under any subparagraphs of Paragraph 10 as an Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be paid no later than March 15 following the end of the period for which such amount is payable.calendar