Common use of Bonus Clause in Contracts

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year.

Bonus. Should During the Term of the Executive’s employment hereunder, the Executive shall participate, in a manner consistent with the Executive’s title, position and responsibilities, in all management incentive plans made generally available to executives of the Company meet or exceed in comparable positions (together, the sales“Bonus Plans”) at a targeted bonus level, profits expressed as a percentage of the Base Salary, of (i) 65% for 2004 and other objectives (ii) 100% for fiscal years thereafter so long as approved by the Board (the “Target”). The Executive agrees that the actual award of any cash bonus pursuant to a Bonus Plan may, pursuant to the terms of such plan, be subject to the achievement of certain financial goals by the Company and/or certain personal performance goals established for the Executive with respect to any period for which a cash bonus may be paid pursuant to a Bonus Plan (in each case such goals having been established by the Compensation Committee Board or a committee thereof no later than the last day of the first month of the fiscal year) and shall be paid to the Executive after the fiscal year end following determination by the Board or a committee thereof of the Company’s achievement of any applicable financial goals or of any personal performance goals established for the Executive (but in any event not later than 120 days after the end of such fiscal year). If the Executive’s employment terminates for any reason other than a termination by the Executive without Good Reason before the end of the second quarter of a fiscal year or a termination by the Company for Cause before the end of a fiscal year, Employee the Company shall be eligible pay to receive the Executive at the time provided in the preceding sentence a lump sum amount, in cash, equal to the difference between (1) a pro rata portion to the Date of Termination of any annual bonus award to the Executive for the uncompleted fiscal year, calculated by multiplying the applicable bonus, if any, that the Executive would have earned for that fiscal year based on the Company’s achievement of any applicable financial goals or of any personal performance goals established for the Executive by a fraction the numerator of which is the number of days the Executive was employed during such fiscal year in and the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) denominator of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule which is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date365, and (2) the amount of any annual bonus award the Company has already paid to the Executive for the uncompleted fiscal year. If the Executive terminates his employment without Good Reason before the end of the second quarter of a fiscal year in which such termination occurs shall be pro-rated based on or the number of full calendar weeks during Company terminates the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had EmployeeExecutive’s employment not terminated, and shall be paid at for Cause before the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date end of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall the Executive will not be binding on the parties. Any such entitled to receive any bonus shall be paid in the calendar year for that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year.

Bonus. Should Company meet or exceed the salesSubject to Section 17 below, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible to receive a an annual bonus for such fiscal each year in ending during the amount term of this Agreement as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will shall be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors of Employer (the “Board”). Notwithstanding the immediately preceding sentence and subject to Section 17 below, the annual bonus for any given year shall not be less than the average annual bonus paid to Executive, by Employer or its predecessor entity, in respect of the three (3) calendar years immediately preceding the year of such bonus (the “Guaranteed Bonus”). The Guaranteed Bonus shall not be considered to be a bonus or incentive compensation arrangement for purposes of Section 111(b) of the Emergency Economic Stabilization Act of 2008 (“EESA”). Any portion of the bonus provided in this Section 3(b) permitted by Section 17 that exceeds the Guaranteed Bonus shall be the “Incentive Bonus.” The Incentive Bonus shall not be based upon performance criteria that would encourage Executive to take any duly authorized committee thereofunnecessary and excessive risks that threaten the value of Employer, and unless (to Employer expressly discourages Executive from taking such risks. Notwithstanding the extent consistent with Section 409A of the Code) a different payout schedule foregoing, during any period that Employer is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant subject to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), 111(b) of EESA: (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until event Employer (or the payment dateCompensation Committee of the Company) determines, in its sole discretion, that Executive has taken any unnecessary and excessive risks, Employer may reduce all or any portion of the Incentive Bonus to which Executive has obtained a legally binding right pursuant to this Section 3(b); and (2) in the bonus for event Employer (or the fiscal year Compensation Committee of the Company) determines, in which such termination occurs shall be pro-rated its sole discretion, that Executive has been paid or has obtained a legally binding right to an Incentive Bonus pursuant to this Section 3(b) that is based on materially inaccurate financial statements and any other materially inaccurate performance metric criteria, Executive must pay Employer an amount equal to such Incentive Bonus immediately after Executive receives notice of such misstatement (or forfeit receipt of such Incentive Bonus if the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the Incentive Bonus has not been paid). Any bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and payable under this Section 3(b) shall be paid at on or before March 15 of the time and in year following the form such bonus would have been paid had Employee’s employment continued; provided, however, in year for which the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearpayable.

Bonus. Should Company meet or exceed During the salesTerm, profits and other objectives established by Executive shall have an opportunity to earn a performance-based cash bonus (“Annual Bonus”) for each full fiscal year (and, if applicable, any Stub Period (as defined below)) beginning during the Compensation Committee Term targeted at 100% of Executive’s Base Salary payable for any fiscal year, Employee shall be eligible to receive a bonus for each such fiscal year in the or Stub Period, as applicable. The aggregate amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in of any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus Annual Bonus actually payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed Executive hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined by the sales Board in its reasonable discretion as soon as practicable following the conclusion of the fiscal year or Stub Period in question based on the achievement of pre-established performance conditions, and profits and have issued their audit report with respect thereto for shall be paid no later than the 15th day of the third month following the end of the applicable fiscal yearyear or Stub Period, which determination as applicable (whether or not such payment date occurs during the Term). With respect to each Annual Bonus period, the Board shall communicate the applicable pre-established performance conditions to Executive in writing promptly after such performance conditions are established. In the event the Company’s first full fiscal year after the Commencement Date concludes between 12 and 14 months after the Commencement Date, then the Annual Bonus with respect to the Company’s first full fiscal year during the Term shall cover the entire period from the Commencement Date through the end of the first full fiscal year and be targeted at 100% of Executive’s Base Salary for that 12 to 14 month period. In the event the Company’s first full fiscal year after the Commencement Date concludes more than 14 months after the Commencement Date, then the Annual Bonus with respect to the initial period beginning on the Commencement Date and ending on the first day of the first full fiscal year during the Term (the “First Stub Period”) shall be binding established by the Board, in its reasonable discretion, at a targeted level of no less than 100% of Executive’s Base Salary for the First Stub Period. For the avoidance of doubt, in the event that a fiscal year of the Company begins before, but ends after, the Automatic Expiration Date, Executive shall have an opportunity to earn an Annual Bonus for all of such fiscal year as provided above and the target amount of such Annual Bonus shall not be reduced to reflect that such fiscal year ends after the Automatic Expiration Date (the portion of such fiscal year ending on the parties. Any such bonus shall be paid in Automatic Expiration Date, the calendar year that contains “Second Stub Period” and, together with the April 30 immediately following such fiscal yearFirst Stub Period, but no later than April 30th of such yearthe “Stub Periods”).

Bonus. Should Company meet or exceed During the salesEmployment Term (and, profits with respect to any Bonus payable hereunder with respect to any period prior to the termination of the Employment Term, as soon as practicable after such termination), subject to (i) review and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined approval by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the CodeCompany (which approval shall not unreasonably be withheld) a different payout schedule is applicable for all executive employees of and (ii) the Company, any such bonus payment will be payable in a single, lump sum payment 's achieving earnings from internal growth and profitability at the level specified in the calendar Company's annual base financial plan approved by the Board of Directors of the Company for the immediately preceding fiscal year (the "Base Financial Plan" for such preceding fiscal year), the Company shall pay the Employee a cash bonus of not less than one hundred thousand dollars ($100,000) (the "Bonus") for such preceding fiscal year; provided, however, that contains if the April 30th immediately following Company achieves eighty-percent (80%) or more of the operating income specified in the Base Financial Plan for such preceding fiscal year, but the Company shall pay the Employee a pro rata cash Bonus equal to the percent so achieved multiplied by the full Bonus he otherwise would have been entitled to receive had the Company achieved 100% of the operating income specified in said Base Financial Plan. The payment of the Bonus for any fiscal year hereunder shall be subject to applicable withholding and payroll taxes, and such other deductions as may be required under the Company's employee benefit plans. Any Bonus payable hereunder shall be payable no later than April 30th one month after approval by the Board of such year. In Directors of the event audited annual financial statements of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by the Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in respect of which such termination occurs shall be pro-rated based on Bonus is payable (the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance "Financials" for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year), but no later than April 30th and the Company shall use its best efforts to cause its auditors to deliver such Financials within ninety (90) days after the end of such fiscal year.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, The Employee shall be eligible to receive a bonus for such fiscal year participate in the amount as determined by Company’s incentive plan applicable to senior executives at a level such that he will have the Compensation Committee; provided howeverpotential to earn a cash bonus, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than target, of fifty percent (50%) of Employee’s earned his annual base pay for salary during such fiscal year. Any The amount of such cash bonus payable to Employee will shall be payable in cash, stock or stock options, or combination thereof, all as determined by the Board in its sole discretion, based upon the achievement of Directors the Employee and/or the Company of management objectives to be reasonably established by the Board in consultation with the Employee. These management objectives shall consist of both financial and scientific goals and shall be specified in writing by the Board, and a copy shall be given to the Employee prior to the commencement of the applicable year. The Employee acknowledges there is no assurance that the terms of the incentive plan will remain unchanged or will in any future year provide the same benefits as it has in past years (or any duly authorized committee thereofbenefits or payments at all) and that the Company may, and unless (at its discretion, revise the terms of the incentive plan in advance for any upcoming fiscal year as it applies to the extent consistent with Section 409A Employee provided always that the Employee will be entitled to participate in any incentive plan made available to senior executives of the Code) Company. Except as otherwise provided in Section 5, the Employee generally must continue to be employed through the date the bonus is paid in order to earn a different payout schedule is applicable bonus for all executive employees of Companyany particular year, unless the Board determines, in its sole discretion, that the Employee has earned a bonus prior to such time. In such event, any such bonus payment will be payable in a single, lump sum payment in paid to the calendar year that contains the April 30th immediately following such fiscal year, but Employee no later than April 30th the later of: (i) the fifteenth (15th) day of such year. In the event third (3rd) month following the close of termination of this Agreement because of Employeethe Company’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at bonus payment is earned or (ii) March 15 following the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal calendar year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount payment is earned provided that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event the Board, in its sole discretion, determines to make a bonus payment upon an event described in Section 5.2 or Section 5.3 below, such amount will be paid as soon as determinable and in no event later than March 15 of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for year following the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty Employee’s “Separation from Service” (30) days of such termination (subject as defined under U.S. Treasury Regulation Section 1.409A-1(h), without regard to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contraryalternative definition thereunder) occurs, no bonus shall be payable hereunder and in the event that Employee’s employment terminates for any other reason prior the Board, in its sole discretion, determines to the date on which any make a bonus is actually paid. Such bonuspayment upon an event described in Section 5.4 below, if any, shall such amount will be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding paid on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearRelease Deadline (as defined below).

Bonus. Should (a) In further consideration of the Executive's agreement to perform services hereunder, the Executive shall be entitled to an annual cash bonus (the "Profits Bonus") in an amount equal to five percent (5%) of the Company's consolidated pre-tax profits (the "Company meet or Profits") in excess of $500,000 (the "Threshold") for the first two fiscal years during the Term commencing with the fiscal year ending July 31, 2000. This annual Profits Bonus shall not exceed $275,000 in the sales, profits first fiscal year and other objectives established $785,000 in the second fiscal year. (b) The Profits Bonus amount shall be calculated initially by the Compensation Committee Treasurer or Controller of the Company based upon the Company's audited financial statements for any the relevant fiscal year. Promptly after completion of the Profits Bonus calculation for each fiscal year, Employee a report of the calculation shall be eligible sent to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors. The Board of Directors or any duly authorized committee will then present the proposed Profits Bonus to the Executive. Within thirty (30) days after receipt thereof, and unless (the Executive may object to the extent consistent with Section 409A calculation by requesting that the accounting firm then auditing the financial statements of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in Company review the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th calculation. The results of such yearaccountants' review shall be final and binding on the Executive and the Company. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs Any Profits Bonus shall be paid at to the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid Executive within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to after the contraryExecutive receives the Profits Bonus calculation, no bonus except that if he objects thereto, the payment shall be payable hereunder made as soon as practicable after the resolution of the objection. The Executive shall bear the cost of the accounting firm's review, except if upon such review of the Profits Bonus calculation the accounting firm determines that the amount of the Profits Bonus should be increased by ten percent (10%) or more from the amount calculated by the Company, in which case the Company shall bear the cost of the accounting firm's review. (c) In the event that Employee’s employment terminates the period of the Term for any other reason prior to which a Profits Bonus is being determined is less than the date on which any bonus is actually paid. Such bonusentire fiscal year being used for the calculation, the Profits Bonus, if any, and the Threshold for such period shall be payable after Company’s accountants have determined multiplied by a fraction, the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, numerator of which determination shall be binding on the parties. Any number of whole months during such bonus fiscal year that the Executive was an employee of the Company and the denominator of which shall be 12. (d) Notwithstanding any Profits Bonus which may be paid in to the calendar Executive pursuant to this Section 4.02, for each fiscal year that contains during the April 30 immediately following Term the Compensation Committee may award the Executive a supplemental bonus based upon factors other than the Company Profits for such fiscal year, but no later than April 30th of as determined by such yearCommittee.

Bonus. Should (a) Employee and Company meet or exceed agree that payment of a bonus to Employee during the salesfirst two years following the Merger shall be governed by this Section 3. Following the Merger, profits and other objectives established by Xxxxxx will operate the Compensation Committee for any fiscal year, acquired company as a separate region (the "Continental Region") of the Company. Employee shall be eligible paid an annual bonus equal to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent one and one-half per cent (501.5%) of Employee’s earned the annual base pay pre-tax earnings of the Continental Region of the Company (the "Region Earnings"). The Region Earnings shall be calculated (i) using accounting principles used by the Company for all of its homebuilding divisions, (ii) after appropriate charges for overhead, interest, and other charges incurred at the corporate level and allocated by the Company based upon usage by the Continental Region in a manner similar to the way such charges are allocated to the Company's other homebuilding divisions, but (iii) before provision for incentive bonuses. (b) Promptly after the end of the Company's first fiscal yearmonth following the first anniversary of the Merger, and at the end of the same month one year later, the Company shall prepare a calculation of the Region Earnings for the preceding twelve month period, and forward such calculation (and any supporting documentation that Employee may reasonably request) to the Employee for his review. Any Within ten days after receipt of this calculation the Employee shall notify the Company in writing of his agreement with the calculation, or of any disagreement. A notice of disagreement shall include the basis for disagreement with reasonable specificity. If the Employee and the Company cannot resolve any disagreement, the matter shall be finally resolved in the same manner as a dispute under Section 8(h) of the Agreement, except that (i) each party shall submit a figure and supporting documentation to the accounting firm (the "Umpire"), which shall select one of the figures submitted and no other figure, and (ii) the Umpire's fees and expenses shall be borne by the party whose figure is not selected. (c) In addition to the bonus payable under part (b) above, the Company shall pay a bonus (the "Stub Period Bonus") to Employee for the period (the "Stub Period") from the Effective Date to the date immediately prior to the twelve month period used to calculate his annual bonus. The Stub Period Bonus will be payable in cashcalculated on the basis used to calculate Employee's bonus for the year immediately preceding the Effective Date, stock or stock options, or combination thereof, all as determined by based upon the Board number of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment days in the calendar year that contains Stub Period. (d) The Company shall pay each annual bonus within fifteen days after Employee's agreement with the April 30th immediately following such fiscal yearcalculation of Region Earnings, but no later than April 30th of such year. or, if a disagreement, within fifteen days after resolution as provided in part (b). (e) In the event of termination of this Agreement because of Employee’s death that the Continental Region is amalgamated with operations that are new to the Company following a merger or disability (as defined by Section 4.1(b))internal reorganization, termination by Employee and Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus shall negotiate in good faith a replacement formula for the fiscal year preceding the fiscal year formula specified in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and part (2a) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearabove.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee Executive will be eligible for any fiscal year, Employee an annual cash bonus based on performance. The amount of such bonus shall be eligible to receive a bonus for such fiscal year in based on the amount as determined by available resources of the Company and shall be at the discretion of the Compensation Committee; provided provided, however, if the target bonus opportunity established for Employee Company’s actual performance in any given fiscal year will meets or exceeds the below listed annual performance goals for such fiscal year, the Executive shall be set by entitled to the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay cash bonuses outlined below for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any The Company agrees that such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such cash bonus, if any, will be paid no later than ninety (90) days after the end of the fiscal year to which it applied. 1.) For any given fiscal year during the Term, if the Company’s actual consolidated revenue for such fiscal year, after excluding the effects of any Revenue Exclusions (as defined in Section 3e(1) below), exceeds the annual revenue goals approved by the Board for such fiscal year based on the Board-approved Company budget for such year, Executive shall be payable after entitled to a cash bonus of at least fifteen percent (15%) of his Base Salary as such Base Salary was in effect as of the end of such fiscal year; and 2.) For any given fiscal year during the Term, if the Company’s accountants have determined actual Adjusted EBITDA (as defined below) after excluding the sales effects of any Adjusted EBITDA Exclusions (as defined in Section 3e(2) below), exceeds the annual goals for Adjusted EBITDA approved by the Board for such fiscal year based on the Board-approved Company budget for such year, Executive shall be entitled to a cash bonus of at least fifteen percent (15%) of his Base Salary as such Base Salary was in effect as of the end of such fiscal year. For the purposes of this Agreement, “Adjusted EBITDA” is defined as consolidated GAAP earnings before interest, taxes, depreciation, amortization, and profits and have issued their audit report with respect thereto non-cash stock based compensation expenses. In addition, any extraordinary or non-recurring actual expenses incurred by the Company that were not included in the budget for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid year that in the calendar reasonable judgment of the Compensation Committee could not have been foreseen by the Company’s management during the process to set the budget for such year that contains may, at the April 30 immediately following Board’s discretion, also be added back to the total when calculating actual Adjusted EBITDA for such fiscal year, but no later than April 30th of such year.

Bonus. Should (a) In further consideration of the Executive's agreement to perform services hereunder, the Executive shall be entitled to an annual cash bonus (the "Profits Bonus") in an amount equal to five percent (5%) of the Company's consolidated pre-tax profits (the "Company meet or Profits") in excess of $500,000 (the "Threshold") for the first two fiscal years during the Term commencing with fiscal year ending July 31, 2000. This annual Profits Bonus shall not exceed $275,000 in the sales, profits first fiscal year and other objectives established $785,000 in the second fiscal year. (b) The Profits Bonus amount shall be calculated initially by the Compensation Committee Chief Financial Officer of the Company based upon the Company's audited financial statements for any the relevant fiscal year. Promptly after completion of the Profits Bonus calculation for each fiscal year, Employee a report of the calculation shall be eligible sent to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors. The Board of Directors or any duly authorized committee will then present the proposed Profits Bonus to the Executive. Within thirty (30) days after receipt thereof, and unless (the Executive may object to the extent consistent with Section 409A calculation by requesting that the accounting firm then auditing the financial statements of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in Company review the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th calculation. The results of such yearaccountants' review shall be final and binding on the Executive and the Company. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs Any Profits Bonus shall be paid at to the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid Executive within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to after the contraryExecutive receives the Profits Bonus calculation, no bonus except that if he objects thereto, the payment shall be payable hereunder made as soon as practicable after the resolution of the objection. The Executive shall bear the cost of the accounting firm's review, except if upon such review of the Profits Bonus calculation the accounting firm determines that the amount of the Profits Bonus should be increased by ten percent (10%) or more from the amount calculated by the Company, in which case the Company shall bear the cost of the accounting firm's review. (c) In the event that Employee’s employment terminates the period of the Term for any other reason prior to which a Profits Bonus is being determined is less than the date on which any bonus is actually paid. Such bonusentire fiscal year being used for the calculation, the Profits Bonus, if any, and the Threshold for such period shall be payable after Company’s accountants have determined multiplied by a fraction, the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, numerator of which determination shall be binding on the parties. Any number of whole months during such bonus fiscal year that the Executive was an employee of the Company and the denominator of which shall be 12. (d) Notwithstanding any Profits Bonus which may be paid in to the calendar Executive pursuant to this Section 4.02, for each fiscal year that contains during the April 30 immediately following Term the Compensation Committee may award the Executive a supplemental bonus based upon factors other than the Company Profits for such fiscal year, but no later than April 30th of as determined by such yearCommittee.

Bonus. Should Company meet or exceed For fiscal year 2007, in addition to the salesBase Salary, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible to receive a earn an annual target cash bonus of up to 105% of the Base Salary based upon criteria agreed to by the CEO of the Company and the Executive as of the date hereof, which bonus shall be pro-rated for such fiscal year in 2007 based upon the percentage of fiscal year 2007 that the Executive shall have been employed by the Company following the Effective Date pursuant hereto, and the amount of such bonus as determined so pro-rated shall be payable by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (Company to the extent consistent with Section 409A Executive within a reasonable time following the end of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability Outside Payment Date (as defined by Section 4.1(bbelow). During the Term, in addition to the Base Salary, for each fiscal year (after fiscal year 2007) of the Company ending during the Term, the Executive shall be eligible to earn an annual target cash bonus of 35% (after meeting threshold performance criteria), termination by Company without Cause pursuant 70% (after meeting target performance criteria) and up to Section 4.1(c), or pursuant to Employee105% (after meeting maximum performance criteria) of the Executive’s right to terminate this Agreement for Good Reason under Section 4.1(d), Base Salary (1the “Target Bonus Amount”) any bonus for the payable during such fiscal year preceding based upon criteria to be reasonably established not later than the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within first thirty (30) days of such termination that fiscal year by the CEO in consultation with Executive (subject to any delay in payout required under Section 4.2(bthe “Annual Bonus”)). Notwithstanding anything herein to the contrary, no which bonus shall be payable hereunder in pursuant to the event that Employee’s employment terminates OIP. The Annual Bonus actually earned for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, fiscal year shall be payable determined by the CEO of the Company in good faith and paid to Executive within a reasonable time after the end of the fiscal year, but in no event later than thirty (30) days (the “Outside Payment Date”) following completion of the Company’s accountants have determined the sales and profits and have issued their financial statement audit report with respect thereto for the applicable fiscal year, which determination the Company shall be binding on endeavor in good faith to complete within three months of the partieslast day of the applicable fiscal year. Any such Notwithstanding the foregoing, if the Outside Payment Date is later than 120 days after the end of the fiscal year, the Company will pay the portion of Executive’s bonus that the CEO is able to determine that Executive is entitled to (if any) no later than the 120 days after the end of the fiscal year and the remaining portion, if any, of Executive’s Annual Bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearthe Outside Payment Date.

Bonus. Should The Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible pay Executive an annual bonus in an amount equal to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty five percent (505%) of Employee’s earned annual base the pre-tax income or net cash-flow, whichever is greater, of the Company and its subsidiaries on a consolidated basis (determined in accordance with generally accepted accounting principals, after all deductions, including depreciation, but not including any federal, state or local income tax obligations. The Company shall pay such bonus to Executive within ten (10) days after the date the Company receives its audited financial statements from its accountants for the fiscal year with respect to which the bonus is to be paid, or if audited financial statements are not prepared for such fiscal year, within ninety (90) days of the expiration of such calendar year. Any bonus payable to Employee will Such Bonus amount shall not be payable in cashless than twenty- percent (20%) of the Executive's annual compensation. The executive, stock or stock optionsat his sole discretion, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereofcan wave, and unless (lower the bonus amount based upon the company's financial position. Once waved or lowered, the executive would have no rights to accrue the amounts waved or lowered for future payment. Payments otherwise due the Executive pursuant to the extent consistent with Section 409A of Company's bonus plan will not be made if the Code) a different payout schedule Executive's employment is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause terminated pursuant to Section 4.1(c), or 6(c) hereof prior to the Company's fiscal year-end. If the Executive's employment is terminated for any reason other than pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d)6(c) hereof, (1) any the Executive shall receive his bonus for the fiscal year preceding the fiscal year prorated in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on accordance with the number of full calendar weeks during days in the applicable Company's fiscal year during which Employee was employed hereunder, based on he is employed. If the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s Executive's employment not is terminated, and for any reason other than cause, as described in 6(c), on or after the Company's fiscal year-end, but before actual payment of the Company's year-end bonus in September, the Executive shall be paid at the time and in the form such entitled to his bonus would have been paid had Employee’s employment continued; providedpayment Absent written consent, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of after a Change in Control of the Company (as defined below), no action or during inaction by the Executive within ninety (90) days following the occurrence of the events described in 6(d)(A)(i), 6(d)(A)(ii) or 6(d)(A)(iii) hereof shall be deemed consent to such events; (b ) a period failure by the Company to comply with any material provision of twenty-four this Agreement which has not been cured within ten (2410) months days after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such previous year.

Bonus. Should Company meet or exceed the salesSubject to Section 17 below and beginning with year 2009, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible to receive a an annual bonus for such fiscal each year in ending during the amount term of this Agreement as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will shall be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors of Employer (the “Board”). Notwithstanding the immediately preceding sentence and subject to Section 17 below, the annual bonus for any given year shall not be less than the average annual bonus paid to Executive, by Employer or its predecessor entity, in respect of the three (3) calendar years immediately preceding the year of such bonus (the “Guaranteed Bonus”). The Guaranteed Bonus shall not be considered to be a bonus or incentive compensation arrangement for purposes of Section 111(b) of the Emergency Economic Stabilization Act of 2008 (“EESA”). Any portion of the bonus provided in this Section 3(b) permitted by Section 17 that exceeds the Guaranteed Bonus shall be the “Incentive Bonus.” The Incentive Bonus shall not be based upon performance criteria that would encourage Executive to take any duly authorized committee thereofunnecessary and excessive risks that threaten the value of the Company, and unless (to the extent consistent with Section 409A of Company expressly discourages Executive from taking such risks. Notwithstanding the Code) a different payout schedule foregoing, during any period that Employer is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant subject to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), 111(b) of EESA: (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until event Employer (or the payment dateCompensation Committee of the Company) determines, in its sole discretion, that Executive has taken any unnecessary and excessive risks, Employer may reduce all or any portion of the Incentive Bonus to which Executive has obtained a legally binding right pursuant to this Section 3(b); and (2) in the bonus for event Employer (or the fiscal year Compensation Committee of the Company) determines, in which such termination occurs shall be pro-rated its sole discretion, that Executive has been paid or has obtained a legally binding right to an Incentive Bonus pursuant to this Section 3(b) that is based on materially inaccurate financial statements and any other materially inaccurate performance metric criteria, Executive must pay Employer an amount equal to such Incentive Bonus immediately after Executive receives notice of such misstatement (or forfeit receipt of such Incentive Bonus if the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the Incentive Bonus has not been paid). Any bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and payable under this Section 3(b) shall be paid at on or before March 15 of the time and in year following the form such bonus would have been paid had Employee’s employment continued; provided, however, in year for which the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearpayable.

Bonus. Should Company meet or exceed After each fiscal year of IH during the salesPeriod of Employment, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible to receive a cash bonus (each, a “Bonus”), based upon the attainment by IH of IH’s applicable performance targets as determined by the Board (after consultation with Executive) in advance of each fiscal year (the “Performance Targets”) for such fiscal year, as follows: (1) if IH achieves less than 90% of the Performance Targets, taken as a whole and as reasonably determined by the Board, for an applicable fiscal year, then Executive shall not be entitled to receive a Bonus for such fiscal year; (2) if IH achieves at least 90% but less than 100% of the Performance Targets, taken as a whole and as reasonably determined by the Board, for an applicable fiscal year, then Executive’s Bonus for such fiscal year shall be 40% of Executive’s Base Salary in effect for such fiscal year; (3) if IH achieves at least 100% but less than 125% of the amount Performance Targets, taken as a whole and as reasonably determined by the Compensation Committee; provided howeverBoard, the target bonus opportunity established for Employee in any given an applicable fiscal year, then Executive’s Bonus for such fiscal year will shall be set 80% of Executive’s Base Salary in effect for such fiscal year; (4) if IH achieves at least 125% but less than 150% of the Performance Targets, taken as a whole and as reasonably determined by the Compensation Committee at not less than fifty percent Board, for an applicable fiscal year, then Executive’s Bonus for such fiscal year shall be 120% of Executive’s Base Salary in effect for such fiscal year; (50%5) if IH achieves 150% or more of Employeethe Performance Targets, taken as a whole and as reasonably determined by the Board, for an applicable fiscal year, then Executive’s earned annual base pay Bonus for such fiscal year shall be 160% of Executive’s Base Salary in effect for such fiscal year. Any bonus payable to Employee will The Performance Targets for each fiscal year of IH shall be payable in cash, stock or stock options, or combination thereof, all based upon an EBITDA target and/or any other matrix as shall be determined by the Board (after consultation with Executive), with the Performance Targets being determined in advance of Directors or any duly authorized committee thereof, and unless (each fiscal year. Notwithstanding anything to the extent consistent contrary herein, the parties hereto agree that this Section 3(b) shall apply only to Executive’s Bonus for fiscal years commencing with Section 409A the fiscal year 2004 until termination or expiration of the Code) a different payout schedule is applicable Period of Employment; provided that for all executive employees any period ending prior to commencement of Companythe fiscal year 2004, Executive’s Bonus shall be determined in accordance with the employment agreement between Executive and Interactive Health LLC, dated July 24, 2002 as if the provisions therein were still in effect. The Bonus, if any, for any such bonus payment will fiscal year shall be payable in a single, lump sum payment in on the calendar year that contains earlier of (i) the April 30th 15th immediately following such fiscal year, but no later than April 30th of year and (ii) twenty (20) business days after the Board has received and approved IH’s audited financial statements for such fiscal year. In the event of termination of this Agreement because of Employee’s death or disability (Except as defined by specifically provided in Section 4.1(b))4 hereof, termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employeeif Executive’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs with IH shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason whatsoever prior to the date on which end of any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination Executive shall not be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following entitled to a Bonus for such fiscal year, but no later than April 30th of such year.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee The Executive shall be eligible entitled to receive a guaranteed minimum annual bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at of not less than fifty percent 100% of Base Salary (50%which, notwithstanding anything to the contrary, may exceed 100% of Base Salary at the discretion of the Board (unless a majority of the Class B Directors disapprove in good faith) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined based upon reasonable metrics supported by the Board Company’s outside compensation consultant, which consultant shall be approved by the Conflicts Committee (such approval not to be unreasonably withheld)) (the “Guaranteed Bonus”), for each of Directors or any duly authorized committee thereofcalendar year 2016 and calendar year 2017, and unless (to the extent consistent with Section 409A payable within 30 days of December 31 of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in that the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant Guaranteed Bonus with respect to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal calendar year in which such termination occurs 2016 shall be prorated reduced by the aggregate amount of cash bonuses received by the Executive in calendar year 2016 prior to the Effective Date. Each such Guaranteed Bonus shall be payable in a proportion of cash and common stock of the Company determined as follows: (i) 25% (or such greater portion as the Board and the Conflicts Committee of the Board (the “Conflicts Committee”) may approve based upon performance metrics proposed by the Board and approved by the Conflicts Committee) of the Guaranteed Bonus shall be payable in cash; provided, however, with respect to calendar year 2016 only, such cash portion shall be reduced (not below zero) by the aggregate amount of cash bonuses received by the Executive in calendar year 2016 prior to the Effective Date, and (ii) the remainder in fully vested shares of common equity of the Company, based on the number volume weighted average price for the 10-day period preceding the end of full calendar weeks during the applicable fiscal calendar year during which Employee was employed hereunder (or if the Company is not a public company (as defined in Section 6.5), based on the fair market value as of the end of the applicable calendar year as determined by an independent appraiser selected by the Board). For example purposes only, if the Executive receives $50,000 in cash bonuses in calendar year 2016 prior to the Effective Date and the Guaranteed Bonus with respect to the full 2016 calendar year is $500,000, the balance of the Guaranteed Bonus shall be equal to $450,000 and shall be paid within thirty (30) days payable in $75,000 cash and the remaining in equity, unless metrics are achieved entitling a cash payment in lieu of such termination (subject to any delay in payout required under Section 4.2(b))equity. Notwithstanding anything herein the foregoing, (i) if the Board proposes reasonable performance metrics in good faith to the contraryConflicts Committee, no bonus and the Conflicts Committee does not review the proposal in good faith and/or unreasonably or in bad faith rejects such performance metrics, then the related Guaranteed Bonus (reduced as applicable) shall be payable hereunder 100% in cash, (ii) if the event that Employee’s employment terminates Board fails to propose reasonable metrics in good faith to the Conflicts Committee for any other reason prior to period, then the date on which any bonus is actually paid. Such bonus, if any, Guaranteed Bonus for such period shall be payable after Company’s accountants have determined the sales 25% in cash and profits 75% in equity, and have issued their audit report with respect thereto for (iii) if 100% of the applicable fiscal yearperformance metrics are achieved, which determination such related Guaranteed Bonus (reduced as applicable) shall be binding on the partiespayable 100% in cash. Any such All bonus payments shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearsubject to all applicable withholding requirements.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, (i) Employee shall be eligible to receive a bonus for such fiscal year participate in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee pool described in any given fiscal year will be set by the Compensation Committee at not less than fifty percent Exhibit A attached to this Agreement. (50%ii) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c)3(b) that is otherwise payable, or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), shall be paid on the earlier of (1) any bonus for March 31 following the end of the fiscal year preceding the fiscal year in upon which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, was calculated and (2) the date two weeks after the completion of the Company’s audited financial statements for such fiscal year; provided that, in no event shall such bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within earlier than thirty (30) days prior to the March 31 date described herein. The payment of such termination (bonus is subject to any delay the Employee’s continued employment with the Company at the time of payment of the bonus, unless the Employee is employed by the Company as of the last date of the period during which the achievement of the bonus is measured and the Employee’s employment is thereafter terminated pursuant to death or Disability (as defined in payout required under Section 4.2(b4(a) below), by the Employee for Good Reason (as defined in Section 4(b)(iii) below). Notwithstanding anything herein , by the Company without Cause (as defined in Section 4(b)(ii) below), due to the contraryexpiration of the Term, no bonus shall be payable hereunder in or if the Employee is still employed by the Company (but not subject to this Agreement) and prior to the payment of the bonus, the Employee has not breached any obligations or duties owed to the Company. (iii) In the event that Employeeany bonus payable pursuant to Section 3(b) exceeds $500,000, the Employee shall have the right to elect to receive up to 50% of such amount (the “Stock Bonus Portion”) over $500,000 in fully vested shares of the Company’s employment terminates common stock, subject to the reasonable approval of the Company to insure its ability to maintain its net operating loss carryforwards. The number of fully vested shares the Employee shall receive following such election shall be equal to the Stock Bonus Portion less the Gross Up Payment (described below) divided by the fair market value of the Company’s common stock for any other reason the ten (10) trading day period ending on the last trading day prior to the date on which any bonus is actually paidpayment date, with fractional shares rounded up to the nearest whole share. Such bonus, if any, The Employee shall be payable entitled to receive an additional payment (a “Gross Up Payment”) in an amount such that, after Company’s accountants have determined payment (whether through withholding at the sales source or otherwise) by the Employee of all taxes, including, without limitation, any income taxes and profits employment taxes imposed upon the Gross Up Payment, the Employee retains an amount of the Gross Up Payment equal to the taxes, including, without limitation, any income taxes and have issued their audit report with respect thereto for the applicable fiscal yearemployment taxes, which determination shall be binding imposed on the partiesStock Bonus Portion of the bonus payable pursuant to this Section 3(b). Any such bonus shall be paid For the avoidance of doubt, the election to receive the Stock Bonus Portion will not result in the calendar year that contains aggregate payment of the April 30 immediately following Stock Bonus Payment plus the Gross Up Payment being in excess of the expected net pre-tax amount should such fiscal year, but no later than April 30th of such yearamount have been paid only in cash.

Bonus. Should Company meet or exceed the its sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation CommitteeCommittee of the Board of Directors; provided however, however the target potential bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at such that, if the Company exceeds its objectives, the Company will pay Employee not less than fifty thirty five percent (5035%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of the Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such yearpayment. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b4(b)), termination by the Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in within seventy-five (75) days after the end of each calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th regardless of such yearEmployee’s employment status at the time payment is due. If timely payment is not made, the Company shall indemnify the Employee against any additional tax liability that the Employee may incur proximately as a result of the payment being made after the seventy-five day period.

Bonus. Should Company meet or exceed In addition to the salesBase Salary, profits and other objectives established the Executive shall participate in the Company’s current bonus plan for senior corporate officers (the “Bonus Plan”), as approved by the Compensation Committee for any fiscal of the Board of Directors in each calendar year during the term of this Agreement. The Executive’s target bonus is seventy-five percent (75%) of the Base Salary (the “Target Bonus”) and is contingent on the Executive meeting certain performance criteria and the Company achieving certain year-end financial criteria, and up to one hundred fifty percent (150%) of the Base Salary (the “Maximum Bonus”) if the Employee exceeds certain performance criteria and the Company exceeds certain year-end financial criteria all as determined in the reasonable discretion of the Board of Directors and its Compensation Committee. The Executive shall be eligible entitled to receive a bonus for such fiscal year increases in the amount “Target Bonus” and the “Maximum Bonus” during the term hereof as shall be determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set and approved by the Compensation Committee at not of the Board of Directors in its sole discretion, taking account of the performance of the Company and the Executive, and other factors generally considered relevant to the salaries of executives holding similar positions with enterprises comparable to the Company. The bonus shall be payable upon or within a reasonable period of time after the receipt of the Company’s audited financial statements for the applicable calendar year in accordance with the Company’s normal practices. In the event that the Executive is employed for less than fifty percent the full calendar year in the year that his employment under this Agreement terminates (50%) of Employee’s earned annual base pay for such fiscal year. Any “Termination Year”), the bonus payable to Employee will the Executive shall be payable in cash, stock or stock options, or combination thereofsubject to Sections 6 and 7 of this Agreement and calculated based on the Executive meeting certain performance criteria and the Company achieving certain year-end financial criteria, all as determined by the Compensation Committee of the Board of Directors or any duly authorized committee thereofDirectors, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such in its sole discretion. Such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on for the number portion of full calendar weeks during the applicable fiscal year Termination Year during which Employee the Executive was employed hereunder, based on by the bonus amount that Employee would have earned based on actual performance for Company. With respect to the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject Termination Year, any bonus payable pursuant to any delay in payout required under this Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus 3.2 shall be payable hereunder in to the event that Employee’s employment terminates for any other reason prior to Executive on the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be payment would otherwise have been paid in to the calendar year that contains Executive as if the April 30 immediately following such fiscal year, but no later than April 30th of such yearTermination Date (as defined herein) had not occurred.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, however the target potential bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at such that, if Company exceeds its objectives, Company will pay Employee not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th 30 immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, hereunder and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year.

Bonus. Should In order to provide performance-based incentive compensation to the Executive, the Company meet or exceed hereby agrees to pay the salesExecutive, profits in addition to the base salary set forth in Subparagraphs (a) and other objectives established by (b) hereof, a bonus in respect of each fiscal year subsequent to June 30, 1996 during the Compensation Committee for any Executive's employment hereunder (provided, that the Executive was employed at least 6 months during the applicable fiscal year) calculated in the manner set forth hereinbelow. For purposes hereof, Employee and for each of the first two fiscal years subsequent to June 30, 1996 during the employment of the Executive hereunder, the Executive shall be eligible to receive a bonus equal to the greater of (i) $50,000 or (ii) three and one third percent (3.33%) of the Company's Net Pre-Tax Income for each such fiscal year in which the amount as determined by Net Pre Tax Income equals or exceeds (or with respect to losses is less than) the Compensation CommitteePerformance Targets for such periods; for each fiscal year during the Term subsequent to the first two fiscal years ending after June 30,1996, and provided howeverthat the Executive is employed at least 6 months during of the applicable fiscal year, the target Executive shall receive a bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty equal to three and one third percent (503.33%) of Employee’s earned annual base pay the Net Pre-tax Income of the Company for each such fiscal year in which the Net Pre- Tax Income of the Company equals or exceeds (or with respect to losses, is less than) the Performance Targets for that fiscal year. Any bonuses earned in accordance with the provisions of this Subsection shall be paid within 90 days following the end of each fiscal year of the Company with respect to which such bonuses are payable. Anything herein to the contrary notwithstanding, (i) no bonus shall be deemed earned or be paid or payable to Employee will the Executive if on or before the end of the applicable Adjustment Year such bonus would otherwise be payable in cashhereunder, stock or stock options, or combination thereof, all as determined the employment of the Executive was terminated by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable Company for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability "Cause" (as defined hereinafter defined) or by Section 4.1(b)the Executive without "Good Reason" (as hereinafter defined) and (ii) other than is provided in subsection (i), termination by Company without Cause pursuant the earning of bonuses with respect to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs the Executive is employed for less than the full fiscal year shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-pro rated based on the number of full calendar weeks during months the applicable fiscal year during which Employee Executive was employed hereunder, based on by the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year.

Bonus. Should Beginning with the 2021 calendar year (so long as Employee is still employed hereunder), Employee shall be eligible for annual performance-based, cash bonus compensation with a target bonus of 100% of Employee’s Base Salary for each calendar year that Employee is employed by the Company meet or exceed hereunder (the sales, profits and other objectives “Annual Bonus”). The performance goals for an applicable calendar year (the “Bonus Year”) shall be established by the Compensation Committee board of directors (the “Board”) of GMR (or a committee thereof), following consultation with Employee, and communicated to Employee within the first thirty (30) days of the applicable Bonus Year. The amount of the Annual Bonus earned by Employee may be greater or lesser than the target bonus, based on achievement of the performance goals associated with the target bonus (with the actual amount of the Annual Bonus earned by Employee for any fiscal yearan applicable Bonus Year determined pursuant a formula established by the Board (or a committee thereof) when it establishes the performance goals for the applicable Bonus Year). Notwithstanding the foregoing, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A pro rata portion of the Code) a different payout schedule is applicable Annual Bonus for all executive employees the portion of Company, any such bonus payment will be payable in a single, lump sum payment in the 2020 calendar year that contains Employee is employed by the April 30th immediately Company following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability Effective Date (as defined by Section 4.1(bthe “Post-Closing 2020 Bonus”)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, that the amount of the Post-Closing 2020 Bonus earned by Employee shall be based on achievement, as reasonably determined by the Board (or a committee thereof) in its discretion, of the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus performance goals for the fiscal 2020 calendar year that were established and in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason effect prior to the date on which any bonus is actually paidEffective Date. Such bonusEach Annual Bonus (and the Post-Closing 2020 Bonus), if any, shall be payable paid as soon as administratively feasible after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto Board (or a committee thereof) certifies whether the applicable performance targets for the applicable fiscal yearBonus Year (or 2020, which determination for the Post-Closing 2020 Bonus) have been achieved, but in no event later than March 15 following the end of such Bonus Year (or, for the Post-Closing 2020 Bonus, no later than March 15, 2021). Except to the extent specifically provided under Section 7(f), no Annual Bonus (or Post-Closing 2020 Bonus), if any, nor any portion thereof, shall be binding payable unless Employee remains continuously employed by the Company from the Effective Date through the date on which such Annual Bonus (or, for the partiesPost-Closing 2020 Bonus, the Post-Closing 2020 Bonus) is paid. Any With respect to Employee’s eligibility to receive any bonus with respect to the portion of the 2020 calendar year preceding the Effective Date (a “Pre-Closing 2020 Bonus”), such bonus Pre-Closing 2020 Bonus (if any) shall be determined and paid pursuant to, and subject to the terms of, any applicable bonus program or plan applicable to Employee and in effect immediately prior to the Effective Date; provided, however, that any such Pre-Closing 2020 Bonus shall be reduced on a pro-rata basis to reflect the payment of a Pre-Closing 2020 Bonus (if any) that is attributable only to the portion of the calendar year that contains from January 1, 2020 through the April 30 immediately following such fiscal year, but no later than April 30th of such yearEffective Date.

Bonus. Should Company meet For calendar year 2011, the Employee shall be eligible for an annual target bonus in an amount equal to 200% of the then-applicable annual salary. The Employee’s actual bonus for calendar year 2011 may be less or exceed more than this target amount, the salescriteria upon which any bonus would be awarded to be determined in the sole discretion of the Compensation Committee (or other applicable committee) of the Board of Directors (the “Compensation Committee”), profits provided, however, that a material portion of the Employee’s annual bonus for calendar year 2011 shall be based upon the Corporation’s attainment of revenue and other objectives EBITDA goals established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any annual bonus that becomes payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to this Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (14(b) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at between January 1 and March 15th of the time and in year following the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus year for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee annual bonus was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continuedearned; provided, however, in no event will the bonus be paid after December 31 of the year following the year for which such annual bonus was earned.” 4. The following sentence is hereby added to the end of Section 13(a) of the Agreement: “Notwithstanding the foregoing, in the event of the termination of this Agreement because of the Employee’s termination employment by Company without Cause pursuant to Section 4.1(c) or pursuant to reason of the Employee’s right death or disability, the Employee (or the Employee’s estate, as applicable) shall be entitled to terminate receive the annual bonus which the Employee would have been entitled to receive had the Employee remained employed by the Corporation pursuant this Agreement for Good Reason under Section 4.1(d) and such termination is on the date entire year during which the Date of a Change in Control or during a period of twenty-four (24) months after a Change in ControlTermination occurs, Employee’s target which annual bonus for the fiscal year in which such termination occurs shall be prorated determined by the Compensation Committee based on the number Corporation’s performance for such year and in accordance with the terms of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of bonus program for such termination (subject to any delay year, payable in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to a lump sum payment on the date on which any bonus is actually paid. Such bonusannual bonuses for the year in which the Date of Termination occurs are paid to the Corporation’s executive officers generally, if any, but in all events such payment shall be payable after Companymade between January 1 and March 15 of the year following the year in which the Date of Termination occurs, unless otherwise required by Section 15(b). In the event the foregoing amount is paid following a termination of the Employee’s accountants employment by reason of the Employee’s disability, the Employee shall have determined no obligation to seek other employment and any income so earned shall not reduce the sales foregoing amounts.” 5. Section 13(b) of the Agreement is hereby amended and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid restated in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year.its entirety as follows:

Bonus. Should Company meet or exceed In addition to the salesBase Salary, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a for an annual bonus for such each completed fiscal year of the Company during the term hereof (the "Bonus"). The amount of each Bonus shall be equal to twenty-five percent (25%) of any increase for that fiscal year in the amount consolidated stockholder equity of Amen Properties, Inc. directly attributed to the financial results of the Company's REP business as determined by the Compensation CommitteeCompany's independent accountants in accordance with generally accepted accounting principles; provided howeverprovided, that if there is a decrease for any fiscal year in such consolidated stockholder equity, the target bonus opportunity established for Employee amount of such decrease shall be subtracted from any increase in any given subsequent fiscal year will be set by and the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay Bonus for such subsequent fiscal yearyear(s) shall be calculated based upon the net increase, if any, after subtracting the amount of such decrease. Any bonus payable to Employee will Such Bonuses shall be payable in cash, stock or stock options, or combination thereof, all as determined by paid within forty-five (45) days of the Board end of Directors or any duly authorized committee thereofeach fiscal year of the Company, and unless (may be paid, at the Employee's option upon written notice to the extent consistent with Section 409A Company, either in cash or in shares of the Code) Company's Common Stock, $.01 par value, of Amen Properties, Inc. (the "Company Common Stock"), having a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability Market Value (as defined by Section 4.1(b)), termination by Company without Cause pursuant below) equal to Section 4.1(c)the amount of the payment due, or pursuant a combination thereof; provided, that the Company shall have the option to pay the Bonus, or any portion thereof, in cash notwithstanding the Employee’s right 's election of payment in shares of Company Common Stock if the Company has a good faith belief that the issuance of such shares may cause the Company to terminate this Agreement for Good Reason risk the loss of any of its net operating loss carryforward under Section 4.1(d)the Internal Revenue Code and applicable Treasury Regulations. As used herein, (1i) any bonus "Market Value" shall be $3.20 per share for the fiscal year preceding the fiscal year in which such termination occurs ended December 31, 2004 and thereafter shall be paid at calculated using a price per share equal to the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus average closing price for the fiscal year in which such termination occurs shall be pro-rated based Company Common Stock on the number of full calendar weeks during Nasdaq Stock Market (or other exchange or securities quotation service on which the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance Company Common Stock is Publicly Traded) for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(ctwenty (20) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) trading days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date of issuance of the shares as payment required by this Section 4(b), and (ii) "Publicly Traded" means a security that is listed or admitted to unlisted trading privileges on which a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. ("NASD") or if sales or bid and offer quotations are reported for that class of stock in the automated quotation system operated by the NASD. The Employee acknowledges and agrees that the Company will not be required to register under applicable securities laws any bonus is actually paid. Such bonusshares of Company Common Stock issued to him under this Agreement, that, if anyunregistered, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th transfer of such yearstock will be restricted under applicable securities laws, and that he understands and accepts all risks associated with owning shares of Company Common Stock, including without limitation those related to such restrictions on transfer.

Bonus. Should Company meet or exceed If Executive’s termination of employment occurs after the sales, profits and other objectives established by the Compensation Committee for end of any fiscal yearyear of the Company for which a Bonus would be payable to Executive pursuant to Section 5(b) above and Executive’s termination is not for Cause and Executive’s termination occurs prior to the date bonuses for senior executives are paid for the fiscal year (including, Employee without limitation, the Bonus), Executive (or his estate, as the case may be) shall be entitled to payment of any Bonus that is earned for such fiscal year without regard to whether Executive’s termination of employment precedes the Bonus payment date. If Executive’s termination of employment occurs prior to the end of any fiscal year of the Company for which a Bonus would be payable to Executive pursuant to Section 5(b) above and Executive’s termination is not for Cause or a voluntary termination by Executive (other than for Good Reason or a Termination Following a Change of Control), Executive (or his estate, as the case may be) shall be entitled to payment of a pro rated portion of the Bonus calculated as follows: Executive’s Average Bonus shall be multiplied by a fraction the numerator of which shall be the number of days in the fiscal year that elapsed prior to Executive’s termination of employment and the denominator of which shall be 365. The amount Executive is entitled to under either of the two preceding sentences shall be referred to in this Agreement as the “Accrued Bonus”. For purposes of this Agreement, the “Average Bonus” shall mean the average annual Bonus (not including any Bonus payable for the calendar year including the Effective Date), if any, for the three (3) most recently completed fiscal years. In addition, if Executive’s termination occurs before Executive has worked and been eligible to receive a bonus Bonus for three fiscal years, any references in this Section 8 to Executive’s Average Bonus will be interpreted to mean such lesser number of fiscal years during which Executive was employed before termination and eligible to receive a Bonus. If Executive’s employment is terminated during the first fiscal year in following the year including the Effective Date, then the Average Bonus shall be deemed to mean an amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable equal to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A 100% of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearBase Salary.

Bonus. Should Company meet or exceed the its sales, profits and other objectives established as set forth on EXHIBIT 3(c) attached hereto for the fiscal year beginning January 2, 2001 and ending December 31, 2001, Employee shall receive a bonus for such fiscal year equal to 35% of Employee's actual annual Base Salary paid during such fiscal year, such bonus to be payable in cash, stock or stock options, or combinations thereof, as agreed to by the Compensation Committee Board of Directors and Employee. Should Company exceed its sales, profits and other objectives as agreed upon between Employee and Board of Directors at the beginning of each calendar year for any fiscal yearyear thereafter during the Employment Period, Employee shall be eligible entitled to receive a bonus for such fiscal year in equal to an amount agreed upon by Employee and the amount as determined by the Compensation Committee; provided howeverBoard of Directors, the target such bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined agreed to by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any Employee; provided that in no event shall such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following less than 35% of Employee's actual annual Base Salary paid during such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s 's death or disability (as defined by Section 4.1(bparagraph 4(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s 's right to terminate this Agreement for Good Reason under Section 4.1(d)paragraph 4, (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s 's accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in within one hundred twenty (120) days after the end of each calendar year that contains or thirty (30) days after the April 30 immediately following such issuance of the auditor's report, whichever is later, regardless of Employee's employment status at the time payment is due. For the period after the fiscal year ending December 31, 2001, Employee's bonus shall be based upon Company exceeding sales and profit objectives as agreed upon between Employee and Board of Directors at the beginning of each calendar year. The objectives and formula for determining bonuses, but no later than April 30th once agreed upon, shall be put in writing and signed by Employee and Board of such year.Directors

Bonus. Should Company meet or exceed The Executive shall have the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible opportunity to receive a additional performance-based cash bonus for such fiscal year in compensation (the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty "Cash Incentive Compensation") of up to _____ percent (50__%) of Employee’s earned the Executive's annual base pay salary for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the each fiscal year preceding upon the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number satisfaction of full calendar weeks during the applicable fiscal year during which Employee was employed hereundercertain financial targets, based on the bonus amount that Employee would have earned based on actual performance targets agreed by the Board for ILL and consistent with those agreed for the Chief Executive Officer and other clearly defined management objectives (the "Cash Incentive Objectives") to be agreed upon annually between the Executive and the Company. For the Company's 1997 fiscal year had Employee’s employment not terminatedyear, and the Cash Incentive Objectives shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid agreed upon within thirty (30) days of the date hereof, and, for each subsequent fiscal year, the Cash Incentive Objectives shall be agreed upon no later than thirty (30) days following the commencement of such termination fiscal year. In addition, the Executive shall have the opportunity to receive additional performance-based equity compensation (the "Equity Incentive Compensation") each fiscal year consisting of warrants to purchase up to _____ shares of the Company's common stock upon the satisfaction of certain financial and strategic targets (the "Equity Incentive Objectives") to be agreed upon annually between the Executive and the Company. For the Company's 1997 fiscal year, the Equity Incentive Objectives shall be agreed upon within sixty (60) days of the date hereof, and, for each subsequent fiscal year, the Equity Incentive Objectives shall be agreed upon no later than thirty (30) days following the commencement of such fiscal year. If the Equity Incentive Objectives are not fully achieved for any fiscal year, then no Equity Incentive Compensation shall be due or payable to the Executive unless the Board, in its sole discretion, chooses to grant all or any part of such Equity Incentive Compensation to the Executive (it being understood that the Board shall be under no obligation to make any such grant). The warrants vest on issuance and will be issued subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder price and other customary terms set forth in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report warrant agreement with respect thereto for and will also be subject (as will any equity received upon warrant exercise) to a subscription agreement executed by the applicable fiscal yearExecutive and the Company in connection with such issuance containing investor representations, which determination buy-back provisions and other customary terms. With respect to the terms and conditions of the Executive's purchase and ownership of any such warrants, anything in this Agreement to the contrary notwithstanding, the parties hereto intend that all of the terms, conditions and provisions of the subscription agreement, with respect to the Executive's purchase and ownership of any such warrants, shall remain in full force and effect. To the extent that this Agreement is deemed to be binding on inconsistent in any way with the partiessubscription agreement regarding the terms and conditions of the Executive's purchase and ownership of any such warrants, then the terms, conditions and provisions of the subscription agreement shall prevail to the extent of such inconsistency. Any such bonus shall Such cash and equity incentives will be paid in the calendar year that contains the April 30 immediately following such fiscal year, but accordance with standard company policy and in any event no later than April 30th March 15 following the end of such each fiscal year.

Bonus. Should Company meet or exceed Immediately upon the sales, profits and other objectives established by the Compensation Committee for any fiscal yearcommencement of his employment with Xpedior, Employee shall be eligible to receive a an annual bonus for such fiscal year in (the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than "Incentive Bonus") of up to fifty percent (50%) of the Base Compensation paid to Employee under this Agreement based on Employee’s earned annual base pay 's meeting or exceeding certain performance objectives. The performance objectives for such fiscal the Incentive Bonus for the year 2000 shall be mutually agreed upon by no later than May 30, 2000, and for each subsequent calendar year shall be mutually agreed upon no later than March 31 of the applicable calendar year. Any bonus payable to Employee In each of these years, unless otherwise mutually agreed in writing, two thirds of the Incentive Bonus will be payable in cash, stock or stock options, or combination thereof, all as determined by based on meeting budgeted revenue expectations for the Board of Directors or any duly authorized committee thereofbudget year, and unless (the remainder for meeting an additional target goal. Except for the Incentive Bonus for the year 2000, which the parties agree shall be paid in full to Employee, the extent consistent Chief Operating Officer, together with Section 409A the Chief Executive Officer and the Board, shall determine whether Employee has met or exceeded the performance objectives for each year. Incentive Bonuses will be paid on or before March 31 of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in year following the calendar year that contains during which the April 30th immediately following such fiscal year, but no later than April 30th of such year. In bonus criteria was achieved (the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)"Payout Date"), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, that up to 75% of the total Incentive Compensation will be advanced over one or more quarterly payments if the Chief Operating Officer determines that year-to-date performance is on track for meeting the established performance objectives for that year. If Employee's employment terminates prior to the Payout Date for any reason, Xpedior will pro- rate and pay Employee the amount of unpaid portions of the Incentive Bonus which Employee has earned. If Employee is advanced any part of an Incentive Bonus in any year during the event which the Chief Operating Officer ultimately determines that performance objectives were not met or exceeded, then the amounts thus paid will be credited against the first dollars otherwise to be paid in Incentive Bonus in subsequent years or credited against any first dollars that may be owed to Employee by Xpedior, including payments owed in consequence of a termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearAgreement.

Bonus. Should Company meet or exceed the sales, profits 9.1 Executive shall be eligible to receive an annual non-equity incentive bonus (“Annual Incentive Compensation”) and other objectives long term incentive compensation, all of which are intended to comply with Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), under such executive bonus plans and long term incentive plans as may be established by the Compensation Committee for any fiscal yearof the Board [or, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined absence of a Compensation Committee, then a committee of the Board of Directors comprised of not less than two independent directors (in either event, the “Independent Director Committee”)] in its sole discretion from time to time, subject to the terms and conditions of such plans. The Annual Incentive Compensation will be based on the achievement of Company and individual performance goals to be established by the Compensation Committee; provided however, the with annual target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at incentive bonuses of not less than fifty percent (50%) % of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable the Base Annual Salary. 9.2 The Compensation Committee of the Board of Director or, in cashthe absence of a Compensation Committee, stock or stock options, or combination thereof, all as determined by then a committee of the Board of Directors comprised of not less than two independent directors (in either event, the “Independent Director Committee”) may, in its discretion, require reimbursement of all or part of any duly authorized committee thereof, and unless (Annual Incentive Compensation or other incentive payments to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), Executive where: (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and of such Annual Incentive Compensation or other incentive payments to Executive was predicated upon achieving certain financial results that were subsequently the subject of a material restatement of the Company’s audited financial statement with the need for such restatement having been confirmed by the Company’s independent auditors; (2) the bonus Company determines Executive engaged in gross negligence or willful misconduct that substantially caused the need for the fiscal year in restatement; and (3) a lower payment would have been made to Executive based upon the restated financial results. In each such instance, the Executive shall repay to the Company the amount by which such termination occurs shall be pro-rated the Executive's Annual Incentive Compensation or other incentive payments for the relevant period exceeded the lower payments that would have been made based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continuedrestated financial results; provided, however, in that the event of termination of this Agreement because of Employee’s termination by Company without Cause Executive shall not be required to repay any Annual Incentive Compensation or other incentive payments, or portion thereof, pursuant to Section 4.1(cthis paragraph if such payments relate to accounting periods occurring two (2) years (or such longer time period as may be required by law) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason more prior to the date on which any bonus is actually paidrestatement. Such bonus, if any, shall be payable after Company’s accountants have determined Before the sales and profits and have issued their audit report with respect thereto Compensation Committee determines whether Executive engaged in gross negligence or willful misconduct that caused or substantially caused the need for the applicable fiscal yearsubstantial restatement, it shall provide to Executive written notice and the opportunity to be heard, at a meeting of the Independent Director Committee (which determination shall may be binding on in-person or telephonic, as determined by the parties. Independent Director Committee). 9.3 Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearpayment or award is non-pensionable.

Bonus. Should In addition to the amounts to be paid to the Executive pursuant to Section 3.1, if the Company meet achieves 100% or exceed more of the salesCompany’s target objectives for a fiscal year of the Company, profits such target objectives which are recommended by the Executive and other objectives established approved by the Compensation Committee for any fiscal of the Board (the “Compensation Committee”) not later than March 31 of such year, Employee the Executive shall be eligible receive an annual bonus (an “Annual Bonus”) equal to receive a bonus for the product of (i) the Executive’s Base Salary at the rate in effect at the beginning of such fiscal year and (ii) 100%. Should the Company achieve objectives in the amount as determined a fiscal year which are recommended by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set Executive and approved by the Compensation Committee at not less later than fifty percent March 31 to be significantly beyond expectations for the Company’s performance for such year, the 100% multiplier set forth in clause (50%ii) of Employee’s earned annual base pay the preceding sentence shall be increased up to a maximum of two (2) times the foregoing multiplier. Upon recommendation by the Executive and approval by the Compensation Committee not later than March 31 of the year to which it relates, a formula will be established to provide for such fiscal yearrecognition of threshold objectives below the target and for pro rata awards between the threshold award opportunity and the maximum award opportunity. Any bonus payable to Employee will Annual Bonus earned hereunder shall be payable in cash, stock or stock options, or combination thereof, all as determined by not later than two and one-half months following the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A end of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable fiscal year to which it relates. Except in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of a termination of this Agreement because of Employeethe Executive’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause employment pursuant to Section 4.1(c)4.4, or pursuant to Employeein the event that the Executive’s right to employment shall terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for other than on a date which is the last day of a fiscal year preceding of the Company, the Executive’s Annual Bonus with respect to the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs terminates shall be prorated based on at target for the actual number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that EmployeeExecutive’s employment terminates for any other reason prior to by the date on which any bonus is actually paid. Such bonusCompany during such fiscal year, and such Annual Bonus, if any, shall be payable after Company’s accountants have determined on the sales and profits and have issued their audit report with respect thereto for date that executive bonuses are paid generally, whether or not the applicable fiscal yearExecutive remains employed on such date, which determination provided, however, that payment shall be binding on made not later than two and one-half months following the partiesend of the fiscal year to which it relates. Any such bonus The Executive shall be paid entitled to no Annual Bonus in respect of the calendar fiscal year that contains of the April 30 immediately following Company in which his Employment terminates if such fiscal year, but no later than April 30th of such yeartermination is pursuant to Section 4.4.

Bonus. Should Company meet (a) For each of the 2000, 2001 and 2002 fiscal years (or exceed portion thereof) during the salesEmployment Period, profits and other objectives established by Executive will be eligible to receive, in addition to the Budget Bonus or Revenue Bonus described below, a performance bonus in an amount equivalent to not more than twenty-five percent of Executive's then current Base Salary ("Performance Bonus"). All Performance Bonuses shall be awarded in the sole discretion of the Compensation Committee for any based upon its assessment of the Executive's performance of his duties hereunder during the applicable fiscal year and without regard to the financial condition or performance of the Company. Executive shall receive the Performance Bonuses only if Executive is employed by the Company on the last day of the fiscal year to which the Performance Bonus relates or, with respect to the 2002 fiscal year, Employee the last day of the Employment Period, all subject to the provisions of Sections 9(a), 9(c) and 9(d). (b) For each of the 2000, 2001 and 2002 fiscal years (or portion thereof) during the Employment Period, Executive will be paid an additional bonus (the "Budget Bonus") based upon the Company's achievement of targets with respect to its earnings, before interest, taxes, depreciation and amortization ("EBITDA") during such fiscal year (which fiscal year target shall not be eligible to receive greater than the Company's budget for EBITDA for such fiscal year), as follows. During the first quarter of each such fiscal year, the Compensation Committee in consultation with Executive shall establish a bonus reasonably attainable budgeted EBITDA target (the "EBITDA Target") for such fiscal year and notify Executive in writing of the EBITDA Target. Pursuant to subsection (d), the Committee shall determine the Company's EBITDA for such fiscal year and shall notify Executive of its determination of the amount as determined by of the Compensation Committee; provided however, the target bonus opportunity established Company's EBITDA for Employee in any given such fiscal year and of the amount of Executive's Budget Bonus for such year, which Budget Bonus shall be equal to (i) no less than 25% of Executive's Base Salary for such fiscal year if the Company's EBITDA is 100% or more of the EBITDA Target, (ii) no less than 12.5% of Executive's Base Salary for such fiscal year if the Company's EBITDA is 90% of the EBITDA Target and (iii) pro rated between 12.5% and 25% of Executive's Base Salary for such fiscal year if the Company's EBITDA is more than 90% of the EBITDA Target but less than 100% of the EBITDA Target. Executive shall be paid no Budget Bonus for any such fiscal year in which the Company's EBITDA is less than 90% of the EBITDA Target for such fiscal year. (c) For each of the 2000, 2001 and 2002 fiscal years (or portion thereof) during the Employment Period, Executive will be set by paid an additional bonus (the "Revenue Bonus") based upon the Company's achievement of targets with respect to its Net Revenue (as defined below and determined in accordance with Generally Accepted Accounting Principles and the Company's standard practices and procedures) during such fiscal year (which fiscal year target shall not be greater than the Company's budget for Net Revenue for such fiscal year), as follows (the Performance Bonus, Revenue Bonus and the Budget Bonus are hereinafter collectively referred to as the "Bonus"). During the first quarter of each such fiscal year, the Compensation Committee at not in consultation with Executive shall establish a reasonably attainable budgeted Net Revenue target (the "Net Revenue Target") for such fiscal year and notify Executive in writing of the Net Revenue Target. Pursuant to subsection (d), the Committee shall determine the Company's Net Revenue for such fiscal year and shall notify Executive of its determination of the amount of the Company's Net Revenue for such fiscal year and of the amount of Executive's Revenue Bonus for such year, which Revenue Bonus shall be equal to (i) no less than fifty percent 25% of Executive's Base Salary for such fiscal year if the Company's Net Revenue is 100% or more of the Net Revenue Target, (50%ii) no less than 12.5% of Employee’s earned annual base pay Executive's Base Salary for such fiscal year if the Company's Net Revenue is 92.5% of the Net Revenue Target and (iii) pro rated between 12.5% and 25% of Executive's Base Salary for such fiscal year if the Company's Net Revenue is more than 92.5% of the Net Revenue Target but less than 100% of the Net Revenue Target. Executive shall be paid no Revenue Bonus for any such fiscal year in which the Company's Net Revenue is less than 92.5% of the Net Revenue Target for such fiscal year. Any bonus payable to Employee will be payable in cashFor purposes of this Agreement, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to term "Net Revenue" means the extent consistent with Section 409A Company's revenue net of the Code) a different payout schedule is applicable for all executive employees Company's formula-based allocation of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause advertising revenue generated pursuant to Section 4.1(c)that certain umbrella affiliation agreement between Telemundo Group, or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d)Inc. and Telemundo Network Group LLC dated as of August 12, (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year1998.

Bonus. Should Company meet or exceed the its sales, profits and other objectives established by as set forth on EXHIBIT 3(c) attached hereto for the Compensation Committee for any fiscal yearyear beginning January 2, 2001 and ending December 31, 2001, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) equal to 35% of Employee’s earned 's actual annual base pay for Base Salary paid during such fiscal year. Any , such bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined agreed to by the Board of Directors or and Employee. Should Company exceed its sales, profits and other objectives as agreed upon between Employee and Board of Directors at the beginning of each calendar year for any duly authorized committee thereoffiscal year thereafter during the Employment Period, Employee shall be entitled to receive a bonus for such fiscal year equal to an amount agreed upon by Employee and unless (to the extent consistent with Section 409A Board of the Code) a different payout schedule is applicable for all executive employees of CompanyDirectors, any such bonus payment will to be payable in a singlecash, lump sum payment stock or stock options, or combination thereof, as agreed to by the Board of Directors and Employee; provided that in the calendar year that contains the April 30th immediately following no event shall such bonus be less than 35% of Employee's actual annual Base Salary paid during such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s 's death or disability (as defined by Section 4.1(bparagraph 4(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s 's right to terminate this Agreement for Good Reason under Section 4.1(d)paragraph 4, (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s 's accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in within one hundred twenty (120) days after the end of each calendar year that contains or thirty (30) days after the April 30 immediately following such issuance of the auditor's report, whichever is later, regardless of Employee's employment status at the time payment is due. For the period after the fiscal year ending December 31, 2001, Employee's bonus shall be based upon Company exceeding sales and profit objectives as agreed upon between Employee and Board of Directors at the beginning of each calendar year. The objectives and formula for determining bonuses, but no later than April 30th once agreed upon, shall be put in writing and signed by Employee and Board of such year.Directors

Bonus. Should Company meet or exceed Beginning with IMED's 1997 fiscal year end for each fiscal year thereafter during the salesEmployment Period, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible to receive a an annual bonus (the "Bonus"), payable by IMED, of up to 100% of the Executive's Base Salary for such fiscal year in of IMED (the amount "Target Amount") based upon certain operational and financial criteria, including revenue and profitability targets and other organizational milestones (such criteria being hereinafter collectively referred to as determined by the Compensation Committee; provided however, the target bonus opportunity established "Targets"). The Targets for Employee in any given each fiscal year will during the Employment Period shall be set by the Compensation Committee at agreed upon, not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (45 days prior to the extent consistent with Section 409A beginning of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th by the Executive and a director of IMED designated for such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continuedpurpose; provided, however, that the Targets for fiscal year 1997 shall be agreed upon within 90 days following the Effective Date. The parties acknowledge that it is their intention that the Targets for each fiscal year shall be set at levels that are aggressive but achievable. In the event that IMED does not achieve the Targets in any fiscal year during the Employment Term, the Board of Directors of IMED may (but shall have no obligation to) award the Executive a bonus with respect to such fiscal year and, if the Board does so, such bonus shall be in such amount as the Board, in its sole, absolute and unrestricted discretion, shall determine. The Board of Directors of IMED may (but shall have no obligation to) also award the Executive a bonus in excess of the Target Amount based upon the Executive's achievements in the event relevant fiscal year. The Board of termination Directors of this Agreement because IMED, AMI or both may (but shall have no obligation to) institute, for the benefit of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) the Executive, such additional bonus plans such Board shall determine, in each case in the sole, absolute and unrestricted discretion of such termination is on Board. The Bonus payable hereunder shall be payable in a single installment within 30 days following the date (the "Delivery Date") of a Change in Control or during a period delivery to the Board of twenty-four (24) months after a Change in Control, Employee’s target bonus Directors of IMED's audited financial statements for the fiscal year in to which such termination occurs shall be prorated based on Bonus relates or as otherwise agreed by the number Executive and IMED's Board of full calendar weeks during the applicable fiscal year during which Employee was employed Directors. Any other bonus payable hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder at such time or times as the pertinent Board of Directors shall, in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonusits sole, if anyabsolute and unrestricted direction, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yeardetermine.

Bonus. Should Company meet or exceed the salesAs of April 1, profits 2016 and other objectives established by the Compensation Committee for any fiscal yeareach year thereafter while he is employed, Employee Executive shall be eligible to receive an annual performance-based bonus under the Company’s short-term incentive compensation plan based on the attainment of annual performance targets to be mutually agreed upon by Executive and the Board of Directors consisting of a target amount equal to 100% of Executive’s then applicable Base Salary (the “Annual Bonus”). The Annual Bonus shall be paid or issued, as applicable, within three months following the end of the fiscal year in which such bonus was earned, provided that if by such time the determination of whether the Annual Bonus was earned (and the calculation of the amount thereof) is not complete, the Annual Bonus, if any, shall be paid as soon as practicable after such determination and calculation is complete, but in no event later than the last day of December in which the fiscal year end occurs. If (a) Executive is employed by the Company for at least nine months of a fiscal year, but not on the last day of such fiscal year, (b) Executive’s employment is terminated by the Company for reasons other than Cause (as defined in Section 9(f) below) or Executive resigns with Good Reason (as defined in Section 9(h) below) or by reason of his death or Disability, and (c) based on the results of operations and financial performance of the Company for the entire fiscal year, Executive would have been entitled to an Annual Bonus in respect of such fiscal year in the amount as determined had Executive remained employed by the Compensation Committee; provided howeverCompany on the last day of such fiscal year, Executive shall be entitled to a pro-rata portion of the target bonus opportunity established for Employee in any given Annual Bonus (payable at the time set forth above) based upon the portion of the fiscal year will during which Executive was employed (e.g., 9 months of employment = 75% of Annual Bonus). As of April 1, 2016 and each fiscal year thereafter while he is employed, Executive shall be set by eligible to receive equity awards pursuant to the Compensation Committee at Company’s long-term incentive program with an aggregate target grant date fair value of not less than fifty percent 100% of Executive’s then applicable Base Salary (50%) the “Annual Equity Awards”). The form and substance of Employee’s earned annual base pay for such fiscal year. Any bonus payable the Annual Equity Awards, including but not limited to Employee will applicable performance metrics, performance targets, grant dates and vesting periods, shall be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized a committee thereof, thereof and unless (subject to such further terms and conditions set forth in the award agreements applicable to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearAnnual Equity Awards.

Bonus. Should Company meet For 1997 (or exceed portion thereof) during the salesEmployment Period, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year Executive will be paid bonuses as set forth in Section 4(a) and 4(b) below if certain performance targets set by the Compensation and Stock Option Committee at not less than fifty percent (50%the "Compensation Committee") of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A are met. For each of the Code1998, 1999, 2000 and 2001 fiscal years and any subsequent fiscal years (or portion thereof) a different payout schedule is applicable for all executive employees of Companyduring the Employment Period, any such bonus payment Executive will be payable paid a bonus (the "Budget Bonus") as set forth below in a single, lump sum payment subsection (c) (the bonuses described in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination first sentence of this Agreement because Section 4 and the "Budget Bonus" are hereinafter collectively referred to as the "Bonus"). Executive shall receive the Bonus only if Executive is employed by the Company on the last day of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding to which the Bonus relates, subject to the provisions of Sections 9(a), 9(c) and 9(d). (a) For the fiscal year ended December 31, 1997, Executive will be eligible for a bonus in which such termination occurs an amount computed in accordance with Exhibit A hereto. Such bonus shall be paid at the time and in times bonuses are customarily paid to the form such bonus would have been paid had Employee’s employment continued until Company's executives. (b) For the payment datecalendar year 1997, and (2) the bonus for the fiscal year in which such termination occurs Executive shall be pro-rated eligible for a bonus based on the number attainment of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based certain performance levels by KVEA as set forth on the Exhibit B attached hereto. Such bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time times bonuses are customarily paid to the Company's executives. (c) For each of the 1998, 1999, 2000, 2001 fiscal years and any subsequent fiscal years (or portion thereof) during the Employment Period, Executive will be paid a Budget Bonus based upon the Company's achievement of targets with respect to its earnings, before interest, taxes, depreciation and amortization ("EBITDA") during such fiscal year (which fiscal year target shall not be greater than the Company's budget for EBITDA for such fiscal year), as follows. During the first quarter of each such fiscal year, the Compensation Committee shall establish a budgeted EBITDA target (the "EBITDA Target") for such fiscal year and notify Executive in writing of the form EBITDA Target. Pursuant to subsection (d), the Committee shall determine the Company's EBITDA for such bonus would have been fiscal year and shall notify Executive of its determination of the amount of the Company's EBITDA for such fiscal year and of the amount of Executive's Budget Bonus for such year, which Budget Bonus shall be equal to (i) 100% of Executive's Base Salary for such fiscal year if the Company's EBITDA is 100% or more of the EBITDA Target, (ii) 50% of Executive's Base Salary for such fiscal year if the Company's EBITDA is 90% of the EBITDA Target and (iii) pro rated between 50% and 100% of Executive's Base Salary for such fiscal year if the Company's EBITDA is more than 90% of the EBITDA Target but less than 100% of the EBITDA Target. Executive shall be paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement no Budget Bonus for Good Reason under Section 4.1(d) and any such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which the Company's EBITDA is less than 90% of the EBITDA Target for such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and year. (d) Each Bonus shall be paid upon certification by the Compensation Committee (which the Compensation Committee will make within thirty (30) 30 days after the certification by the Company's independent auditors of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates financial statements for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year) that the performance targets entitling Executive to a Bonus with respect to such fiscal year have been met. If the Compensation Committee so certifies, the Bonus will be paid promptly but in no event later than April 30th ten days after such certification. (e) For purposes of such yearthis Agreement, the "Compensation Committee" shall mean a committee consisting of at least two (2) directors of the Company, each of whom is a "non-employee director" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").

Bonus. Should Company meet (i) For Fiscal Year 2006, the Executive shall receive an annual cash bonus, payable to Executive on or exceed before April 30, 2007, in an amount determined in the salessole discretion of the Company’s Board of Directors, profits which amount shall be deemed earned if Executive is employed as of December 31, 2006. (ii) For Fiscal Year 2007 and other objectives established by for each subsequent Fiscal Year during the Compensation Committee for any fiscal yearTerm (as defined below), Employee the Executive shall be eligible to receive a an annual cash bonus for such fiscal year in (the amount as determined by the Compensation Committee; provided however“Annual Cash Bonus”), the target bonus opportunity established for Employee in any given fiscal year will which shall consist of two separate components and be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock Executive on or stock options, or combination thereof, all as determined by before the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A end of the Code) a different payout schedule is applicable for all executive employees fourth month following the end of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal yearrelevant Fiscal Year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employeethe Company has not received its audited financial statements for the relevant Fiscal Year by the date that is three and one-half months after the end of such relevant Fiscal Year, the Company shall make such payment within fifteen days (but not later than the last day of the calendar year following such Fiscal Year) after the Company’s employment terminates receipt of audited financial statements for any other reason prior such Fiscal Year, so long as Executive is employed by the Company on the last day of such Fiscal Year, as follows: (A) if the Company’s EBITDA for a Fiscal Year is greater than or equal to the date on which any bonus EBITDA Target for such Fiscal Year, Executive shall receive an Annual Cash Bonus for such Fiscal Year equal to 100% of Executive’s Base Salary; and (B) if the Company’s EBITDA for a Fiscal Year is actually paid. Such bonusgreater than or equal to the EBITDA Target for such Fiscal Year, Executive shall receive an additional Annual Cash Bonus for such Fiscal Year equal to the product of the Available Cash Flow Excess multiplied by 25%. (iii) For Fiscal Year 2007 only, the Annual Cash Bonus, if any, payable to Executive pursuant to this Section 1.3(b)(ii)(A) and (B), shall be payable after Company’s accountants have determined increased on a pro rata basis to include the sales and profits and have issued their audit report with respect thereto for complete months in Fiscal Year 2006 following the applicable fiscal year, date the Acquisition is consummated minus any annual bonus amount paid to Executive pursuant to Section 1.3(b)(i) (which determination shall be binding deducted first out of any amount payable to Executive pursuant to Section 1.3(b)(ii)(A) and second out of any amount payable to Executive pursuant to Section 1.3(b)(ii)(B)). (iv) Notwithstanding anything in this Section 1.3(b) to the contrary and in lieu of any cash obligation, the Company shall pay all of Executive’s Annual Cash Bonuses in the form of Class C Units with a Fair Market Value (as defined in the LLC Agreement) equal to the Annual Cash Bonus owed at such time to the Executive, until the aggregate cost basis of (x) Class A Units issued to Executive under that certain Investment Agreement dated as of the date hereof, (y) any additional Class A Units purchased pursuant to Section 3.1 and (z) any Class C Units issued (excluding any Class C Units withheld pursuant to Section 1.3(c)) to Executive in respect of the Annual Cash Bonuses equals $1,250,000. For purposes of determining Fair Market Value under this Section 1.3(b)(iv), the Company shall provide Executive a draft analysis at least ten (10) business days before such determination and shall consider in good faith the Executive’s comments and questions prior to finalizing such determination. For the avoidance of doubt, the Class C Units shall be treated identical to Class A Units that Executive acquires on the parties. Any such bonus shall be paid date hereof pursuant to the terms of the Investment Agreement, other than for distributions upon a liquidation as set forth in Section 10.2 of the calendar year that contains LLC Agreement and the April 30 immediately following such fiscal yearrequirement for Executive to disgorge distributions if there are not sufficient profits to allocate to Executive, but no later than April 30th as set forth in Section 10.3 of such yearthe LLC Agreement.

Bonus. Should Company meet or exceed The primary focus of Sxxxxxxx’x employment is to increase the salesPayment Products Division revenue. As an incentive to achieving this end, profits and other objectives established a cash bonus, paid quarterly, equal to four percent (4%) of the revenue increase, if any, determined by comparing the Compensation Committee Top-line Revenues for the prior fiscal year’s quarter against the Top-line Revenues for the current fiscal quarter (“Revenue Growth Bonus”) shall be paid to Sxxxxxxx within thirty (30) days of the Company’s fiscal quarter’s end. In the event that the Company’s cash position at the end of any fiscal yearquarter is such that the Company, Employee shall be eligible in good faith, determines that it will not have sufficient cash to fund its business operations for the next three successive fiscal quarters, then, in lieu of an all cash Revenue Growth Bonus, Sxxxxxxx will, at his option, receive a bonus for such fiscal year in the amount Revenue Growth Bonus payable as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee follows: (i) cash in any given fiscal year will be set by the Compensation Committee at portion Sxxxxxxx chooses, up to but not less than exceeding fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will the Revenue Growth Bonus amount, and (ii) the remaining balance of the Revenue Growth Bonus shall be payable in cashshares of restricted common stock equal to one hundred ten percent (110%) of the non-cash balance of the Revenue Growth Bonus granted at the date of the current 10-q or 10-k filing. If the cash payment is not made, stock or stock optionsit will be accrued at a 10% interest rate. For the purpose of this Agreement, or combination thereof, “Top-line Revenues” shall mean all as determined revenues recognized by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding during the fiscal year in which such termination occurs shall be paid at the time accordance with generally accepted accounting principles (GAAP) and as reported in the form such bonus would have been Company’s SEC Forms 10-q and 10-k. In the event Sxxxxxxx is paid had Employee’s employment continued until a Revenue Growth Bonus and the payment date, and (2) the bonus Top-line Revenues for the fiscal year quarter in which question are subsequently adjusted (such termination occurs adjustment being made in accordance with GAAP and reported as an amendment to the corresponding SEC Form 10-q or 10-k as such) then, as a result: (i) if the Revenue Growth Bonus is determined to have been underpaid, any resulting increase in cumulative bonuses due will be promptly paid on the next succeeding payroll processing date; conversely, (ii) if the Revenue Growth Bonus is determined to have been overpaid (either by accounting adjustment or negative Top-line Revenues for the subsequent fiscal quarter) any Revenue Growth Bonus previously paid and determined (in accordance with GAAP) to have been overpaid, shall be pro-rated based on the number of full calendar weeks offset against any subsequent Revenue Growth Bonus earned during the applicable fiscal year during which Employee was employed hereunder, based on Term of this Agreement. In no case will the bonus amount that Employee would have earned based on actual performance exceed four percent (4%) of the increase of the Top-line Revenue for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of year. Upon termination of this Agreement because of Employee’s termination by Company without Cause pursuant Agreement, any offset to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs be made against future Revenue Growth Bonuses shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yeardeemed non-recoverable.

Bonus. Should Company meet (a) For the 1997 fiscal year (or exceed portion thereof) during the salesEmployment Period, profits Executive will be paid a performance bonus in an amount equivalent to twenty percent of Executive's then current Base Salary ("Performance Bonus"). In addition, for each of the 1998 and other objectives established by 1999 fiscal years and any subsequent fiscal years (or portion thereof) during the Compensation Committee for any fiscal yearEmployment Period, Employee Executive will be paid, in addition to the Budget Bonus described in Section 4(b) below, a Performance Bonus in an amount equivalent to fifteen percent of Executive's then current Base Salary. All Performance Bonuses shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A awarded based solely upon an assessment of the Code) a different payout schedule is applicable for all executive employees Executive's performance of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks his duties hereunder during the applicable fiscal year during which Employee was and without regard to the financial condition or performance of the Company. Executive shall receive the Performance Bonuses only if Executive is employed hereunder, based by the Company on the bonus amount that Employee would have earned based on actual performance for last day of the fiscal year had Employee’s employment to which the Performance Bonus relates, subject to the provisions of Sections 9(a), 9(c) and 9(d). (b) For each of the 1998 and 1999 fiscal years and any subsequent fiscal years (or portion thereof) during the Employment Period, Executive will be paid an additional bonus (the "Budget Bonus") based upon the Company's achievement of targets with respect to its earnings, before interest, taxes, depreciation and amortization ("EBITDA") during such fiscal year (which fiscal year target shall not terminatedbe greater than the Company's budget for EBITDA for such fiscal year), as follows (the Performance bonus and the Budget Bonus are hereinafter collectively referred to as the "Bonus"). During the first quarter of each such fiscal year, the Compensation Committee shall establish a budgeted EBITDA target (the "EBITDA Target") for such fiscal year and notify Executive in writing of the EBITDA Target. Pursuant to subsection (c), the Committee shall determine the Company's EBITDA for such fiscal year and shall notify Executive of its determination of the amount of the Company's EBITDA for such fiscal year and of the amount of Executive's Budget Bonus for such year, which Budget Bonus shall be equal to (i) no less than 15% of Executive's Base Salary for such fiscal year if the Company's EBITDA is 100% or more of the EBITDA Target, (ii) no less than 5% of Executive's Base Salary for such fiscal year if the Company's EBITDA is 90% of the EBITDA Target and (iii) pro rated between 5% and 15% of Executive's Base Salary for such fiscal year if the Company's EBITDA is more than 90% of the EBITDA Target but less than 100% of the EBITDA Target. Executive shall be paid at the time and in the form no Budget Bonus for any such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which the Company's EBITDA is less than 90% of the EBITDA Target for such termination occurs fiscal year; PROVIDED, HOWEVER, that on each May 14 during the Employment Period, the Company and Executive shall be prorated based on in good faith meet to negotiate an appropriate increase in the number percentage of full calendar weeks Executive's Base Salary payable during the applicable fiscal year during which Employee was employed hereunder and upon the Company's achievement of the relevant EBITDA Targets. (c) Each Budget Bonus shall be paid upon certification by the Compensation Committee (which the Compensation Committee will make within thirty (30) 30 days after the certification by the Company's independent auditors of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates financial statements for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year) that the performance targets entitling Executive to a Budget Bonus with respect to such fiscal year have been met. If the Compensation Committee so certifies, the Budget Bonus will be paid promptly but in no event later than April 30th ten days after such certification. (d) For purposes of such yearthis Agreement, the "Compensation Committee" shall mean a committee consisting of at least two (2) directors of the Company, each of whom is a "non-employee director" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.

Bonus. Should Company meet or exceed The Executive will be eligible for the salesfollowing incentive bonuses following the Merger: (i) The Executive will participate in an Annual Executive Bonus Plan, profits beginning with NEBS' fiscal year 2001, with a bonus target equal to 50% of base salary. Payments will be determined against financial and other personal objectives established by NEBS' Board of Directors and the Compensation Committee for any Designated Person at the beginning of each fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount which objectives will include Company- specific objectives, as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all well as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continuedNEBS' overall corporate objectives; provided, however, that 50% of the Executive's bonus target for fiscal 2001 will be guaranteed, and all payments to the Executive under the Annual Executive Bonus Plan with respect to NEBS' fiscal years 2001 through 2004 will be paid in cash within 60 days following the event end of termination of the applicable fiscal year. The financial objectives established for the Annual Executive Bonus Plan for fiscal year 2001 that will be applicable to the Executive are set forth in Attachment A hereto. (ii) The Company will establish a Special Incentive Plan which will be in effect for NEBS' fiscal years 2001 through 2003, and the Executive will participate in this Agreement because of Employee’s termination by Company without Cause pursuant plan with an annual bonus target equal to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement $175,000. Payments will be determined against specific sales and earnings objectives for Good Reason under Section 4.1(d) and such termination is on the date Company, which objectives are set forth in Attachment B hereto; provided, however, that upon the occurrence of a Change in Control or during a period (as defined below), 50% of twenty-four the Executive's bonus target for the remaining fiscal years of the plan (24) months after a including the year in which the Change in ControlControl occurs) will be guaranteed; provided, Employee’s target bonus for further, however, that the foregoing guarantee will not apply with respect to any fiscal year in which such termination occurs shall the Executive's employment is terminated (A) by the Company for Cause (as hereinafter defined) or (B) by the Executive other than for Good Reason (as hereinafter defined), or for subsequent fiscal years. For purposes of this Agreement, "Change in Control" has the same meaning, and is subject to the same limitations, as set forth in Section 2 of the First Amendment to Change in Control Severance Agreement dated as of May 26, 2000 by and between the Company and the Executive. Payments under the Special Incentive Plan will be prorated based on made within 60 days following the number end of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall will be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to form of restricted shares of NEBS common stock in lieu of cash, under NEBS' Stock Compensation Plan, and such shares will vest six months following the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for end of the applicable fiscal yearyear with respect to each respective award. Restricted share awards will be subject to the terms and conditions of restricted stock award agreements substantially in the form of Attachment C hereto. With respect to each award, which determination shall be binding if the aggregate fair market value of the awarded shares on the parties. Any such bonus shall be paid in vesting date is less than the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th fair market value of such yearshares on the date of grant, then the Company will pay such difference to the Executive in cash within 10 days of the applicable vesting date.

Bonus. Should Company meet or exceed The Executive will be eligible for the salesfollowing incentive bonuses following the Merger: (i) The Executive will participate in an Annual Executive Bonus Plan, profits beginning with NEBS' fiscal year 2001, with a bonus target equal to 50% of base salary. Payments will be determined against financial and other personal objectives established by NEBS' Board of Directors and the Compensation Committee for any Designated Person at the beginning of each fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount which objectives will include Company- specific objectives, as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all well as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continuedNEBS' overall corporate objectives; provided, however, that 50% of the Executive's bonus target for fiscal 2001 will be guaranteed, and all payments to the Executive under the Annual Executive Bonus Plan with respect to NEBS' fiscal years 2001 through 2003 will be paid in cash within 60 days following the event end of termination of the applicable fiscal year. The financial objectives established for the Annual Executive Bonus Plan for fiscal year 2001 that will be applicable to the Executive are set forth in Attachment A hereto. (ii) The Company will establish a Special Incentive Plan which will be in effect for NEBS' fiscal years 2001 through 2003, and the Executive will participate in this Agreement because of Employee’s termination by Company without Cause pursuant plan with an annual bonus target equal to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement $100,000. Payments will be determined against specific sales and earnings objectives for Good Reason under Section 4.1(d) and such termination is on the date Company, which objectives are set forth in Attachment B hereto; provided, however, that upon the occurrence of a Change in Control or during a period (as defined below), 50% of twenty-four the Executive's bonus target for the remaining fiscal years of the plan (24) months after a including the year in which the Change in ControlControl occurs) will be guaranteed; provided, Employee’s target bonus for further, however, that the foregoing guarantee will not apply with respect to any fiscal year in which such termination occurs shall the Executive's employment is terminated (A) by the Company for Cause (as hereinafter defined) or (B) by the Executive other than for Good Reason (as hereinafter defined), or for subsequent fiscal years. For purposes of this Agreement, "Change in Control" has the same meaning, and is subject to the same limitations, as set forth in Section 2 of the First Amendment to Change in Control Severance Agreement dated as of May 26, 2000 by and between the Company and the Executive. Payments under the Special Incentive Plan will be prorated based on made within 60 days following the number end of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall will be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to form of restricted shares of NEBS common stock in lieu of cash, under NEBS' Stock Compensation Plan, and such shares will vest six months following the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for end of the applicable fiscal yearyear with respect to each respective award. Restricted share awards will be subject to the terms and conditions of restricted stock award agreements substantially in the form of Attachment C hereto. With respect to each award, which determination shall be binding if the aggregate fair market value of the awarded shares on the parties. Any such bonus shall be paid in vesting date is less than the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th fair market value of such yearshares on the date of grant, then the Company will pay such difference to the Executive in cash within 10 days of the applicable vesting date.

Bonus. Should Company meet (a) For the 1997 fiscal year (or exceed portion thereof) during the salesEmployment Period, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall Executive will be eligible to receive a performance bonus in an amount equivalent to twenty percent of Executive's then current Base Salary ("Performance Bonus"). In addition, for such each of the 1998 and 1999 fiscal year in years and any subsequent fiscal years (or portion thereof) during the amount as determined by the Compensation Committee; provided howeverEmployment Period, the target bonus opportunity established for Employee in any given fiscal year Executive will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable paid, in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (addition to the extent consistent with Budget Bonus described in Section 409A 4(b) below, a Performance Bonus in an amount equivalent to fifteen percent of Executive's then current Base Salary. All Performance Bonuses shall be awarded based solely upon an assessment of the Code) a different payout schedule is applicable for all executive employees Executive's performance of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks his duties hereunder during the applicable fiscal year during which Employee was and without regard to the financial condition or performance of the Company. Executive shall receive the Performance Bonuses only if Executive is employed hereunder, based by the Company on the bonus amount that Employee would have earned based on actual performance for last day of the fiscal year had Employee’s employment to which the Performance Bonus relates, subject to the provisions of Sections 9(a), 9(c) and 9(d). (b) For each of the 1998 and 1999 fiscal years and any subsequent fiscal years (or portion thereof) during the Employment Period, Executive will be paid an additional bonus (the "Budget Bonus") based upon the Company's achievement of targets with respect to its earnings, before interest, taxes, depreciation and amortization ("EBITDA") during such fiscal year (which fiscal year target shall not terminatedbe greater than the Company's budget for EBITDA for such fiscal year), as follows (the Performance Bonus and the Budget Bonus are hereinafter collectively referred to as the "Bonus"). During the first quarter of each such fiscal year, the Compensation Committee shall establish a budgeted EBITDA target (the "EBITDA Target") for such fiscal year and notify Executive in writing of the EBITDA Target. Pursuant to subsection (c), the Committee shall determine the Company's EBITDA for such fiscal year and shall notify Executive of its determination of the amount of the Company's EBITDA for such fiscal year and of the amount of Executive's Budget Bonus for such year, which Budget Bonus shall be equal to (i) no less than 15% of Executive's Base Salary for such fiscal year if the Company's EBITDA is 100% or more of the EBITDA Target (ii) no less than 5% of Executive's Base Salary for such fiscal year if the Company's EBITDA is 90% of the EBITDA Target and (iii) pro rated between 5% and 15% of Executive's Base Salary for such fiscal year if the Company's EBITDA is more than 90% of the EBITDA Target but less than 100% of the EBITDA Target. Executive shall be paid at no Budget Bonus for any such fiscal year in which the time and in Company's EBITDA is less than 90% of the form EBITDA Target for such bonus would have been paid had Employee’s employment continuedfiscal year; provided, however, that on each July 23 during the Employment Period, the Company and Executive shall in good faith meet to negotiate an appropriate increase in the event percentage of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks Executive's Base Salary payable during the applicable fiscal year during which Employee was employed hereunder and upon the Company's achievement of the relevant EBITDA Targets. (c) Each Budget Bonus shall be paid upon certification by the Compensation Committee (which the Compensation Committee will make within thirty (30) 30 days after the certification by the Company's independent auditors of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates financial statements for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year) that the performance targets entitling Executive to a Budget Bonus with respect to such fiscal year have been met. If the Compensation Committee so certifies, the Budget Bonus will be paid promptly but in no event later than April 30th ten days after such certification. (d) For purposes of such yearthis Agreement, the "Compensation Committee" shall mean a committee consisting of at least two (2) directors of the Company, each of whom is a "non-employee director" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.

Bonus. Should Company meet For all services rendered by the Executive pursuant to this Agreement during the period ("Initial Bonus Period") beginning on March , 2000 and ending on March31, 2001 the Executive was (or exceed shall be if any such amount shall not have been paid before the salesdate hereof) paid a bonus (the "Initial Bonus"). The Initial Bonus was payable on a monthly basis for each month during the Initial Bonus Period at a rate equal to the product of (a) .01% and (b) the amount of Net NFL, profits PBA and other objectives established Licensed and Unlicensed Apparel and Accessories Sales by the Compensation Committee for any fiscal yearCompany during the preceding Initial Bonus Period. For all services to be rendered by the Executive pursuant to this Agreement during the period ("Second Bonus Period") beginning on April 1, Employee 2001 and ending on March31, 2001 the Company agrees to issue in favor of the Executive a fully-vested option (the "Second Bonus") to purchase 75,000 shares of common stock of the Company at the price of $2.00 per share pursuant to an option agreement in the form of Exhibit A, such option to be delivered on or prior to April 1, 2001. For all services to be rendered by the Executive pursuant to this Agreement during the Employment Period subsequent to the Second Bonus Period, the Executive shall be eligible to receive paid a bonus for such fiscal year which shall be achievable, progressive, of a magnitude comparable in aggregate to the magnitude of the Initial Bonus and the Second Bonus, as adjusted to reflect the growth in the amount Company's sales of products (i.e. increased if such sales increase and decreased if they decrease) and based on appropriate measures of success based on Company Business Plans as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined adopted and modified by the Board of Directors or any duly authorized committee thereof, and unless (of the Company. Any bonus payable hereunder by reference to the extent consistent with Section 409A financial results of the CodeCompany (such as the Initial Bonus) a different payout schedule is applicable for all executive employees shall be verified in accordance with the Company's normal practices and policies and shall be conclusively determined on the basis of Company, audited financial statements. No adjustments in the amount of any such bonus payment will Bonus previously paid shall be payable made in any circumstance whatever except as a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th result of such yearaudit revealing arithmetic errors in amounts paid. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs Such amounts shall be paid at by the time and in Executive or the form Company, as then case may be, within 30 days after such bonus would statements have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein finally delivered to the contrary, no Board of Directors or as otherwise agreed by the Board of Directors and the Executive. Any bonus shall be payable hereunder in equity of the event that Employee’s employment terminates for any Company or other reason prior to securities of the date on which any bonus is actually paid. Such bonus, if any, Company (such as the Second Bonus) shall be payable treated as a negotiated and agreed amount not subject to adjustment after such amount has been established by the Board of Directors of the Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearnotwithstanding any subsequent event.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, however the target potential bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at such that, if Company exceeds its objectives, Company will pay Employee not less than fifty Forty percent (5040%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, year but no later than April 30th of such following year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, hereunder and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains following the April 30 immediately following such applicable fiscal year, year but no later than April 30th of such following year.

Bonus. Should (i) In addition to the annual base salary provided for above in Section 4(a), the Company meet or shall pay to the ----- Executive incentive compensation in an amount determined as follows (such amount, the "Annual Formula Bonus"): (A) FOR FISCAL YEAR 2002 FROM JANUARY 1, 2002 THROUGH TO THE EFFECTIVE DATE: The Company shall pay to the Executive an Annual Formula Bonus in an amount equal to seventy-five basis points (0.75%) of the Company's Adjusted EBITDA (as defined below) for Fiscal Year 2002 determined through to the Effective Date; PROVIDED, HOWEVER, that such bonus payment shall in no event exceed 150% of the sales, profits and other objectives established by pro rated annual base salary payable to the Compensation Committee Executive through to the Effective Date. (B) FOR FISCAL YEAR 2002 FROM THE EFFECTIVE DATE THROUGH TO THE END OF FISCAL YEAR 2002 AND EACH FISCAL YEAR THEREAFTER The Company shall pay to the Executive an Annual Formula Bonus for any particular fiscal year, Employee shall be eligible year (or part thereof) during the Term equal to receive a bonus the product of (I) sixty basis points (0.60%) multiplied by (II) the Company's Adjusted Pre-Tax Income (as defined below) for such fiscal year (or part thereof, and in the amount case of Fiscal Year 2002 Adjusted Pre-Tax Income shall be determined from the Effective Date through the end of Fiscal Year 2002); PROVIDED, HOWEVER, that such bonus payment shall in no event exceed the product of (x) $100,000 multiplied by (y) each xxxxx of the Company's Adjusted Diluted Earnings Per Share (as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%defined below) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock year (or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee part thereof, and unless in the case of Fiscal Year 2002 Adjusted Diluted Earnings Per Share shall be determined from the Effective Date through the end of Fiscal Year 2002). (to ii) The aggregate Annual Formula Bonus due the extent consistent with Section 409A Executive for Fiscal Year 2002 shall be the sum of the CodeFiscal Year 2002 bonus calculations provided for in subclauses (e)(i)(A) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination and (e)(i)(B) above. (iii) For purposes of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year.Agreement:

Bonus. Should Company meet or exceed (i) In addition to the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year Base Salary described in the amount as determined by the Compensation Committee; provided howeverSection 3(a) above, the target bonus opportunity established for Employee in any given fiscal year will be set by Company shall pay to the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable Executive, in cash, stock or stock options, or combination thereof, all as determined by a Bonus (the Board “Bonus”) in respect of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability each Bonus Determination Period (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1hereinafter defined) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, howeverEmployment Period (subject, in the event of the termination of his employment, to the provisions of Section 4(e) hereof) in an amount equal to the sum of: (A) Three percent (3%) of the Income Before Taxes of the Company (as hereinafter defined) for each Bonus Determination Period; plus (B) Five Percent (5%) of the excess (if any) of the Income Before Taxes of the Company for each Bonus Determination Period over the Income Before Taxes of the Company for the same period in the immediately preceding fiscal year. (ii) For purposes of this Agreement, the term “Bonus Determination Period” shall mean (A) each full fiscal year of the Company during the Employment Period, commencing with the fiscal year beginning on April 1, 2007 and ending on March 31, 2008 (an “Annual Bonus Period”), (B) any period of less than a full fiscal year during the Employment Period, which period shall commence on the first day of the then current fiscal year and end on the last day of the calendar month immediately preceding the calendar month in which the date of termination of the Executive’s employment shall fall (the “Stub Period”), in respect to which period the Executive shall be entitled to receive a Bonus pursuant to the provisions of Sections 4(e)(v)(C) and 4(e)(vi)(C) of this Agreement because following the termination of Employeethe Executive’s termination by Company employment without Cause pursuant to Section 4.1(c) cause or pursuant to Employee’s right to terminate this Agreement for “Good Reason under Section 4.1(dReason” (as hereinafter defined) and such termination is (C) the period of six months ending on the last day of the calendar month immediately preceding the calendar month in which the date of a Change termination of the Executive’s employment shall fall (the “Additional Stub Period”) in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for respect to which the fiscal year in which such termination occurs Executive shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject entitled to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein receive an additional Bonus pursuant to the contrary, no bonus shall be payable hereunder in provisions of Sections 4(e)(v)(D) and 4(e)(vi)(D) of this Agreement following the event that Employeetermination of the Executive’s employment terminates without cause or for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year“Good Reason” (as hereinafter defined).

Bonus. Should Company meet or exceed the sales, profits and and/or other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty One Hundred percent (50100%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of the Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, year but no later than April 30th of such following year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by the Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no No bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason termination of employment by Employee prior to the date on which any bonus is actually paidlast day of a fiscal year. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year.

Bonus. Should Company meet or exceed In addition to the sales, profits and other objectives established by the Compensation Committee for any fiscal yearSalary, Employee shall be eligible entitled to receive a an annual bonus equal to 2.5% (the "Bonus") of quarterly operating income, before the deduction of interest and income taxes of Employer, WPCS Incorporated and Invisinet, Inc. The amount of the Bonus shall be determined based upon the operating income reported in the financial statements of Employer and Parent, as calculated based on U.S. generally accepted accounting principles. Employer shall instruct its auditor to calculate the Bonus for such each fiscal year in or portion thereof ending after the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination date of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)an "Auditor's Bonus Report"), termination by Company without Cause pursuant within 105 days after each fiscal year end. Employer shall provide a copy of each Auditor's Bonus Report to Section 4.1(c), or pursuant to Employee’s Employee promptly upon receipt thereof. Employee shall have the right to terminate this Agreement for Good Reason under Section 4.1(d)review and independently verify the conclusions of any Auditor's Bonus Report by delivering notice in writing to Employer within 30 days after receipt of any such Auditor's Bonus Report indicating that Employee wishes to exercise his right of review and verification. Within 10 business days after receipt of any such notice, (1) Employer shall make available to Employee and his representatives, at reasonable times during normal business hours, the books and records of Employer which are reasonably necessary to conduct such review and verification. Employee shall cause such review to be conducted and concluded as quickly as reasonably practicable and in such a manner so as not to unreasonably interfere with the business and operations of Employer. Any representatives conducting such review shall, prior to being given access to such books and records, be required to enter into confidentiality and non-disclosure agreements with Employer on terms and conditions satisfactory to Employer, acting reasonably. The costs of any bonus for the fiscal year preceding the fiscal year in which such termination occurs review shall be paid at borne by Employee unless the time and review indicates a discrepancy between the Bonus figure contained in the form such bonus would have been paid had Employee’s employment continued until Auditor's Bonus Report and the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonusfigure, if any, agreed to by Employer and Employee following such review of greater than 10%. If Employee and Employer shall be payable unable to resolve any dispute respecting any determination contained in any Auditor's Bonus Report, then any disputed matters ("Disputed Items") shall, within 20 days after Company’s accountants notice is delivered by Employee to Employer that there exist Disputed Items, be submitted to arbitration as set forth below. Within five (5) business days of Employee's delivery of written acceptance of the Auditor's Bonus Report (as may have determined been amended or adjusted pursuant to the sales foregoing procedures) to Employer, Employer shall pay Employee the Bonus in a lump sum, subject to Employer's statutory and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearcustomary withholdings.

Bonus. Should In addition to the amounts to be paid to the Executive pursuant to Section 3.1, if the Company meet achieves 100% or exceed more of the salesCompany’s target objectives for a fiscal year of the Company, profits such target objectives which are recommended by the Executive and other objectives established approved by the Compensation Committee for any fiscal of the Board (the “Compensation Committee”) not later than March 31 of such year, Employee the Executive shall be eligible receive an annual bonus (an “Annual Bonus”) equal to receive a bonus for the product of (i) the Executive’s Base Salary at the rate in effect at the beginning of such fiscal year and (ii) 100%. Should the Company achieve objectives in the amount as determined a fiscal year which are recommended by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set Executive and approved by the Compensation Committee at not less later than fifty percent March 31 to be significantly beyond expectations for the Company’s performance for such year, the 100% multiplier set forth in clause (50%ii) of Employee’s earned annual base pay the preceding sentence shall be increased up to a maximum of two (2) times the foregoing multiplier. Upon recommendation by the Executive and approval by the Compensation Committee not later than March 31 of the year to which it relates, a formula will be established to provide for such fiscal yearrecognition of threshold objectives below the target and for pro rata awards between the threshold award opportunity and the maximum award opportunity. Any bonus payable to Employee will Annual Bonus earned hereunder shall be payable in cash, stock or stock options, or combination thereof, all as determined by not later than two and one-half months following the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A end of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable fiscal year to which it relates. Except in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of a termination of this Agreement because of Employeethe Executive’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause employment pursuant to Section 4.1(c)4.4, or pursuant to Employeein the event that the Executive’s right to employment shall terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for other than on a date which is the last day of a fiscal year preceding of the Company, the Executive’s Annual Bonus with respect to the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs terminates shall be prorated based on at target for the actual number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that EmployeeExecutive’s employment terminates for any other reason prior to by the date on which any bonus is actually paid. Such bonusCompany during such fiscal year, and such Annual Bonus, if any, shall be payable after Company’s accountants have determined on the sales and profits and have issued their audit report with respect thereto for date that executive bonuses are paid generally, whether or not the applicable fiscal year, which determination Executive remains employed on such date. The Executive shall be binding on entitled to no Annual Bonus in respect of the parties. Any year 2006 or the fiscal year of the Company in which his Employment terminates if such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yeartermination is pursuant to Section 4.4.

Bonus. Should Company meet For 1997 (or exceed portion thereof) during the salesEmployment Period, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year Executive will be paid bonuses as set forth in Section 4(a) below if certain performance targets set by the Compensation and Stock Option Committee at not less than fifty percent (50%the "Compensation Committee") of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A are met. For each of the Code1998, 1999, 2000 and 2001 fiscal years and any subsequent fiscal years (or portion thereof) a different payout schedule is applicable for all executive employees of Companyduring the Employment Period, any such bonus payment Executive will be payable paid a bonus (the "Budget Bonus") as set forth below in a single, lump sum payment subsection (b) (the bonuses described in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination first sentence of this Agreement because Section 4 and the "Budget Bonus" are hereinafter collectively referred to as the "Bonus"). Executive shall receive the Bonus only if Executive is employed by the Company on the last day of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding to which the Bonus relates, subject to the provisions of Sections 9(a), 9(c) and 9(d). (a) For the fiscal year ended December 31, 1997, Executive will be eligible for a bonus in which such termination occurs an amount computed in accordance with Exhibit A hereto. Such Bonus shall be paid at the time times bonuses are customarily paid to the Company's executives. (b) For each of the 1998, 1999, 2000, 2001 fiscal years and any subsequent fiscal years (or portion thereof) during the Employment Period, Executive will be paid a Budget Bonus based upon the Company's achievement of targets with respect to its earnings, before interest, taxes, depreciation and amortization ("EBITDA") during such fiscal year (which fiscal year target shall not be greater than the Company's budget for EBITDA for such fiscal year), as follows. During the first quarter of each such fiscal year, the Compensation Committee shall establish a budgeted EBITDA target (the "EBITDA Target") for such fiscal year and notify Executive in writing of the form EBITDA Target. Pursuant to subsection (c), the Committee shall determine the Company's EBITDA for such bonus would have been paid had Employee’s employment continued until fiscal year and shall notify Executive of its determination of the payment dateamount of the Company's EBITDA for such fiscal year and of the amount of Executive's Budget Bonus for such year, which Budget Bonus shall be equal to (i) 100% of Executive's Base Salary for such fiscal year if the Company's EBITDA is 100% or more of the EBITDA Target, (ii) 50% of Executive's Base Salary for such fiscal year if the Company's EBITDA is 90% of the EBITDA Target and (2iii) pro rated between 50% and 100% of Executive's Base Salary for such fiscal year if the bonus Company's EBITDA is more than 90% of the EBITDA Target but less than 100% of the EBITDA Target. Executive shall be paid no Budget Bonus for the any such fiscal year in which the Company's EBITDA is less than 90% of the EBITDA Target for such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and year. (c) Each Bonus shall be paid at upon certification by the time and in Compensation Committee (which the form such bonus would have been paid had Employee’s employment continued; provided, however, in Compensation Committee will make within 30 days after the event certification by the Company's independent auditors of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement the financial statements for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year) that the performance targets entitling Executive to a Bonus with respect to such fiscal year have been met. If the Compensation Committee so certifies, the Bonus will be paid promptly but in no event later than April 30th ten days after such certification. (d) For purposes of such yearthis Agreement, the "Compensation Committee" shall mean a committee consisting of at least two (2) directors of the Company, each of whom is a "non-employee director" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").

Bonus. Should Company meet or exceed the its sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation CommitteeCommittee of the Board of Directors; provided however, the target however such potential bonus opportunity established for Employee in any given fiscal year will shall be set by the Compensation Committee at such that, if Company exceeds its objectives, Company will pay Employee an amount not less than fifty percent (50%) 125% of Employee’s earned annual base pay compensation; and provided further that for fiscal 2011 only, Employee’s potential bonus opportunity shall be reduced to 100% of Employee’s base compensation. Such bonus opportunity will be sufficiently large that if Employee achieves such fiscal yearbonus, she will be Company’s highest paid employee. Any bonus payable to Employee will be payable in cash, stock or stock options, options or combination thereof, all as determined by the Board of Directors or of any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such yearpayment. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), 4.1(d) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d4.1(e), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in within seventy-five (75) days after the end of each calendar year or thirty (30) days after the issuance of the auditor’s report, whichever is later, regardless of Employee’s employment status at the time payment is due. If timely payment is not made, Company shall indemnify Employee against any additional tax liability that contains Employee may incur proximately as a result of the April 30 immediately following such payment being made late. Notwithstanding anything to the contrary herein, in no event shall Employee actually receive a bonus in any fiscal yearyear of less than an amount, but no later than April 30th when paid, as would render her the most highly compensated executive at the Company by at least one dollar ($1.00) in terms of such yearcash compensation (base salary plus the cash component of her bonus). For avoidance of doubt, Employee shall be the highest paid executive within Company during each fiscal year of her employment, beginning with Fiscal Year 2005.

Bonus. Should The Employee has the following bonus plan in effect for the term of this agreement: In the event the Company meet achieves positive pre-tax earnings for the calendar 1997, calendar 1998 or exceed the sales, profits and other objectives established by the Compensation Committee for any calendar 1999 fiscal yearyears, Employee will be entitled to a one-time bonus payment of $250,000. In addition, in the event the Company achieves positive pre-tax earnings for the calendar 1997, calendar 1998 or calendar 1999 fiscal years, Employee will be entitled to a one-time stock option grant equal to two percent of the Company's common stock outstanding on the date of grant. Such options (a) will be issued in accordance with the Company's 1985 Stock Option Plan (the "Plan"), (b) will be granted with an exercise price equal to the Fair Market Value of the Company's Common Stock (as defined in the Plan) on the date of grant, and (c) will remain exercisable for a period of five years from the date of grant. Any bonus payment payable pursuant to this Section shall be made in a lump sum payment within two weeks of the finalization of the Company's year end audit. Any stock option to be granted will also be issued within said two week period. Notwithstanding the foregoing, Employee must be employed with the Company on December 31 of any given year in order to be eligible to receive a the above bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or cash and/or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event Employee is not so employed, the following provisions shall apply: (1) If Employee is terminated for cause by the Company, Employee shall receive no bonus for that year or any other year regardless of termination whether such bonus is otherwise payable. If Employee voluntarily terminates Employee's employment with the Company prior to December 31 of any given year (except as described under the circumstances in Section 7(c)), Employee shall receive no bonus for that year or any subsequent year; (2) If Employee is terminated by the Company without cause, prior to December 31 of any given year, or if Employee exercises Employee's rights under Section 7(c) prior to December 31 of any given year, or if this Agreement because is terminated prior to December 31 of Employee’s any given year upon the death or disability (of Employee as defined by provided in Section 4.1(b)7(a), termination by Company without Cause Employee shall receive only a prorata portion of any bonus earned pursuant to this Section 4.1(c), or 6 which prorata portion shall be based upon the percentage of 365 calendar year days for which Employee is employed during said calendar year. Any bonus due pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), subsection (12) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at or granted as provided in this Section 6. Any direct or indirect payments made by the time and in Company to or on behalf of the form such bonus would have been paid had Employee’s employment continued until Employee determined by the payment date, and (2) the bonus Company s accountants to be reportable for the fiscal year in which such termination occurs tax purposes shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein treated as compensation to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year.

Bonus. Should Company meet or exceed If Executive’s termination of employment occurs after the sales, profits and other objectives established by the Compensation Committee for end of any fiscal yearyear of the Company for which a Bonus would be payable to Executive pursuant to Section 5(b) above and Executive’s termination is not for Cause and Executive’s termination occurs prior to the date bonuses for senior executives are paid for the fiscal year (including, Employee without limitation, the Bonus), Executive (or his estate, as the case may be) shall be entitled to payment of any Bonus that is earned for such fiscal year without regard to whether Executive’s termination of employment precedes the Bonus payment date. If Executive’s termination of employment occurs prior to the end of any fiscal year of the Company for which a Bonus would be payable to Executive pursuant to Section 5(b) above and Executive’s termination is not for Cause or a voluntary termination by Executive (other than for Good Reason or a Termination Following a Change of Control), Executive (or his estate, as the case may be) shall be entitled to payment of a pro rated portion of the Bonus calculated as follows: Executive’s Average Bonus shall be multiplied by a fraction the numerator of which shall be the number of days in the fiscal year that elapsed prior to Executive’s termination of employment and the denominator of which shall be 365. The amount Executive is entitled to under either of the two preceding sentences shall be referred to in this Agreement as the “Accrued Bonus”. For purposes of this Agreement, the “Average Bonus” shall mean the average annual Bonus (not including any Bonus payable for the calendar year including the Effective Date), if any, for the three (3) most recently completed fiscal years. In addition, if Executive’s termination occurs before Executive has worked and been eligible to receive a bonus Bonus for three fiscal years, any references in this Section 8 to Executive’s Average Bonus will be interpreted to mean such lesser number of fiscal years during which Executive was employed before termination and eligible to receive a Bonus. If Executive’s employment is terminated during the first fiscal year in following the year including the Effective Date, then the Average Bonus shall be deemed to mean the an amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty equal to 100% percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearthen Base Salary.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, (i) Employee shall be eligible to receive a bonus for such fiscal year participate in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee pool described in any given fiscal year will be set by the Compensation Committee at not less than fifty percent Exhibit A attached to this Agreement. (50%ii) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c)3(b) that is otherwise payable, or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), shall be paid on the earlier of (1) any bonus for March 31 following the end of the fiscal year preceding the fiscal year in upon which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, was calculated and (2) the date that is two weeks after the completion of the Company’s audited financial statements for such fiscal year; provided that, in no event shall such bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within earlier than thirty (30) days prior to the March 31 date described herein. The payment of such termination (bonus is subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein the Employee’s continued employment with the Company at the time of payment of the bonus, unless (x) the Employee is employed by the Company as of the last date of the period during which the achievement of the bonus is measured and (y) prior to the contrary, no payment of such bonus shall be payable hereunder in either (I) the event that Employee’s employment terminates with the Company is terminated due to death or Disability (as defined in Section 4(a) below), by the Employee for Good Reason (as defined in Section 4(b)(iv) below), by the Company without Cause (as defined in Section 4(b)(iii) below), or due to the expiration of the Term; or (II) the Employee is still employed by the Company (but not subject to this Agreement) and the Employee has not breached any other reason obligations or duties owed to the Company. (iii) The Employee shall have the right to elect to receive up to 50% of his bonus (the “Stock Bonus Portion”) in fully vested shares of the Company’s common stock, subject to the reasonable approval of the Company to insure its ability to maintain its net operating loss carryforwards. The number of fully vested shares the Employee shall receive following such election shall be equal to the Stock Bonus Portion divided by the Fair Market Value (as defined below) of the Company’s common stock as of the date of such election, with fractional shares rounded up to the nearest whole share. The “Fair Market Value” of the Company’s common stock shall mean the average of the closing prices thereof on the primary securities exchange on which such shares may at the time be listed, or if there have been no sales on such exchange on any day, the average of the highest bid and lowest asked prices on such exchange at the end of trading on such day, or if on any day such shares are not so listed, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the OTC Markets, or any similar successor organization, in each such case averaged over a period of 10 consecutive business days ending on the business day prior to the date as of which the Fair Market Value is being determined. If at any time the shares are not listed on which any bonus is actually paid. Such bonussecurities exchange or quoted in the over-the-counter market, if any, the Fair Market Value thereof shall be payable after Company’s accountants have equal to the fair value thereof as of the date of valuation as determined by the sales and profits and have issued their audit report with respect thereto for the applicable fiscal yearBoard, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearBoard’s sole discretion.

Bonus. Should Company meet or exceed (a) In further consideration of the sales----- Executive's agreement to perform services hereunder, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible entitled to receive a cash bonus for such fiscal year (the "Profits Bonus") in the an amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty equal to ten percent (5010%) of Employee’s the Company's consolidated net after-tax operating profits (excluding any extraordinary and/or non-recurring items) in excess of $500,000 (the "Threshold") for each fiscal year during the Term (the "Profits"), provided the Company has earned annual base pay in such Fiscal Year a fifteen percent (15%) return on its equity on its Common Stock. (b) The Profits Bonus amount shall be calculated initially by the Chief Financial Officer of the Company based upon the Company's audited financial statements for the relevant Fiscal Year, provided that for the period from the commencement of this Agreement through the end of the 1997 Fiscal Year, the Threshold for the Profits shall be $250,000 and the calculation shall be based upon the Company's unaudited financial information for the last two quarters of such fiscal yearFiscal Year. Any bonus payable Promptly after the completion of the Profits Bonus calculation for each Fiscal Year, a report of the calculation shall be sent to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors. The Board of Directors or any duly authorized committee thereof, and unless (will then present the proposed Profits Bonus to the extent consistent with Section 409A of Executive. The Executive may object to the Code) a different payout schedule is applicable for all executive employees of Companycalculation, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days after receipt thereof, by requesting that the accounting firm then auditing the financial statements of the Company review the calculation. The results of such termination (subject to any delay in payout required under Section 4.2(b))accountants' review shall be final and binding on the Executive and the Company. Notwithstanding anything herein Any Profits Bonus shall be paid to the contraryExecutive within thirty (30) days after the Executive receives the Profits Bonus calculation, no bonus except that if he objects thereto, the payment shall be payable hereunder made as soon as practicable after the resolution of the objection. The Executive shall bear the cost of the accounting firm's review, except if upon such review of the Profits Bonus calculation the accounting firm determines that the amount of the Profits Bonus should be increased by ten percent (10%) or more from the amount calculated by the Company, in which case the Company shall bear the cost of the accounting firm's review. (c) In the event that Employee’s employment terminates the period of the Term for any other reason prior to which a Profits Bonus is being determined is less than the date on which any bonus is actually paid. Such bonusentire Fiscal Year being used for the calculation, the Profits Bonus, if any, and the Threshold for such period shall be payable after Company’s accountants have determined multiplied by a fraction, the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, numerator of which determination shall be binding on the parties. Any number of whole months during such bonus Fiscal Year that the Executive was an employee of the Company and the denominator of which shall be 12. (d) Notwithstanding any Profits Bonus which may be paid in to the calendar year that contains Executive pursuant to this Section 4.02, for each Fiscal Year during the April 30 immediately following Term the Compensation Committee may award the Executive a supplemental bonus based upon factors other than the Company's Profits for such fiscal yearFiscal Year, but no later than April 30th of as determined by such yearCommittee.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, however the target potential bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at such that, if the Company exceeds its objectives, the Company will pay Employee not less than fifty forty percent (5040%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of the Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such yearpayment. In the event of termination of this Agreement because of Employee’s 's death or disability (as defined by Section 4.1(b)), termination by the Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s 's right to terminate this Agreement for Good Reason under Section 4.1(d), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, hereunder and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no No bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason termination of employment by Executive prior to the date on which any bonus is actually paidlast day of a fiscal year. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in within seventy-five (75) days after the end of each calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th regardless of such yearEmployee's employment status at the time payment is due. If timely payment is not made, the Company shall indemnify the Employee against any additional tax liability that the Employee may incur proximately as a result of the payment being made after the seventy-five day period.

Bonus. Should Company meet or exceed Promptly following the salesEffective Date, profits and other objectives established by WRP shall establish an executive incentive plan, which shall provide bonuses to senior executive employees of the Compensation Committee for any fiscal year, Employers ("Executive Incentive Plan"). Employee shall be eligible to receive a an annual bonus for (the "Annual Bonus") under such fiscal year Executive Incentive Plan, in accordance with the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th terms of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continuedplan; provided, however, that for (i) the period beginning on the Employment Date and ending 12 months thereafter, Employee's minimum Annual Bonus shall be $270,000 (the "2007 Minimum Annual Bonus"), (ii) for the period beginning on the first anniversary of the Employment Date and ending 12 months thereafter, Employee's minimum Annual Bonus shall be $270,000 (the "2008 Minimum Annual Bonus") and (iii) for the period beginning on the second anniversary of the Employment Date and ending 12 months thereafter, Employee's minimum Annual Bonus shall be $270,000 (the "2009 Minimum Annual Bonus"; and each such 12-month period referred to in clauses (i) and (ii) and this clause (iii), an "Employment Year"). (In the event that the Executive Incentive Plan awards bonuses which are based on a calendar year or fiscal year that is not congruent with an Employment Year, any Minimum Annual Bonus shall be attributed to the Executive Incentive Plan award period on a pro rata basis.) The minimum Annual Bonuses referred to in each of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(dclause (i), (ii) and such termination is on the date of a Change in Control or during a period of twenty-four (24iii) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and above shall be paid within thirty (30) 30 days from the end of such termination (the period in which it was earned. All Annual Bonus payments shall be subject to any delay deduction and withholding required by applicable law. For purposes of clarity, each of the parties hereto acknowledges and agrees that the 2007 Minimum Annual Bonus, the 2008 Minimum Annual Bonus and the 2009 Minimum Annual Bonus are the minimum guaranteed Annual Bonus for such periods and that the Compensation Committee of the Board may, in payout required under Section 4.2(b))its discretion, pay a higher amount as an Annual Bonus. Notwithstanding anything herein Further, the Executive Incentive Plan, as such plan is adopted or amended from time to time by the contraryCompensation Committee of the Board, no may provide for a bonus shall be payable hereunder in excess of the event that Employee’s employment terminates for any other reason prior to 2007 Minimum Annual Bonus, the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined 2008 Minimum Annual Bonus and the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year2009 Minimum Annual Bonus.

Bonus. Should Company meet or exceed The Executive will be eligible for the salesfollowing incentive bonuses following the Merger: (i) The Executive will participate in an Annual Executive Bonus Plan, profits beginning with NEBS' fiscal year 2001, with a bonus target equal to 60% of base salary. Payments will be determined against financial and other personal objectives established by NEBS' Board of Directors and President at the Compensation Committee for any beginning of each fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount which objectives will include Company-specific objectives, as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all well as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continuedNEBS' overall corporate objectives; provided, however, that 50% of the Executive's bonus target for fiscal 2001 will be guaranteed, and all payments to the Executive under the Annual Executive Bonus Plan with respect to NEBS' fiscal years 2001 through 2003 will be paid in cash within 60 days following the event end of termination the applicable fiscal year. The financial objectives established for the Annual Executive Bonus Plan for fiscal year 2001 that will be applicable to the Executive are set forth in Attachment A hereto. (ii) The Company will establish a Special Incentive Plan which will be in effect for NEBS' fiscal years 2001 through 2003, and the Executive will participate in this plan with an annual bonus target equal to 120% of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement base salary. Payments will be determined against specific sales and earnings objectives for Good Reason under Section 4.1(d) and such termination is on the date Company, which objectives are set forth in Attachment B hereto; provided, however, that upon the occurrence of a Change in Control or during a period (as defined below), 50% of twenty-four the Executive's bonus target for the remaining fiscal years of the plan (24) months after a including the year in which the Change in ControlControl occurs) will be guaranteed; provided, Employee’s target bonus for further, however, that the foregoing guarantee will not apply with respect to any fiscal year in which such termination occurs shall the Executive's employment is terminated (A) by the Company for Cause (as hereinafter defined) or (B) by the Executive other than for Good Reason (as hereinafter defined), or for subsequent fiscal years. For purposes of this Agreement, "Change in Control" has the same meaning, and is subject to the same limitations, as set forth in Section 2 of the First Amendment to Amended and Restated Change in Control Severance Agreement dated as of May 26, 2000 by and between the Company and the Executive. Payments under the Special Incentive Plan will be prorated based on made within 60 days following the number end of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall will be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to form of restricted shares of NEBS common stock in lieu of cash, under NEBS' Stock Compensation Plan, and such shares will vest six months following the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for end of the applicable fiscal yearyear with respect to each respective award. Restricted share awards will be subject to the terms and conditions of restricted stock award agreements substantially in the form of Attachment C hereto. With respect to each award, which determination shall be binding if the aggregate fair market value of the awarded shares on the parties. Any such bonus shall be paid in vesting date is less than the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th fair market value of such yearshares on the date of grant, then the Company will pay such difference to the Executive in cash within 10 days of the applicable vesting date.

Bonus. Should Company meet or exceed the its sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation CommitteeCommittee of the Board of Directors; provided however, the target however such potential bonus opportunity established for Employee in any given fiscal year will shall be set by the Compensation Committee at such that, if Company exceeds its objectives, Company will pay Employee an amount not less than fifty percent (50%) 125% of Employee’s earned annual base pay for compensation. Such bonus opportunity will be sufficiently large that if Employee achieves such fiscal yearbonus, she will be Company’s highest paid employee. Any bonus payable to Employee will be payable in cash, stock or stock options, options or combination thereof, all as determined by the Board of Directors or of any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such yearpayment. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), 4.1(d) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d4.1(e), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in within seventy-five (75) days after the end of each calendar year or thirty (30) days after the issuance of the auditor’s report, whichever is later, regardless of Employee’s employment status at the time payment is due. If timely payment is not made, Company shall indemnify Employee against any additional tax liability that contains Employee may incur proximately as a result of the April 30 immediately following such payment being made late. Notwithstanding anything to the contrary herein, in no event shall Employee actually receive a bonus in any fiscal yearyear of less than an amount, but no later than April 30th when paid, as would render her the most highly compensated executive at the Company by at least one dollar ($1.00) in terms of such yearcash compensation (base salary plus the cash component of her bonus). For avoidance of doubt, Employee shall be the highest paid executive within Company during each fiscal year of her employment, beginning with Fiscal Year 2005. 2. Section 3(f) of the Agreement is hereby amended as follows:

Bonus. Should Company meet or exceed (i) In addition to the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year Base Salary described in the amount as determined by the Compensation Committee; provided howeverSection 3(a) above, the target bonus opportunity established for Employee in any given fiscal year will be set by Company shall pay to the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable Executive, in cash, stock or stock options, or combination thereof, all as determined by a Bonus (the Board “Bonus”) in respect of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability each Bonus Determination Period (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1hereinafter defined) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, howeverEmployment Period (subject, in the event of the termination of his employment, to the provisions of Section 4(d) hereof) in an amount equal to the excess of (A) six percent (6 %) of the Income Before Taxes of the Company (as hereinafter defined) over (B) $1,000,000, for each Bonus Determination Period (such $1,000,000 amount to be prorated with respect to any Bonus Determination Period of less than a full year based upon the number of days of employment hereunder during the Bonus Year (as hereinafter defined). (ii) For purposes of this Agreement, the term “Bonus Determination Period” shall mean (A) either (1) the fiscal year of the Company during the Employment Period, commencing on April 1, 2008 and ending on March 31, 2009 (the “Bonus Year”) (it being agreed that no Bonus shall be payable to the Executive in respect of the fiscal year beginning on April 1, 2007 and ending on March 31, 2008); or (2) any period of less than a full fiscal year during the Bonus Year which period shall commence on the first day of the Bonus Year and end on the last day of the calendar month immediately preceding the calendar month in which the date of termination of the Executive’s employment shall fall (the “Stub Period”), in respect to which period the Executive shall be entitled to receive a Bonus pursuant to the provisions of Section 4(d)(iv)(C) of this Agreement because following the termination of Employeethe Executive’s termination by Company employment without Cause pursuant to Section 4.1(ccause, and (B) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on provided that the date of a Change in Control termination of the Executive’s employment falls within the Bonus Year or during a within two calendar months thereafter, but not otherwise: the period of twenty-four (24) six months after a Change in Control, Employee’s target bonus for ending on the fiscal year last day of the calendar month immediately preceding the calendar month in which such the date of termination occurs of the Executive’s employment shall fall (the “Additional Stub Period”) in respect to which the Executive shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject entitled to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein receive an additional Bonus pursuant to the contrary, no bonus shall be payable hereunder in provisions of Section 4(d)(iv)(D) of this Agreement following the event that Employeetermination of the Executive’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearwithout cause.

Bonus. Should Company meet Executive may be awarded an annual bonus based on the attainment of certain goals to be agreed upon by Executive and Employer's Board of Directors on or exceed before March 1 of the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal applicable year. Any Such annual bonus payable is targeted to Employee will be payable in cash50% of Executive's Base Compensation (the "Target Bonus"), stock but may be increased (up to a maximum of 100% of Base Compensation) or stock options, or combination thereof, all as determined decreased by the Board of Directors or any duly authorized committee thereof, and unless (to in its discretion depending on the extent consistent with Section 409A of to which the Code) a different payout schedule is applicable for all executive employees of Companygoals are exceeded or not met. Notwithstanding the foregoing, any such bonus payment will be payable in a single, lump sum payment in the calendar year event that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability a Change in Control (as defined by Section 4.1(b))below) shall occur, termination by Company without Cause pursuant Executive shall be entitled to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any a minimum guaranteed bonus for each of the fiscal year preceding the fiscal year of Employer in which such termination Change in Control occurs (the "Current Year") and the immediately preceding fiscal year (the "Preceding Year") of 50% of Executive's Base Compensation for each such year (the "Minimum Bonus"). The Minimum Bonus for the Current Year and the Preceding Year shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number closing date of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and Change in the form such bonus would have been paid had Employee’s employment continuedControl transaction; provided, however, that, in the event case of termination the Minimum Bonus for the Preceding Year, if the closing of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period transaction occurs after the payment date of twenty-four (24) months after a Change in Control, Employee’s target Executive's bonus for the fiscal year in which such termination occurs shall be prorated based Preceding Year, then, on the number closing date of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and Change in Control transaction, Employer shall be paid within thirty (30) days of such termination (subject pay to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein Executive an amount equal to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonusexcess, if any, of the Minimum Bonus for the Preceding Year over the amount of bonus theretofore paid to Executive with respect to the Preceding Year; provided, however, that if such bonus paid with respect to the Preceding Year equals or exceeds the Minimum Bonus that would otherwise be due under this Section 3(b) with respect to such Preceding Year upon the closing of the Change in Control transaction, then no such Minimum Bonus for the Preceding Year shall be payable after Company’s accountants have determined paid. In addition to the sales and profits and have issued their audit report with respect thereto for the applicable fiscal yearforegoing, which determination Executive shall be binding entitled to receive (i) an Annual Retention Bonus of $330,000 on each June 30 of 2002, 2003 and 2004 if he is still in the employ of Employer on each such date, payment of such Annual Retention Bonuses to be accelerated and paid in full upon the closing date of any Change in Control transaction, and (ii) a Special Retention Bonus of $1,000,000 to be paid on the parties. Any closing date of any Change in Control transaction that occurs during, or within six (6) months after the expiration of, the term of this Agreement, provided such bonus Special Retention Bonus shall not be paid payable if Executive is employed as the Chief Executive Officer of the surviving company in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearChange in Control transaction.

Bonus. Should Company meet or exceed For each year during the sales, profits and other objectives established by the Compensation Committee for any fiscal yearTerm, Employee shall will be eligible to receive a bonus for such fiscal amount each year in the with a maximum amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent of Two Hundred and Seventy-Nine Thousand (50%$279,000) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continuedper annum; provided, however, that Employee must be an employee on the payroll of the Company on December 31st of the year of the Term in which the event bonus is to be paid in order to be eligible for the bonus and if Employee's employment is terminated during the year for any reason, no bonus compensation shall be due or payable to Employee with respect to such calendar year. Notwithstanding the immediately preceding sentence, if Employee is employed by the Company until January 31, 2008, Employee shall be entitled to any bonus that would be earned and payable to Employee as of termination December 31, 2007 (for the 2007 bonus year), regardless of this Agreement because the fact that such Employee may not be an employee of Employee’s termination by the Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Controlsuch bonus award would otherwise be paid for such bonus year. The bonus, Employee’s target bonus for the fiscal year in which such termination occurs as set forth herein, shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which payable to Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b))Parent's filing of its Form 10-K for the previous year with the Securities and Exchange Commission. Notwithstanding anything herein For purposes of the bonus, the Company's audited revenue, including expense reimbursements to the contraryCompany, no for the fiscal year upon which such bonus shall is based ("Revenue") will be payable hereunder reduced by the Company's Operating Expenses to determine the Company's Profitability for purposes of the bonus payment; provided, however, Operating Expenses will not include any corporate overheard charges or amortization of acquisition related intangible assets. Operating Expenses will consist of the same category of expenses included in the December 31, 2002 audited financial statements of the Company. If the following levels of the Company's Profitability are met, then the following bonus will be payable: If, and in the event that Employee’s employment terminates for any other reason prior that, the Company's Profitability should equal or exceed $8,000,000, then Employee shall be entitled to a bonus compensation of $79,000; Plus Employee shall be entitled to receive ten percent (10%) of each additional dollar of Company's Profitability, up to the date on Company's Profitability of $10,000,000, in which any event, Employee shall receive the maximum bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th compensation of such year$279,000.

Bonus. Should Company meet or exceed For fiscal year 2007, in addition to the salesBase Salary, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible to receive a earn an annual target cash bonus of up to 75% of the Base Salary based upon criteria agreed to by the CFO of the Company and the Executive as of the date hereof, which bonus shall be pro-rated for such fiscal year in 2007 based upon the percentage of fiscal year 2007 that the Executive shall have been employed by the Company following the Effective Date pursuant hereto, and the amount of such bonus as determined so pro-rated shall be payable by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (Company to the extent consistent with Section 409A Executive within a reasonable time following the end of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability Outside Payment Date (as defined by Section 4.1(bbelow). During the Term, in addition to the Base Salary, for each fiscal year (after fiscal year 2007) of the Company ending during the Term, the Executive shall be eligible to earn an annual target cash bonus of 25% (after meeting threshold performance criteria), termination by Company without Cause pursuant 50% (after meeting target performance criteria) and up to Section 4.1(c), or pursuant to Employee75% (after meeting maximum performance criteria) of the Executive’s right to terminate this Agreement for Good Reason under Section 4.1(d), Base Salary (1the “Target Bonus Amount”) any bonus for the payable during such fiscal year preceding based upon criteria to be reasonably established not later than the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within first thirty (30) days of such termination that fiscal year by the CEO in consultation with Executive (subject to any delay in payout required under Section 4.2(bthe “Annual Bonus”)). Notwithstanding anything herein to the contrary, no which bonus shall be payable hereunder in pursuant to the event that Employee’s employment terminates OIP. The Annual Bonus actually earned for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, fiscal year shall be payable determined by the CEO of the Company in good faith and paid to Executive within a reasonable time after the end of the fiscal year, but in no event later than thirty (30) days (the “Outside Payment Date”) following completion of the Company’s accountants have determined the sales and profits and have issued their financial statement audit report with respect thereto for the applicable fiscal year, which determination the Company shall be binding on endeavor in good faith to complete within three months of the partieslast day of the applicable fiscal year. Any such Notwithstanding the foregoing, if the Outside Payment Date is later than 120 days after the end of the fiscal year, the Company will pay the portion of Executive’s bonus that the CEO is able to determine that Executive is entitled to (if any) no later than the 120 days after the end of the fiscal year and the remaining portion, if any, of Executive’s Annual Bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearthe Outside Payment Date.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee The Executive shall be eligible to receive a the following bonus payments: (i) Executive shall be eligible for an annual bonus in an amount up to $150,000 (the "Bonus") payable on last day of each fiscal year during the Term of Employment, commencing with the fiscal year ending June 30, 1997 (the "1997 Fiscal Year"): provided, that if Executive's employment is terminated prior to the end of any fiscal year, the amount of any Bonus paid for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus pro rated for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks days Executive is employed 2 by the Company during the applicable such fiscal year during which Employee was employed hereunder, based on and the bonus amount that Employee would have earned based on actual performance Bonus for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) ten days of such termination (subject to any delay in payout required under Section 4.2(b))the effective date of termination. Notwithstanding anything herein to the contraryforegoing, no bonus Bonus shall be payable hereunder in paid for the event that Employee’s 1997 Fiscal Year if Executive's employment terminates for any other reason with the Company has been terminated by Executive prior to the date on which any Increase Date. (ii) Executive shall be eligible for an additional bonus is actually paid. Such bonus(the "Additional Bonus") for the 1997 Fiscal Year in an amount equal to the excess, if any, shall be payable after Company’s accountants have determined any of (i) $125,000 over (ii) the sales sum of the Base Salary Increase and profits and have issued their audit report with respect thereto Bonus paid to Executive for the applicable fiscal year, which determination shall be binding on the parties1997 Fiscal Year. Any such bonus The Additional Bonus shall be paid to Executive at the same time as the Bonus for the 1997 Fiscal Year is paid to Executive. Notwithstanding the foregoing, no Additional Bonus shall be paid for the 1997 Fiscal Year if Executive's employment with the Company has been terminated by Executive prior to the Increase Date. (iii) Executive shall be eligible for a performance bonus (the "EBITDA Bonus") in an amount of $200,000, payable within 90 days following the calendar year that contains end of the April 30 immediately following 1997 Fiscal Year (whether or not Executive is employed by the Company at such fiscal yeartime) if the Company's EBITDA for the 1997 Fiscal Year is equal to or greater than $24,500,000. Notwithstanding the foregoing, but no later than April 30th EBITDA Bonus shall be paid for the 1997 Fiscal Year if Executive's employment with the Company has been terminated by Executive prior to the 230th day of such yearthe 1997 Fiscal Year.

Bonus. Should (a) Upon commencement of employment, the Executive shall receive a one-time bonus of $500,000. This bonus will be paid with the first regular payroll date following the Effective Date. If the Executive’s employment terminates under Section 4.4 prior to the first anniversary of the Effective Date, the Executive shall be required to repay 100% ($500,000) of this bonus, and if such termination occurs on or after the first anniversary of the Effective Date but prior to the second anniversary of the Effective Date, the Executive shall be required to repay to the Company meet or exceed 50% ($250,000) of this bonus. (b) Pursuant to the salesCompany’s Annual Incentive Plan (the “AIP”), profits and other objectives established by with respect to each fiscal year of the Compensation Committee for any fiscal yearCompany that ends during the Employment Period, Employee the Executive shall be eligible to receive a from the Company an annual performance bonus for such fiscal year in (the amount as “Annual Bonus”) based upon the Company’s attainment of annual goals established by the Board or its Compensation Committee, which may include the Company’s comparable store sales, earnings before interest, taxes, depreciation and amortization (“EBITDA”) and/or cash generation goals. The Executive’s target Annual Bonus shall be one hundred percent (100%) of the Executive’s Base Salary if the Company meets targeted levels of performance to be determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by Board or the Compensation Committee at not for the applicable year. The Board or the Compensation Committee will also establish threshold and stretch performance levels which, if achieved, will entitle the Executive to an Annual Bonus equal to 50% and 150%, respectively, of Executive’s Base Salary. Notwithstanding the foregoing, the Annual Bonus for the Company’s fiscal year that includes the Effective Date (the “First Year Bonus”) shall be no less than fifty percent (50%) 100% of Employee’s earned annual base pay for the Base Salary actually paid to the Executive during such fiscal year. Any bonus payable to Employee will Annual Bonus earned shall be payable in cash, stock or stock options, or combination full as soon as reasonably practicable following the determination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable but in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no event later than April 30th 15 of such year. In the event of termination of this Agreement following year (unless administratively impracticable to do so because of Employeethe Company’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus results for the fiscal applicable year preceding had not yet been finalized) and in accordance with the fiscal year Company’s normal payroll practices and procedures. Except as otherwise expressly provided in the AIP and Section 4 hereof, any Annual Bonus (or portion thereof) payable under this Section 3.2 shall not be earned and payable unless the Executive is employed by the Company on the last day of the period to which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment dateAnnual Bonus relates, and (2) the bonus provided that no Annual Bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a any preceding period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in if the event that EmployeeExecutive’s employment terminates is terminated for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearCause.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible for an annual bonus for each fiscal year of the Company (“Bonus”), subject to receive the terms and conditions of this Section and Section 2(b). The payment and amount of any Bonus for a bonus given fiscal year shall be based on performance targets mutually agreed upon by the Parties in writing for such fiscal year in (the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year“Annual Performance Targets”). Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus The Annual Performance Targets for the fiscal year in which such termination the Effective Date occurs shall be established within forty-five (45) days after the Effective Date, and the Annual Performance Targets for each subsequent fiscal year shall be established within forty-five (45) days after the beginning of such fiscal year. If the Company’s performance meets, but does not exceed, the Annual Performance Targets for a given fiscal year, the amount of the Bonus for such fiscal year shall equal 90% of the annualized rate of the Base Salary in effect as of the end of such fiscal year. If the Company’s performance exceeds the Annualized Performance Targets for a given fiscal year, the amount of the Bonus for such fiscal year shall equal 90% of the annualized rate of the Base Salary in effect as of the end of such fiscal year, plus an additional 1% of such annualized rate for each 1% by which the Company’s performance exceeds the Annualized Performance Targets for such fiscal year. If the Company’s performance fails to meet the Annualized Performance Targets for a given fiscal year, the amount of the Bonus for such fiscal year shall equal 90% of the annualized rate of the Base Salary in effect as of the end of such fiscal year, less 2% of such annualized rate for each 1% by which the Company’s performance failed to meet the Annualized Performance Targets for such fiscal year, provided, however, that Employee shall not be eligible for any Bonus for a given fiscal year in which the Company’s performance was less than or equal to 70% of the Annualized Performance Targets for such fiscal year. Provided Employee has not been terminated under Section 8(a) (for ”cause” by the Company) prior to the payment thereof, Employee shall be eligible for (i) a Bonus for each fiscal year on the last day of which Employee is employed hereunder and (ii) if Employee’s employment hereunder is terminated other than on the last day of a fiscal year, a pro-rated Bonus for the fiscal year during which Employee’s employment hereunder is terminated, based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of during such termination (subject to any delay in payout required under Section 4.2(b))fiscal year. Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates Any Bonus earned for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable full or partial fiscal year, which determination shall be binding on the parties. Any such bonus year shall be paid in the calendar following fiscal year that contains within 30 days after the April 30 immediately following such fiscal yearCompany’s audited financial statements are issued, but in no event later than April June 30th of such yearfollowing fiscal year regardless of whether such audited financial statements are issued by such date.

Bonus. Should (a) Employee and Company meet or exceed agree that payment of a bonus to Employee during the salesfirst two years following the Merger shall be governed by this Section 3. Following the Merger, profits and other objectives established by Xxxxxx will operate the Compensation Committee for any fiscal year, acquired company as a separate region (the "Continental Region") of the Company. Employee shall be eligible paid an annual bonus equal to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent one and one-quarter per cent (501.25%) of Employee’s earned the annual base pay pre-tax earnings of the Continental Region of the Company (the "Region Earnings"). The Region Earnings shall be calculated (i) using accounting principles used by the Company for all of its homebuilding divisions, (ii) after appropriate charges for overhead, interest, and other charges incurred at the corporate level and allocated by the Company based upon usage by the Continental Region in a manner similar to the way such charges are allocated to the Company's other homebuilding divisions, but (iii) before provision for incentive bonuses. (b) Promptly after the end of the Company's first fiscal yearmonth following the first anniversary of the Merger, and at the end of the same month one year later, the Company shall prepare a calculation of the Region Earnings for the preceding twelve month period, and forward such calculation (and any supporting documentation that Employee may reasonably request) to the Employee for his review. Any Within ten days after receipt of this calculation the Employee shall notify the Company in writing of his agreement with the calculation, or of any disagreement. A notice of disagreement shall include the basis for disagreement with reasonable specificity. If the Employee and the Company cannot resolve any disagreement, the matter shall be finally resolved in the same manner as a dispute under Section 8(h) of the Agreement, except that (i) each party shall submit a figure and supporting documentation to the accounting firm (the "Umpire"), which shall select one of the figures submitted and no other figure, and (ii) the Umpire's fees and expenses shall be borne by the party whose figure is not selected. (c) In addition to the bonus payable under part (b) above, the Company shall pay a bonus (the "Stub Period Bonus") to Employee for the period (the "Stub Period") from the Effective Date to the date immediately prior to the twelve month period used to calculate his annual bonus. The Stub Period Bonus will be payable in cashcalculated on the basis used to calculate Employee's bonus for the year immediately preceding the Effective Date, stock or stock options, or combination thereof, all as determined by based upon the Board number of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment days in the calendar year that contains Stub Period. (d) The Company shall pay each annual bonus within fifteen days after Employee's agreement with the April 30th immediately following such fiscal yearcalculation of Region Earnings, but no later than April 30th of such year. or, if a disagreement, within fifteen days after resolution as provided in part (b). (e) In the event of termination of this Agreement because of Employee’s death that the Continental Region is amalgamated with operations that are new to the Company following a merger or disability (as defined by Section 4.1(b))internal reorganization, termination by Employee and Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus shall negotiate in good faith a replacement formula for the fiscal year preceding the fiscal year formula specified in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and part (2a) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearabove.

Bonus. Should During the Executive’s employment under this Agreement, the Executive shall receive incentive compensation as follows. The Company meet or exceed has determined that (i) the salesExecutive’s incentive compensation bonus amount for the performance period of January 1, profits and other objectives established by the Compensation Committee for any fiscal year2016 to September 30, Employee 2016 shall be eligible to receive a bonus for $100,000 (and the Executive shall be paid such fiscal year amount in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent payroll period promptly (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)45 days) following September 30, 2016), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employeeand (ii) the Executive’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any target discretionary incentive bonus for the fiscal year preceding performance period of October 1, 2016 to September 30, 2017 shall be $150,000 (and the fiscal year in which such termination occurs Executive shall be paid at the time and such amount in the form such bonus would have been paid had Employeepayroll period promptly (but no later than 30 days) following September 30, 2017), provided that so long as the Executive does not engage in fraud, gross negligence or intentional misconduct (collectively, “Gross Misconduct”), the Executive’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s discretionary target bonus for the fiscal year in which such termination occurs performance period of October 1, 2016 to September 30, 2017 shall be prorated based on no less than $100,000. Subject to the number foregoing and the provisions of full calendar weeks during Section 9 and Section 10 herein, the applicable fiscal year during which Employee was employed hereunder second incentive compensation target is not guaranteed and is contingent upon the Executive and the Company achieving established deliverables or other goals but, in any case, the minimum shall be paid within thirty (30) days as set forth above. Subject to the foregoing and the provisions of such termination (subject Section 9 and Section 10 herein, the second incentive compensation payment shall not be considered “earned” by the Executive until the Company has made payment to the Executive for any delay in payout required under Section 4.2(b))performance period. Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which extent permitted or required by governing law, the Company shall have discretion to adjust Executive’s compensation to account for, or to require the Executive to repay to the Company, the amount of any bonus is Incentive Compensation to the extent the Company determines in its reasonable opinion that such Incentive Compensation was not actually paidearned by the Executive due to the Executive having engaged in Gross Misconduct. Such bonusFor the avoidance of doubt, notwithstanding anything else stated herein, if anythe Executive elects to resign upon the expiration of the Term and is eligible to receive severance pursuant to Section 9(c) or Section 10(a), the Executive shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto not receive incentive compensation, in addition to severance, for the applicable fiscal yearperformance period of October 1, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year2016 to September 30, but no later than April 30th of such year2017.

Bonus. Should Company meet or exceed In addition to the salesBase Salary, profits and other objectives established the Executive shall participate in the Company’s current bonus plan for senior corporate officers (the “Bonus Plan”) beginning January 1, 2002, as approved by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal of the Board of Directors in each calendar year in during the amount as determined by the Compensation Committee; provided however, the term of this Agreement. The Executive’s target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than is fifty percent (50%) of Employeethe Base Salary (the “Target Bonus”) and is contingent on the Executive meeting certain performance criteria and the Company achieving certain year-end financial criteria, and up to one hundred percent (100%) of the Base Salary (the “Maximum Bonus”) if the Employee exceeds certain performance criteria and the Company exceeds certain year-end financial criteria all as determined in the reasonable discretion of the Board of Directors and its Compensation Committee. The Executive shall be entitled to such increases in the “Target Bonus” and the “Maximum Bonus” during the term hereof as shall be determined and approved by the Compensation Committee of the Board of Directors in its sole discretion, taking account of the performance of the Company and the Executive, and other factors generally considered relevant to the salaries of executives holding similar positions with enterprises comparable to the Company. The bonus shall be payable upon or within a reasonable period of time after the receipt of the Company’s earned annual base pay audited financial statements for such fiscal yearthe applicable calendar year in accordance with the Company’s normal practices. Any In the event that the Executive is employed for less than the full calendar year in the year that his employment under this Agreement terminates (“Termination Year”), the bonus payable to Employee will the Executive shall be payable in cash, stock or stock options, or combination thereofsubject to Sections 6 and 7 of this Agreement and calculated based on the Executive meeting certain performance criteria and the Company achieving certain year-end financial criteria, all as determined by the Compensation Committee of the Board of Directors or any duly authorized committee thereofDirectors, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such in its sole discretion. Such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on for the number portion of full calendar weeks during the applicable fiscal year Termination Year during which Employee the Executive was employed hereunder, based on by the bonus amount that Employee would have earned based on actual performance for Company. With respect to the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject Termination Year, any bonus payable pursuant to any delay in payout required under this Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus 3.2 shall be payable hereunder in to the event that Employee’s employment terminates for any other reason prior to Executive on the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be payment would otherwise have been paid in to the calendar year that contains Executive as if the April 30 immediately following such fiscal year, but no later than April 30th of such yearTermination Date (as defined herein) had not occurred.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee (i) The Executive shall be eligible to receive a earn an annual bonus of 160%, 80% and 40% for such fiscal year in high, target and threshold performance, respectively, of the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of EmployeeExecutive’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by salary (the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code“Bonus”) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control, as of which date the foregoing percentages may be modified prospectively by the Successor to percentages that are consistent with those provided to similarly situated officers of such successor (provided that the annual bonus opportunity for the year to date in which a Change in Control or during a period occurs will be based on the applicable percentage of twenty-four (24) months after a the portion of the Executive’s annual salary earned for the calendar year through the date of the Change in Control, Employee’s target and the annual bonus opportunity for the fiscal portion of the year following the Change in Control will be based on the applicable percentage of the portion of the Executive’s annual salary earned from the date of the Change in Control through the end of the year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay Change in payout required under Section 4.2(b))Control occurs. Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonusThe Bonus, if any, shall be payable after Company’s accountants have determined (A) promptly following the sales and profits and have issued their audit report with respect thereto availability to Aviv REIT of the required data to calculate the Bonus for the applicable fiscal yearyear for which the Bonus is earned (which data may in Aviv REIT’s discretion include audited financial statements), which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but and (B) by no later than April 30th March 15 of the year following the year for which the Bonus is earned. (ii) The Bonus metrics, the relative weighting of the bonus metrics and the specific threshold, target and high levels of each metric for 2014 have previously been established by the Compensation Committee of the Board of Directors of Aviv REIT (the “Compensation Committee”). The same performance metrics and the weighting, but not the specific required levels at threshold, target and high, will continue to apply for 2015 unless the Compensation Committee changes the metrics or the weighting by no later than the first ninety (90) days of the year in which such change is to occur; provided, however, that such metrics and weighting will cease to apply prospectively upon the occurrence of a Change in Control. If the Compensation Committee changes the metrics or the weighting with respect to a year or in connection with a Change in Control, it will communicate the new metrics and the weighting, and the required levels for threshold, target and high performance to the Executive promptly after it approves such changes (which approval must occur no later than the first ninety (90) days of the year in which the change is made or no later than the first ninety (90) days after the Change in Control). After any such change is made, the changed metrics and the weighting, but not the required levels for threshold, target and high performance, will continue to apply to 2016, unless the Compensation Committee takes further action to change the metrics or weighting in the same manner described above. Regardless of whether or not the Compensation Committee changes the metrics or the weighting for a year, it will establish the required levels for threshold, target and high performance for the year by no later than the first ninety (90) days of the year, and promptly thereafter communicate the same to the Executive. All required levels for threshold, target and high performance for any year that are based on objective criteria of the type contained in Aviv REIT’s budget will be based on Aviv REIT’s budget for the subject year that has been approved by the Board of Directors of Aviv REIT. (iii) The Executive will be eligible for a prorated Bonus, prorated in accordance with procedures established in Aviv REIT’s discretion, if the Executive terminates employment during a calendar year due to death. Otherwise, the Executive will be eligible for a Bonus for any calendar year only if the Executive remains employed by the Company on the date the Bonus is paid, unless otherwise provided by the terms of the applicable bonus plan or the Compensation Committee.

Bonus. Should Company meet or exceed The annual bonus (the sales, profits and other objectives “Annual Bonus”) shall be paid to the Executive from a bonus pool established by the Compensation Committee for any fiscal yearCompany (the “Bonus Pool”), Employee and the Executive shall be eligible entitled to receive a bonus for such fiscal year in one-half (1/2) of the amount as determined dedicated by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (Company to the extent consistent with Section 409A Bonus Pool. Payments of Annual Bonus amounts to the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs Executive shall be paid at the time and made in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid cash within thirty (30) days after the issuance by Lxxxxx’x auditor of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their its audit report with respect thereto for the applicable fiscal year. For purposes of the Annual Bonus for the fiscal year ending December 31, which determination 2004, the Bonus Pool will be calculated for the complete fiscal year commencing as of January 1, 2004; provided however, that the RXX (as defined below) shall be binding calculated on the partiesbasis of the stockholders’ equity of the Company as of the date of this Agreement. Any such bonus In the event this Agreement expires or terminates on a day other than the last day of a fiscal year, the Executive shall be paid in entitled to a pro rata share of the calendar amount that would otherwise have been payable to him had he been an employee during the entire fiscal year that contains based on the April 30 immediately following number of days he was employed during such fiscal year. The Company shall dedicate amounts to the Bonus Pool, but no later than April 30th which shall be calculated as follows: (a) First, the Company shall not dedicate any amounts to the Bonus Pool unless the actual net, after-tax income of the Company (“Net Income”) after giving effect to the dedication by the Company of an amount, if any, to the Bonus Pool for the fiscal year of the Company to which the Annual Bonus relates and the Stockholders’ Equity at the beginning of such yearfiscal year (“Equity”) (Net Income and Equity to be determined in accordance with generally accepted accounting principles as applied by Lxxxxx consistently with past practices (“GAAP”)) is sufficient to provide the Company with an aggregate return on equity (“RXX”) (calculated by dividing Net Income by Equity) of at least twenty percent (20%) (the “Minimum RXX”); and (b) Second, if the RXX is greater than the Minimum RXX, then the Company shall next dedicate to the Bonus Pool one hundred percent (100%) of the Net Income before all applicable taxes on income, as determined in accordance with GAAP (“PBT”) after giving effect to the dedication by the Company of an amount, if any, to the Bonus Pool for the fiscal year of the Company to which the Annual Bonus relates in excess of the PBT necessary to provide the Company with the Minimum RXX (the “Minimum PBT”) until such time as the amount dedicated by the Company to the Bonus Pool is equal to twenty percent (20%) of the aggregate PBT of the Company; and (c) Third, thereafter, if the RXX is greater than the Minimum RXX and the Minimum PBT is greater than the Minimum PBT multiplied by one hundred twenty percent (120%), then the Company shall dedicate twenty percent (20%) of the PBT in excess of the Minimum PBT to the Bonus Pool. (d) For illustration purposes only, Exhibit A sets forth certain examples of the calculation of the Annual Bonus under the assumptions set forth therein.

Bonus. Should Company meet (i) For Fiscal Year 2006, the Executive shall receive an annual cash bonus, payable to Executive on or exceed before April 30, 2007, in an amount determined in the salessole discretion of the Company’s Board of Directors, profits which amount shall be deemed earned if Executive is employed as of December 31, 2006. (ii) For Fiscal Year 2007 and other objectives established by for each subsequent Fiscal Year during the Compensation Committee for any fiscal yearTerm (as defined below), Employee the Executive shall be eligible to receive a an annual cash bonus for such fiscal year in (the amount as determined by the Compensation Committee; provided however“Annual Cash Bonus”), the target bonus opportunity established for Employee in any given fiscal year will which shall consist of two separate components and be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock Executive on or stock options, or combination thereof, all as determined by before the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A end of the Code) a different payout schedule is applicable for all executive employees fourth month following the end of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal yearrelevant Fiscal Year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employeethe Company has not received its audited financial statements for the relevant Fiscal Year by the date that is three and one-half months after the end of such relevant Fiscal Year, the Company shall make such payment within fifteen days but not later than the last day of the calendar year following such Fiscal Year) after the Company’s employment terminates receipt of audited financial statements for any other reason prior such Fiscal Year, so long as Executive is employed by the Company on the last day of such Fiscal Year, as follows: (A) if the Company’s EBITDA for a Fiscal Year is greater than or equal to the date on which any bonus EBITDA Target for such Fiscal Year, Executive shall receive an Annual Cash Bonus for such Fiscal Year equal to 100% of Executive’s Base Salary; and (B) if the Company’s EBITDA for a Fiscal Year is actually paid. Such bonusgreater than or equal to the EBITDA Target for such Fiscal Year, Executive shall receive an additional Annual Cash Bonus for such Fiscal Year equal to the product of the Available Cash Flow Excess multiplied by 25%. (iii) For Fiscal Year 2007 only, the Annual Cash Bonus, if any, payable to Executive pursuant to this Section 1.3(b)(ii)(A) and (B), shall be payable after Company’s accountants have determined increased on a pro rata basis to include the sales and profits and have issued their audit report with respect thereto for complete months in Fiscal Year 2006 following the applicable fiscal year, date the Acquisition is consummated minus any annual bonus amount paid to Executive pursuant to Section 1.3(b)(i) (which determination shall be binding deducted first out of any amount payable to Executive pursuant to Section 1.3(b)(ii)(A) and second out of any amount payable to Executive pursuant to Section 1.3(b)(ii)(B)). (iv) Notwithstanding anything in this Section 1.3(b) to the contrary and in lieu of any cash obligation, the Company shall pay all of Executive’s Annual Cash Bonuses in the form of Class C Units with a Fair Market Value (as defined in the LLC Agreement) equal to the Annual Cash Bonus owed at such time to the Executive, until the aggregate cost basis of (x) Class A Units issued to Executive under that certain Investment Agreement dated as of the date hereof, (y) any additional Class A Units purchased pursuant to Section 3.1 and (z) any Class C Units issued (excluding any Class C Units withheld pursuant to Section 1.3(c)) to Executive in respect of the Annual Cash Bonuses equals $1,250,000. For purposes of determining Fair Market Value under this Section 1.3(b)(iv), the Company shall provide Executive a draft analysis at least ten (10) business days before such determination and shall consider in good faith the Executive’s comments and questions prior to finalizing such determination. For the avoidance of doubt, the Class C Units shall be treated identical to Class A Units that Executive acquires on the parties. Any such bonus shall be paid date hereof pursuant to the terms of the Investment Agreement, other than for distributions upon a liquidation as set forth in Section 10.2 of the calendar year that contains LLC Agreement and the April 30 immediately following such fiscal yearrequirement for Executive to disgorge distributions if there are not sufficient profits to allocate to Executive, but no later than April 30th as set forth in Section 10.3 of such yearthe LLC Agreement.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee The Executive shall be eligible to receive a the following bonus payments: (i) Executive shall be eligible for an annual bonus in an amount up to $150,000 (the "Bonus") payable on last day of each fiscal year during the Term of Employment, commencing with the fiscal year ending June 30, 1997 (the "1997 Fiscal Year"): provided, that if Executive's employment is terminated prior to the end of any fiscal year, the amount of any Bonus paid for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus pro rated for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks days Executive is employed by the Company during the applicable such fiscal year during which Employee was employed hereunder, based on and the bonus amount that Employee would have earned based on actual performance Bonus for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) ten days of such termination (subject to any delay in payout required under Section 4.2(b))the effective date of termination. Notwithstanding anything herein to the contraryforegoing, no bonus Bonus shall be payable hereunder in paid for the event that Employee’s 1997 Fiscal Year if Executive's employment terminates for any other reason with the Company has been terminated by Executive prior to the date on which any Increase Date. (ii) Executive shall be eligible for an additional bonus is actually paid. Such bonus(the "Additional Bonus") for the 1997 Fiscal Year in an amount equal to the excess, if any, shall be payable after Company’s accountants have determined any of (i) $125,000 over (ii) the sales sum of the Base Salary Increase and profits and have issued their audit report with respect thereto Bonus paid to Executive for the applicable fiscal year, which determination shall be binding on the parties1997 Fiscal Year. Any such bonus The Additional Bonus shall be paid to Executive at the same time as the Bonus for the 1997 Fiscal Year is paid to Executive. Notwithstanding the foregoing, no Additional Bonus shall be paid for the 1997 Fiscal Year if Executive's employment with the Company has been terminated by Executive prior to the Increase Date. (iii) Executive shall be eligible for a performance bonus (the "EBITDA Bonus") in an amount of $200,000, payable within 90 days following the calendar year that contains end of the April 30 immediately following 1997 Fiscal Year (whether or not Executive is employed by the Company at such fiscal yeartime) if the Company's EBITDA for the 1997 Fiscal Year is equal to or greater than $24,500,000. Notwithstanding the foregoing, but no later than April 30th EBITDA Bonus shall be paid for the 1997 Fiscal Year if Executive's employment with the Company has been terminated by Executive prior to the 230th day of such yearthe 1997 Fiscal Year.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, however the target potential bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at such that, if the Company exceeds its objectives, the Company will pay Employee not less than fifty One Hundred percent (50100%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of the Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, year but no later than April 30th of such following year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by the Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, hereunder and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of . No bonus shall be payable hereunder for any other termination of this Agreement because employment by Executive prior to the last day of a fiscal year. Notwithstanding anything herein to the contrary, Employee shall be entitled to receive a bonus for the 2013 fiscal year in such amount as determined by the Compensation Committee but not less than Fifty percent (50%) of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement annual base pay for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twentyfiscal year, pro-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated rated based on the number of full calendar weeks during the applicable fiscal year during for which Employee was is employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to with the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paidCompany. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains following the April 30 immediately following such applicable fiscal year, year but no later than April 30th of such yearfollowing year , regardless of Employee’s employment status at the time payment is due. If timely payment is not made, the Company shall indemnify the Employee against any additional tax liability that the Employee may incur as a result of the payment being made after the April 30th.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent Beginning with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains starting January 1, 2010, Executive will participate in the April 30th immediately following Company’s Management Incentive Compensation Plan (the “MICP”) adopted by the Company from time to time or in such fiscal year, but no later than April 30th of such year. In other bonus plan as the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus Board may approve for the fiscal year preceding senior executive officers of the fiscal year Company. Except as otherwise provided in which this Agreement, Executive’s participation in and benefits under any such termination occurs shall plan will be paid at on the time terms and subject to the conditions specified in the form such bonus would have been paid had Employeegoverning document of the particular plan.” 2. Section (e) of Exhibit D to the Agreement is deleted in its entirety and replaced with the following Section (e): (e) if the sale of Executive’s employment continued until current home occurs after the payment datepurchase of Executive’s new home in the Capital Region, and (2) the bonus Company will reimburse the mortgage payments for Executive’s current home during the fiscal year in which such termination occurs shall be pro-rated based period starting on the number of full calendar weeks during the applicable fiscal year during date on which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance it is first offered for the fiscal year had Employee’s employment not terminated, sale and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is ending on the date of a Change in Control or during a period closing of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which sale; provided that such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but reimbursement will end no later than April 30th December 31, 2010 and provided further that Executive will use good faith efforts to effect the sale as soon as practicable. In addition, the Company shall pay to the Executive a gross up for any applicable tax withholding or payroll deductions associated with such reimbursement.” 3. Except as modified hereby, all of such yearthe terms and conditions of the Agreement remain in full force and effect and are hereby reaffirmed, ratified and approved. This Amendment, together with the Agreement, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Amendment shall affect, or be used to interpret, change or restrict, the express terms and conditions of this Amendment. Hereafter references to the Agreement in any document or other agreement shall be deemed to constitute references to the Agreement as amended by this Amendment. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Amendment may be made and evidenced by facsimile transmission.

Bonus. Should During the Term of the Executive’s employment hereunder, the Executive shall participate, in a manner consistent with the Executive’s title, position and responsibilities, in all management incentive plans made generally available to executives of the Company meet or exceed in comparable positions (together, the sales“Bonus Plans”) at a targeted bonus level, profits expressed as a percentage of the Base Salary, of (i) 65% for 2004 and other objectives (ii) 100% for fiscal years thereafter so long as approved by the Board (the “Target”). The Executive agrees that the actual award of any cash bonus pursuant to a Bonus Plan may, pursuant to the terms of such plan, be subject to the achievement of certain financial goals by the Company and/or certain personal performance goals established for the Executive with respect to any period for which a cash bonus may be paid pursuant to a Bonus Plan (in each case such goals having been established by the Compensation Committee Board or a committee thereof no later than the last day of the first month of the fiscal year) and shall be paid to the Executive after the fiscal year end following determination by the Board or a committee thereof of the Company’s achievement of any applicable financial goals or of any personal performance goals established for the Executive (but in any event not later than 120 days after the end of such fiscal year). If the Executive’s employment terminates for any reason other than a termination by the Executive without Good Reason before the end of the second quarter of a fiscal year or a termination by the Company for Cause before the end of a fiscal year, Employee the Company shall be eligible pay to receive the Executive at the time provided in the preceding sentence a lump sum amount, in cash, equal to the difference between (1) a pro rata portion to the Date of Termi- nation of any annual bonus award to the Executive for the uncompleted fiscal year, calculated by multiplying the applicable bonus, if any, that the Executive would have earned for that fiscal year based on the Company’s achievement of any applicable financial goals or of any personal performance goals established for the Executive by a fraction the numerator of which is the number of days the Executive was employed during such fiscal year in and the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) denominator of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule which is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date365, and (2) the amount of any annual bonus award the Company has already paid to the Executive for the uncompleted fiscal year. If the Executive terminates his employment without Good Reason before the end of the second quarter of a fiscal year in which such termination occurs shall be pro-rated based on or the number of full calendar weeks during Company terminates the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had EmployeeExecutive’s employment not terminated, and shall be paid at for Cause before the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date end of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall the Executive will not be binding on the parties. Any such entitled to receive any bonus shall be paid in the calendar year for that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year.

Bonus. Should Company meet (a) You will receive an annual bonus ("Annual Bonus") under AMD's 1996 Executive Incentive Plan or exceed any other successor plan in an amount equal to four-tenths of one percent (0.4%) of Adjusted Operating Profits of AMD in excess of twenty percent (20%) of the salesAdjusted Operating Profits of AMD for AMD's immediately preceding fiscal year. The Annual Bonus shall be paid immediately upon release by AMD of its operational results for the last quarter of each fiscal year unless you and AMD shall have previously agreed to a deferred payment. The amount payable under this Section 4 shall not be subject to the further discretion of AMD's Compensation Committee and shall not be reduced except as specifically provided in Section 4(b) or as otherwise agreed to by you. For purposes of this Agreement, profits "Adjusted Operating Profits" of AMD shall be deemed to constitute operating income, as reported on AMD's financial statements, increased for any pre-tax operating income and decreased for any pre-tax operating loss from the Fujitsu joint venture (and any other joint ventures approved by you and the Board for these purposes) and increased by any expenses accrued for cash profit sharing and contributions to the deferred profit sharing account under AMD's Retirement Savings and Deferred Profit Sharing Plan, bonuses under AMD's 1996 Executive Incentive Plan, special bonuses to the Chairman of the Board and other objectives established by participating corporate officers of AMD, and bonuses provided for in this Section 4. (b) The maximum bonus initially payable to you under Section 4(a) above in each fiscal year shall not be greater than $5,000,000. The amount of the Compensation Committee for bonus which exceeds the maximum bonus payable in any one fiscal year, Employee if any (the "Excess Bonus") shall be carried over (on a "first-in, first-out" basis) and added to the Annual Bonus (if any) determined for any of the next three (3) fiscal years, whether or not any one or more of such fiscal years ends before or after the end of the Employment Period; provided the Excess Bonus, or portion thereof, does not cause the Annual Bonus payable in any fiscal year to exceed $5,000,000 or any higher maximum bonus payable in that year. (c) In addition to the bonus payable in each fiscal year under Section 4(a), you shall be eligible to receive a an additional bonus for such fiscal year (the "Additional Bonus") in an amount determined by AMD's Compensation Committee in its discretion. In determining the amount as determined by the Compensation Committee; provided howeverof such additional bonus, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent shall consider, among other things, your contribution to the accomplishment of AMD's long-range business goals, the success of various corporate strategies in which you participated in reaching those goals, and your unique services in connection with the maintenance or increase in stockholder value of AMD. (50%d) If there shall be a combination of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock AMD with another company or stock optionsa reorganization or capital restructuring of AMD, or combination thereof, all as determined by any other occurrence similar to any of the Board of Directors or any duly authorized committee thereofforegoing, and unless (as a result thereof the amount or value of the bonuses payable pursuant to the extent consistent with bonus formula set forth in Section 409A of the Code4(a) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c)would be, or pursuant could reasonably be expected to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d)be, (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid significantly affected thereby, appropriate adjustment will, at the time request of either party, be negotiated to establish a substitute formula to yield an equitable and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearcomparable result.

Bonus. Should Company meet No later than the end of the one year term of this Agreement (and irrespective of whether the Agreement is or exceed the salesis not renewed for an additional one year term), profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible to receive paid a bonus for such fiscal year in an amount not to exceed one hundred percent (100%) of Executive’s Base Compensation then in effect based on the Executive’s achievement of appropriate performance criteria. The determination of the total bonus amount as determined by the Compensation Committee; provided howevershall be split into two sets of performance criteria. First, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any the bonus payable to Employee amount will be payable based on the achievement by Executive of the criteria set forth in cashSection 5.4 below for stock option milestones. The Executive shall be entitled to receive this portion of the bonus amount once such option milestones are achieved. Executive shall be paid the bonus without further action on the part of Executive or the Company. The remaining balance of the bonus will be based on performance criteria, stock or stock options, or combination thereof, all as which will be determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, Chief Executive Officer and shall be negotiated with Executive within one month of the execution of this Agreement. Executive will be paid at the second half of the bonus after the Company’s Chief Executive Officer makes a good faith determination that Executive has met the agreed upon performance criteria. Such evaluation shall be conducted any time and in after the form such bonus would performance criteria have been paid had Employee’s employment continued; provided, however, in met but not later than the event end of termination the one year term of this Agreement because of EmployeeAgreement. Executive shall be given the opportunity to meet with the Board and Chief Executive Officer to discuss the evaluation and provide input. If Executive believes that the Board and Chief Executive Officer did not evaluate Executive’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s performance in good faith, Executive shall have the right to terminate this Agreement submit the matter for Good Reason arbitration under Section 4.1(d) and such termination is on 13.3 below. Payment of the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales subject to all appropriate federal and profits state income and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the partiesemployment taxes. Any such bonus due shall be paid to Executive in a lump sum within 30 days of the calendar year that contains the April 30 immediately following such fiscal yeardate performance criteria are met, but no not later than April 30th 30 days of such year.the one year term of this Agreement. Notwithstanding the foregoing, the bonus for Milestone A defined below (the “Money Raise” milestone) will be prorated and paid on March 31, 2008, based on the amount raised divided by $8 Million. If additional monies are raised, the bonus will be prorated and paid within 30 days of the raise, up to 100% of the milestone, less any amounts previously paid

Bonus. Should In addition to the amounts to be paid to the Executive pursuant to Section 3.1, if the Company meet achieves 100% or exceed more of the salesCompany’s target objectives for a fiscal year of the Company (130% for fiscal years beginning after 2008), profits such target objectives which are recommended by the Executive and other objectives established approved by the Compensation Committee for any fiscal of the Board (the “Compensation Committee”) not later than March 31 of such year, Employee the Executive shall be eligible receive an annual bonus (an “Annual Bonus”) equal to receive a bonus for the product of (i) the Executive’s Base Salary at the rate in effect at the beginning of such fiscal year and (ii) 100% (130% for fiscal years beginning after 2008). Should the Company achieve objectives in the amount as determined a fiscal year which are recommended by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set Executive and approved by the Compensation Committee at not less later than fifty percent March 31 to be significantly beyond expectations for the Company’s performance for such year, the 100% multiplier (50%130% for fiscal years beginning after 2008) set forth in clause (ii) of Employee’s earned annual base pay the preceding sentence shall be increased up to a maximum of two (2) times the foregoing multiplier. Upon recommendation by the Executive and approval by the Compensation Committee not later than March 31 of the year to which it relates, a formula will be established to provide for such fiscal yearrecognition of threshold objectives below the target and for pro rata awards between the threshold award opportunity and the maximum award opportunity. Any bonus payable to Employee will Annual Bonus earned hereunder shall be payable in cash, stock or stock options, or combination thereof, all as determined by not later than two and one-half months following the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A end of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable fiscal year to which it relates. Except in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of a termination of this Agreement because of Employeethe Executive’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause employment pursuant to Section 4.1(c)4.4, or pursuant to Employeein the event that the Executive’s right to employment shall terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for other than on a date which is the last day of a fiscal year preceding of the Company, the Executive’s Annual Bonus with respect to the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs terminates shall be prorated based on at target for the actual number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that EmployeeExecutive’s employment terminates for any other reason prior to by the date on which any bonus is actually paid. Such bonusCompany during such fiscal year, and such Annual Bonus, if any, shall be payable after Company’s accountants have determined on the sales and profits and have issued their audit report with respect thereto for date that executive bonuses are paid generally, whether or not the applicable fiscal yearExecutive remains employed on such date, which determination provided, however, that payment shall be binding on made not later than two and one-half months following the partiesend of the fiscal year to which it relates. Any such bonus The Executive shall be paid entitled to no Annual Bonus in respect of the calendar fiscal year that contains of the April 30 immediately following Company in which his Employment terminates if such fiscal year, but no later than April 30th of such yeartermination is pursuant to Section 4.4.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, The Employee shall be eligible to receive a bonus for such fiscal year participate in the amount as determined by Company’s incentive plan applicable to senior executives at a level such that he will have the Compensation Committee; provided howeverpotential to earn a cash bonus, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty target, of forty percent (5040%) of Employee’s earned her annual base pay for salary during such fiscal year. Any The amount of such cash bonus payable to Employee will shall be payable in cash, stock or stock options, or combination thereof, all as determined by the Board in its sole discretion, based upon the achievement of Directors the Employee and/or the Company of management objectives to be reasonably established by the Board and the CEO in consultation with the Employee. These management objectives shall consist of both financial and scientific goals and shall be specified in writing by the Board, and a copy shall be given to the Employee prior to the commencement of the applicable year. The Employee acknowledges there is no assurance that the terms of the incentive plan will remain unchanged or will in any future year provide the same benefits as it has in past years (or any duly authorized committee thereofbenefits or payments at all) and that the Company may, and unless (at its discretion, revise the terms of the incentive plan in advance for any upcoming fiscal year as it applies to the extent consistent with Section 409A Employee, provided always that the Employee will be entitled to participate in any incentive plan made available to senior executives of the Code) Company. Employee generally must continue to be employed through the date the bonus is paid in order to earn a different payout schedule is applicable bonus for all executive employees of Companyany particular year, unless the Board determines, in its sole discretion, that the Employee has earned a bonus prior to such time. In such event, any such bonus payment will be payable in a single, lump sum payment in paid to the calendar year that contains the April 30th immediately following such fiscal year, but Employee no later than April 30th the later of: (i) the fifteenth (15th) day of such year. In the event third (3rd) month following the close of termination of this Agreement because of Employeethe Company’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at bonus payment is earned or (ii) March 15 following the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal calendar year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount payment is earned; provided that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event the Board, in its sole discretion, determines to make a bonus payment upon an event described in Section 5.2 or Section 5.3 below, such amount will be paid as soon as determinable and in no event later than March 15 of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for year following the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty Employee’s “Separation from Service” (30) days of such termination (subject as defined under U.S. Treasury Regulation Section 1.409A-1(h), without regard to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearalternative definition thereunder) occurs.

Bonus. Should Company meet (A) In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year beginning or exceed ending during the salesEmployment Period, profits and other objectives established by an annual bonus (the Compensation Committee "Annual Bonus") in cash at least equal to the highest annualized (for any fiscal year, Employee shall be eligible year consisting of less than twelve full months or with respect to receive which the Executive has been employed by the Company for less than twelve full months) bonus paid or payable (including any amount subject to a bonus for such deferral election) to the Executive by the Company and its affiliated companies in respect of the three fiscal years immediately preceding the fiscal year in which the amount as determined by Change of Control Date occurs (the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will "Recent Annual Bonus"). Each such Annual Bonus shall be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but paid no later than April 30th the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such year. Annual Bonus. (B) In addition to Annual Base Salary and the event of termination of this Agreement because of Employee’s death Annual Bonus, the Executive shall be paid, for each fiscal year beginning or disability ending during the Employment Period, a long-term bonus (as defined the "Long-Term Bonus") in cash at least equal to the average long-term incentive bonus (the "Recent Long-Term Bonus") paid or payable to the Executive by Section 4.1(b)), termination by the Company without Cause and its affiliated companies under the Company's Long-Term Incentive Compensation Plan (or any predecessor or successor plan thereto including pursuant to Section 4.1(c)performance unit awards granted under the Xxxxxx Thiokol, or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), Inc. 1985 Stock Option and Performance Unit Plan) (1the "LTIP") any bonus for in respect of the last three completed performance cycles ending with the performance cycle ending in the fiscal year preceding the fiscal year in which the Change of Control Date occurs (or, if less, in respect of the number of completed performance cycles for which the Executive has received a long-term bonus). If the Executive was not a participant in the LTIP in one of such termination occurs cycles, but is, at the Change of Control Date, a participant in the LTIP, the Recent Long-Term Bonus shall be paid at equal to the time and amount payable to such Executive under the LTIP upon a Change of Control (as defined in the form LTIP), divided by the number of performance cycles in which the Executive was participating at such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for time. For the fiscal year in which the Change of Control Date occurs and for the next two fiscal years, any such termination occurs payment may be reduced (but not below zero) by the amount actually paid upon the Change of Control (as defined in the LTIP) to the Executive under the terms of the LTIP with respect to the performance cycle that otherwise would have ended in such fiscal year. Each such Long-Term Bonus shall be propaid pursuant to a plan which has three-rated based on year performance cycles and is otherwise substantially similar to the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, LTIP and shall be paid at no later than the time and in end of the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event third month of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on next following the number of full calendar weeks during the applicable fiscal year during for which Employee was employed hereunder and the Long-Term Bonus is awarded, unless the Executive shall be paid within thirty (30) days elect to defer the receipt of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearLong-Term Bonus.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, however the target potential bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at such that, if Company exceeds its objectives, Company will pay Employee not less than fifty forty percent (5040%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, year but no later than April 30th of such following year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, hereunder and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Notwithstanding anything herein to the contrary, Employee shall be entitled to receive a bonus for the 2014 fiscal year in such amount as determined by the Compensation Committee but not less than forty percent (40%) of Employee’s bonus eligible earnings for such fiscal year. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains following the April 30 immediately following such applicable fiscal year, year but no later than April 30th of such following year.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, however the target potential bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at such that, if the Company exceeds its objectives, the Company will pay Employee not less than fifty thirty five percent (5035%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of the Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such yearpayment. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by the Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, hereunder and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no No bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason termination of employment by Executive prior to the date on which any bonus is actually paidlast day of a fiscal year. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in within seventy-five (75) days after the end of each calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th regardless of such yearEmployee’s employment status at the time payment is due. If timely payment is not made, the Company shall indemnify the Employee against any additional tax liability that the Employee may incur proximately as a result of the payment being made after the seventy-five day period.

Bonus. Should Company meet or exceed the sales, profits and other objectives (a) Executive will be eligible for a cash bonus for calendar year 2000 to be paid if he achieves performance milestones established by the Compensation Committee Board of Directors, except that Company will pay Executive a bonus of not less than One Hundred and Twenty-five Thousand Dollars ($125,000) for any calendar year 2000 regardless of whether he achieves the performance milestones (the "Guaranteed Bonus"). The Company will pay Executive as an advance of a portion of the Guaranteed Bonus the sum of Fifty Thousand Dollars ($50,000) (the "Guaranteed Bonus Advance"), such payment to be made no later than ten (10) days after the effective date hereof. If Executive's employment by Company terminates pursuant to Section 7.3 or 7.5 hereof on or before December 31, 2000, Executive will pay back to Company the Guaranteed Bonus Advance, such payment to be made no later than ten (10) days after Executive's employment terminates. (b) Executive will be eligible for a bonus for calendar year 2001 to be paid if the Company achieves performance milestones established by the Board of Directors. The amount of the bonus will not be less than Executive's Base Salary for full achievement of the performance milestones and in no event will exceed twice Executive's Base Salary in the event of achievement beyond the performance milestones. If Executive is entitled to a bonus pursuant to this Section 5.11(b), such bonus will be paid 50% in cash and 50% in stock options. For this purpose, the dollar value of such stock options will be deemed to be the amount that results from multiplying the number of shares to be granted under the stock options times their fair market value at the time of grant. (c) Bonus shall be paid as soon as practicable after Company's Board of Directors evaluates Executive's and Company's achievement, which evaluation shall occur no later than the end of the first quarter following fiscal yearyear end. (d) During the Extended Term, Employee if any, after the Initial Term, Executive shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee participate in any given fiscal year will be set by the Compensation Committee at not less than fifty percent bonus plan Company maintains for its senior executives. (50%e) of Employee’s earned annual base pay for such fiscal year. Any No bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable to Executive with respect to a fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continuedthis Agreement terminates pursuant to Section 7 hereof; provided, however, in the event of termination of if Executive remains employed pursuant to this Agreement because for at least six (6) months of Employee’s termination by Company without Cause such fiscal year and this Agreement terminates pursuant to Section 4.1(c) 7.2 or Section 7.4 he will be entitled to a pro-rata share of the bonus provided pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b5.11(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year.

Bonus. Should (A) The Company meet or exceed shall pay the salesExecutive a Bonus in cash for each Fiscal Year during the Employment Period, profits and other objectives established based upon levels of performance determined by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus of the Board for such fiscal year Fiscal Year and in accordance with the amount as determined by Company’s bonus program for senior executives with employment contracts. For the Compensation Committee; provided however2008 Fiscal Year, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereofhas determined, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a singlemeeting on January 29, lump sum payment in the calendar year 2008, that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall performance will be paid at the time measured by Earnings Per Share and in the form such bonus would have been paid had Employee’s employment continued until the payment date, Operating Income and (2) for each Component that reaches the “Threshold” level for such Fiscal Year, the Executive shall receive a bonus equal to 37.5% of the Base Salary for such Fiscal Year; for each Component that reaches the fiscal year in which “Target” level, 75% of such termination occurs Base Salary; and for each Component that reaches the “Max” level, 150% of such Base Salary. For each subsequent Fiscal Year during the Employment Period, the Compensation Committee of the Board shall establish the Components and the percentages of the Base Salary applicable to each performance level. If a Component fails to reach the “Threshold” level for a Fiscal Year, there shall be pro-rated based on no Bonus attributable to such Component for such Fiscal Year. If a Component falls between two performance levels, the number percentage of full calendar weeks Base Salary constituting the Bonus attributable to such Component shall be in proportion to the relationship between the Component and the two levels. In no event shall the aggregate Bonus for any Fiscal Year exceed 300% of the Base Salary for such Fiscal Year. Except as otherwise provided in subsection (B) below, the Company shall pay the Bonus to the Executive as soon as reasonably practicable, but in no event later than 30 days following the Company’s receipt of its audited financial statements for such Fiscal Year. (B) If the Employment Period shall terminate during a Fiscal Year, then each Component shall be deemed to have reached the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance “Target” level for the fiscal year had Employee’s employment not terminatedsuch Fiscal Year, and the Company shall be paid at pay the time and in the form pro rata Bonus for such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein partial Fiscal Year to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but Executive no later than April 30th 10 days after the termination of such yearthe Employment Period.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee The Executive shall be eligible entitled to receive a guaranteed minimum annual bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at of not less than fifty percent 100% of Base Salary (50%which, notwithstanding anything to the contrary, may exceed 100% of Base Salary at the discretion of the Board (unless a majority of the Class B Directors disapprove in good faith) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined based upon reasonable metrics supported by the Board Company’s outside compensation consultant, which consultant shall be approved by the Conflicts Committee (such approval not to be unreasonably withheld)) ) (the “Guaranteed Bonus”), for each of Directors or any duly authorized committee thereofcalendar year 2016 and calendar year 2017, and unless (to the extent consistent with Section 409A payable within 30 days of December 31 of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in that the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant Guaranteed Bonus with respect to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal calendar year in which such termination occurs 2016 shall be prorated reduced by the aggregate amount of cash bonuses received by the Executive in calendar year 2016 prior to the Effective Date. Each such Guaranteed Bonus shall be payable in a proportion of cash and common stock of the Company determined as follows: (i) 25% (or such greater portion as the Board and the Conflicts Committee of the Board (the “Conflicts Committee”) may approve based upon performance metrics proposed by the Board and approved by the Conflicts Committee) of the Guaranteed Bonus shall be payable in cash; provided, however, with respect to calendar year 2016 only, such cash portion shall be reduced (not below zero) by the aggregate amount of cash bonuses received by the Executive in calendar year 2016 prior to the Effective Date, and (ii) the remainder in fully vested shares of common equity of the Company, based on the number volume weighted average price for the 10-day period preceding the end of full calendar weeks during the applicable fiscal calendar year during which Employee was employed hereunder (or if the Company is not a public company (as defined below), based on the fair market value as of the end of the applicable calendar year as determined by an independent appraiser selected by the Board). For example purposes only, if the Executive receives $50,000 in cash bonuses in calendar year 2016 prior to the Effective Date and the Guaranteed Bonus with respect to the full 2016 calendar year is $375,000, the balance of the Guaranteed Bonus shall be equal to $325,000 and shall be paid within thirty (30) days payable in $43,750 cash and the remaining in equity, unless metrics are achieved entitling a cash payment in lieu of such termination (subject to any delay in payout required under Section 4.2(b))equity. Notwithstanding anything herein the foregoing, (i) if the Board proposes reasonable performance metrics in good faith to the contraryConflicts Committee, no bonus and the Conflicts Committee does not review the proposal in good faith and/or unreasonably or in bad faith rejects such performance metrics, then the related Guaranteed Bonus (reduced as applicable) shall be payable hereunder 100% in cash, (ii) if the event that Employee’s employment terminates Board fails to propose reasonable metrics in good faith to the Conflicts Committee for any other reason prior to period, then the date on which any bonus is actually paid. Such bonus, if any, Guaranteed Bonus for such period shall be payable after Company’s accountants have determined the sales 25% on cash and profits 75% in equity, and have issued their audit report with respect thereto for (iii) if 100% of the applicable fiscal yearperformance metrics are achieved, which determination such related Guaranteed Bonus (reduced as applicable) shall be binding payable 100% in cash. All bonus payments shall be subject to all applicable withholding requirements. For purposes of this Section 4.2, an entity is a “public company” if it has a class of equity securities listed on a national securities exchange or quoted on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearFinancial Industry Regulatory Authority’s OTC Bulletin Board or OTC Markets Group Inc.’s OTCQX or OTCQB (or any successors thereto).

Bonus. Should For all bonus plans in which Xxxxx is participating as of the Termination Date, the Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible pay to receive Xxxxx a lump sum bonus for such fiscal year payout. This payout shall consist of a payment in the amount calculated by the formula [(x + y) * z] where (x) is Xxxxx’x base salary earned in the year from January 1 to the Termination Date, (y) is the amount which is two times Xxxxx’x annual base salary in effect at the time of Termination, and (z) is the percentage which under each plan is the highest percentage of base salary that Xxxxx was paid during any one of the five years immediately preceding the year in which the Termination Date occurred, but which shall not be greater than the maximum percentage of base salary that Xxxxx was eligible to earn during the year in which the Termination Date occurred assuming all targets were met in full, whether or not said targets actually were met. The payments provided for under this Paragraph 10.E.(ii) will be paid within thirty days following the Termination Date in cash or in such other form as bonus amounts generally are paid to eligible employees, or in a combination thereof, as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in whose determination and valuation of any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs non-cash compensation shall be paid at the time final and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminatedbinding, and shall be paid at the time and in the form such considered to be full compensation for all amounts due to Xxxxx for bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year plans in which such termination occurs he was participating as of the Termination Date, and he shall not be prorated based on the number entitled to any further payments under any of full calendar weeks said plans during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b))Severance Period or thereafter. Notwithstanding anything herein the above, any bonus due to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates Xxxxx for years (or any other reason applicable bonus period) completed prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus Termination Date but not yet paid shall be paid in addition to the calendar year bonus described herein. If such bonus for prior years is in the form of restricted stock, such bonus will be considered earned to the extent that contains applicable vesting targets have been met as of the April 30 immediately following Termination Date, whether the confirmation that the targets have been met occurs before or after the Termination Date. If such fiscal yeartargets have been met but the stock has not yet been distributed, but Xxxxx will be entitled to receive the stock, or, at the option of the Company, the cash equivalent thereof, no later than April 30th of the date the stock was due to be distributed had the termination not occurred. Any such yearstock for which targets have not been met will be forfeited.

Bonus. Should Company meet or exceed For fiscal year 2007, in addition to the salesBase Salary, profits and other objectives established the Executive shall be eligible to earn an annual target cash bonus of an additional Three Hundred Twenty Thousand Dollars ($320,000) based upon criteria agreed to by the Compensation Committee for any fiscal yearand the Executive as of the date hereof, Employee which bonus shall be eligible to receive a bonus pro-rated for such fiscal year in 2007 based upon the percentage of fiscal year 2007 that the Executive shall have been employed by the Company following the Effective Date pursuant hereto, and the amount of such bonus as determined so pro-rated shall be payable by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (Company to the extent consistent with Section 409A Executive pursuant to the OIP (as defined below) within a reasonable time following the end of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability Outside Payment Date (as defined by Section 4.1(bbelow). During the Term, in addition to the Base Salary, for each fiscal year (after fiscal year 2007) of the Company ending during the Term, the Executive shall be eligible to earn an annual target cash bonus of 40% (after meeting threshold performance criteria), termination by Company without Cause pursuant 80% (after meeting target performance criteria) and up to Section 4.1(c), or pursuant to Employee120% (after meeting maximum performance criteria) of the Executive’s right to terminate this Agreement for Good Reason under Section 4.1(d), Base Salary (1the “Target Bonus Amount”) any bonus for the payable during such fiscal year preceding based upon criteria to be reasonably established not later than the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within first thirty (30) days of such termination that fiscal year by the Compensation Committee in consultation with Executive (subject to any delay in payout required under Section 4.2(bthe “Annual Bonus”)). Notwithstanding anything herein to the contrary, no which bonus shall be payable hereunder in pursuant to the event that Employee’s employment terminates OIP. The Annual Bonus actually earned for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, fiscal year shall be payable determined by the Compensation Committee in good faith and paid to Executive within a reasonable time after the end of the fiscal year, but in no event later than thirty (30) days (the “Outside Payment Date”) following completion of the Company’s accountants have determined the sales and profits and have issued their financial statement audit report with respect thereto for the applicable fiscal year, which determination the Company shall be binding on endeavor in good faith to complete within three months of the partieslast day of the applicable fiscal year. Any such Notwithstanding the foregoing, if the Outside Payment Date is later than 120 days after the end of the fiscal year, the Company will pay the portion of Executive’s bonus that the Compensation Committee is able to determine that Executive is entitled to (if any) no later than the 120 days after the end of the fiscal year and the remaining portion, if any, of Executive’s Annual Bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearthe Outside Payment Date.

Bonus. Should Company meet or exceed (a) Subject to the salesprovisions of Paragraph 6 hereof, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by paid a cash payment equal to a pro rata share (through the Board Effective Termination Date) of Directors or any duly authorized committee thereof, his regular yearly bonus (if any) under the Company's Base Bonus Program. The amount of his bonus will be calculated and unless (his payment equal to the extent consistent with Section 409A pro rata share of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus manner it would have been calculated and paid if he had continued his employment with the Company (i.e. his normal bonus will be calculated in the regular manner, except the entire bonus will be based upon the achievement of Company objectives and not on achievement of Employee’s employment continued until the payment date's personal management objectives, and (2) then the amount of his pro rata share of such bonus for the fiscal year in which such termination occurs shall will be pro-rated calculated based on upon the number of full calendar weeks during the applicable fiscal year during which Employee days he was employed hereunderby the Company during fiscal 1997). (b) Subject to the provisions of Paragraph 6 hereof, based on Employee will be paid a cash payment equal to a pro rata share (through the Effective Termination Date) of his regular yearly bonus (if any) under the Company's Stretch Bonus Program. The amount that Employee would have earned based on actual performance for of his bonus will be calculated and his payment equal to the fiscal year had Employee’s employment not terminated, and shall be pro rata share of such bonus paid at the time and in the form such bonus manner it would have been calculated and paid if he had Employee’s continued his employment continued; provided, however, with the Company (i.e. his normal bonus will be calculated in the event regular manner, except the entire bonus will be based upon the achievement of termination of this Agreement because Company objectives and not on achievement of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) 's personal management objectives, and then the amount of his pro rata share of such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall will be prorated calculated based on upon the number of full calendar weeks during the applicable fiscal year during which Employee days he was employed hereunder and by the Company during fiscal 1997). (c) Employee shall be paid within thirty (30) days a cash amount equal to a pro rata share of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such supplemental bonus, if any, that the Employee would have received under the terms of the Long Term Incentive Bonus Program being maintained by the Company and in effect for the 1997 fiscal year. The total supplemental bonus the Employee would have received shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains same manner it would have been determined if the April 30 immediately following such fiscal yearEmployee had continued his employment with the Company, but no later than April 30th of such year.except the total supplemental

Bonus. Should Company meet In addition to the Base Salary, Executive shall, subject to such performance criteria as have been or exceed shall be determined by the salesCompensation Committee of the Board (the “Annual Performance Criteria”), profits be eligible to receive an annual bonus in an amount equal to 50% of Executive’s Base Salary if such Annual Performance Criteria are satisfied (the “On-Target Annual Bonus”). In addition, Executive shall be eligible to receive an additional bonus amount up to 50% of Executive’s Base Salary (the “Above-Target Annual Bonus”) if the Annual Performance Criteria are exceeded, such amount to be determined based upon the conditions and formulae established by the Compensation Committee. The Annual Performance Criteria and the formulae to determine Executive’s Above-Target Annual Bonus shall be established from time to time by the Compensation Committee of the Board in connection with its calendar-year market and performance assessments described in Section 3(a). The On-Target Annual Bonus and the Above-Target Annual Bonus shall be referred to herein as the “Bonus” Any Bonus shall be paid to Executive less applicable withholding. Within thirty (30) days of the beginning of each calendar year during the Period of Employment (or such other objectives period of time as shall be reasonably established by the Compensation Committee for any fiscal of the Board), the Compensation Committee of the Board and Executive shall agree upon performance criteria upon which the Bonus shall be based. The Employer shall pay the Bonus, if so earned by satisfaction of such criteria, on or after January 1 of the following calendar year, Employee but in no event later than January 30th of such year (or such later date as shall be reasonably established by the Compensation Committee of the Board). For purposes of clarification, Employer hereby acknowledges that for fiscal 2008, Executive shall be eligible to receive a bonus for such fiscal year in Bonus which shall be based upon the amount as determined by the Compensation Committee; provided however, the target bonus opportunity performance criteria that have already been established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paidExecutive’s Services Start Date. Such bonusFor 2008, Executive’s Bonus, if any, shall be payable after Companycalculated in accordance with Section 3(b) above and with the formulas adopted by the Compensation Committee applicable to Employer’s accountants have determined other executive management. Executive’s 2008 Bonus, if any, shall then be pro rated based upon the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th number of such yeardays Executive is employed by Employer during 2008.

Bonus. Should Company meet or exceed Commencing in 2008, during the salesEmployment Term, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible afforded the opportunity to receive earn a cash bonus for such each fiscal year in ending during the amount Employment Term, contingent upon the Company's achievement (as reasonably determined by the Compensation Committee; provided howeverBoard or a committee thereof) of certain specified target earnings (calculated consistently with calculations made for prior periods) before interest, income taxes, depreciation and amortization, and in addition, to the target bonus opportunity extent the Board acting reasonably and in good faith so determines, excluding acquisitions, divestitures, refinancings, any change required by GAAP or other extraordinary and nonrecurring events (the "EBITDA Target") established for Employee prior to, or as soon as practicable after, each December 23rd in any given respect of the fiscal year will be set commencing thereafter, by the Compensation Committee Board or a committee thereof in its discretion (but after consultation with Executive). Such bonus award shall be as follows: (i) 50% of Base Salary upon the Company's attainment of 95% of the EBITDA Target, and for each whole percentage increase above 95% and through 99% of the EBITDA Target, such amount shall be increased by 10% of Base Salary, (ii) 100% of Base Salary upon the Company's attainment of 100% of the EBITDA Target, and for each whole percentage increase above 100% and through 104% of the EBITDA Target, such amount shall be increased by 10% of Base Salary, and (iii) 150% of Base Salary upon the Company's attainment of 105% or greater of the EBITDA Target (the "Annual Bonus"). Unless otherwise determined by the Board, no Annual Bonus shall be payable in respect of any fiscal year to the extent the Company does not attain at not less than fifty percent (50%) least 95% of Employee’s earned annual base pay the EBITDA Target for such fiscal year. Any bonus payable to Employee will be payable Notwithstanding the foregoing, the Annual Bonus in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A respect of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the 's fiscal year preceding ending on or about or close to December 31, 2008 (the "2008 Fiscal Year") shall be no less than 100% of the portion of Base Salary Executive actually earned during the 2008 fiscal year in which such termination occurs (the "2008 Annual Bonus Minimum"). The Annual Bonus shall be paid at the same time and as annual bonuses are paid to other senior executives of the Company, which shall be paid on the March 15 next following the close of the fiscal year; provided that it shall not be a breach of this Agreement if payment is made later in such year to the form extent financial results are not available by March 15 so long as payment is made by payroll as soon as practicable following the certification of such bonus would results. Other than as set forth in Section 13 below, Executive must have been paid had Employee’s employment continued until remained employed with the payment date, and (2) Company through the bonus for close of the fiscal year in respect of which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall Annual Bonus is to be paid at and have not given or received a Notice of Termination before the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event close of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in respect of which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus Annual Bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearorder to receive it.

Bonus. Should The Company meet shall pay the Optionee or exceed the salesOptionee's estate a bonus (the "Bonus") within 90 days of the occurrence of either, profits and other objectives established but not both, of the following events (the "Bonus Event"): (i) the employment of the Optionee by the Compensation Committee Company is terminated on a date prior to the expiration of the Exercise Period if the cause of termination is the death of the Optionee or is other than the voluntary retirement or dismissal for any fiscal yearcause of the Optionee and on such Termination Date the Company is a Private Company; (ii) the Company is a Private Company as at the close of business on December 31, Employee 1998. The Bonus shall be eligible calculated as at the last day of the last completed fiscal quarter of the Company (the "Calculation Date") and shall be equal to receive a bonus for such fiscal year the Adjusted Share Value per Share of the Company's Common Shares multiplied by: (a) If the Bonus Event is as set out in sub-paragraph (i) the amount as determined by number of Option Shares in respect of which the Compensation Committee; provided howeverOptionee's Option could have been exercised if, on the Termination Date, the target bonus opportunity established for Employee Company had ceased to be a Private Company; (b) If the Bonus Event is as set out in any given fiscal year will be set by the Compensation Committee at not less than fifty percent sub-paragraph (50%ii) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (an amount equal to the extent consistent with total number of Option Shares. For the purpose of this Section 409A "Adjusted Share Value Per Share" shall be equal to: (A) - ($218,000) x B) - $3.89 --------------------- C where: A is total shareholders equity of the CodeCompany (including retained earnings) a different payout schedule as at the Calculation Date; B is applicable for all executive employees the number of Companyfiscal quarters of the Company from but excluding December 31, any such bonus payment will be payable in a single, lump sum payment in 1993 to and including the calendar year that contains Calculation Date; and C is the April 30th immediately following such fiscal year, but no later than April 30th number of such yearoutstanding Common Shares of the Company outstanding on the Calculation Date. In the event of termination a subdivision, redivision, consolidation or change of this Agreement because the Common Shares of Employee’s death the Company into a greater or disability (lesser number of shares, the definition of "Adjusted Share Value Per Share" as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs set out herein shall be paid at the time and in the form amended to reflect such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in change. In the event of termination a dispute arising out of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Controlparagraph 5, Employee’s target bonus for the fiscal year in which such termination occurs matter shall be prorated based on determined by the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination 's auditors whose decision shall be binding on the all parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year.

Bonus. Should (a) In further consideration of the Executive's agreement to perform services hereunder, the Executive shall be entitled to a cash bonus (the "Profits Bonus") in an amount equal to ten percent (10%) of the Company's consolidated before-tax operating profits (excluding any extraordinary and/or non-recurring items of profit or expense) (the "Company meet or exceed Profits") in excess of $500,000 (the sales"Threshold") for each fiscal year during the Term (the Profits ), profits and other objectives established provided the Company has earned in such fiscal year a twelve percent (12%) return on its equity on its common stock. (b) The Profits Bonus amount shall be calculated initially by the Compensation Committee Chief Financial Officer of the Company based upon the Company's audited financial statements for any the relevant fiscal year. Promptly after completion of the Profits Bonus calculation for each fiscal year, Employee a report of the calculation shall be eligible sent to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors. The Board of Directors or any duly authorized committee thereof, and unless (will then present the proposed Profits Bonus to the extent consistent with Section 409A of Executive. The Executive may object to the Code) a different payout schedule is applicable for all executive employees of Companycalculation, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days after receipt thereof, by requesting that the accounting firm then auditing the financial statements of the Company review the calculation. The results of such termination (subject to any delay in payout required under Section 4.2(b))accountants' review shall be final and binding on the Executive and the Company. Notwithstanding anything herein Any Profits Bonus shall be paid to the contraryExecutive within (30) days after the Executive receives the Profits Bonus calculation, no bonus except that if he objects thereto, the payment shall be payable hereunder made as soon as practicable after the resolution of the objection. The Executive shall bear the cost of the accounting firm s review, except if upon such review of the Profits Bonus calculation the accounting firm determines that the amount of the Profits Bonus should be increased by ten percent (10%) or more from the amount calculated by the Company, in which case the Company shall bear the cost of the accounting firm's review. (c) In the event that Employee’s employment terminates the period of the Term for any other reason prior to which a Profits Bonus is being determined is less than the date on which any bonus is actually paid. Such bonusentire fiscal year being used for the calculation, the Profits Bonus, if any, and the Threshold for such period shall be payable after Company’s accountants have determined multiplied by a fraction, the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, numerator of which determination shall be binding on the parties. Any number of whole months during such bonus fiscal year that the Executive was an employee of the Company and the denominator of which shall be 12. (d) Notwithstanding any Profits Bonus which may be paid in to the calendar Executive pursuant to this Section 4.02, for each fiscal year that contains during the April 30 immediately following Term the Compensation Committee may award the Executive a supplemental bonus based upon factors other than the Company's Profits for such fiscal year, but no later than April 30th of as determined by such yearCommittee.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, The Employee shall be eligible to receive a bonus for such fiscal year participate in the amount as determined by Company’s incentive plan applicable to senior executives at a level such that he will have the Compensation Committee; provided howeverpotential to earn a cash bonus, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty target, of forty percent (5040%) of Employee’s earned his annual base pay for salary during such fiscal year. Any The amount of such cash bonus payable to Employee will shall be payable in cash, stock or stock options, or combination thereof, all as determined by the Board in its sole discretion, based upon the achievement of Directors the Employee and/or the Company of management objectives to be reasonably established by the Board and the CEO. These management objectives shall consist of both financial and scientific goals and shall be specified in writing by the Board, and a copy shall be given to the Employee prior to the commencement of the applicable year. The bonus objectives for 2013 will be as set out in Appendix “B”. The Employee acknowledges there is no assurance that the terms of the incentive plan will remain unchanged or will in any future year provide the same benefits as it has in past years (or any duly authorized committee thereofbenefits or payments at all) and that the Company may, and unless (at its discretion, revise the terms of the incentive plan in advance for any upcoming fiscal year as it applies to the extent consistent with Section 409A Employee, provided always that the Employee will be entitled to participate in any incentive plan made available to senior executives of the Code) Company. Employee generally must continue to be employed through the date the bonus is paid in order to earn a different payout schedule is applicable bonus for all executive employees of Companyany particular year, unless the Board determines, in its sole discretion, that the Employee has earned a bonus prior to such time. In such event, any such bonus payment will be payable in a single, lump sum payment in paid to the calendar year that contains the April 30th immediately following such fiscal year, but Employee no later than April 30th the later of: (i) the fifteenth (15th) day of such year. In the event third (3rd) month following the close of termination of this Agreement because of Employeethe Company’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at bonus payment is earned or (ii) March 15 following the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal calendar year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount payment is earned; provided that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event the Board, in its sole discretion, determines to make a bonus payment upon an event described in Section 5.2 or Section 5.3 below, such amount will be paid as soon as determinable and in no event later than March 15 of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for year following the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty Employee’s “Separation from Service” (30) days of such termination (subject as defined under U.S. Treasury Regulation Section 1.409A-1(h), without regard to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearalternative definition thereunder) occurs.

Bonus. Should Company meet or exceed For each calendar year of this Agreement, the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible for a cash bonus award (the “Annual Cash Bonus”) with a target amount of sixty percent (60%) of his then current base salary. Seventy five percent (75%) of the target bonus (sixty percent (60%) of current base salary) will be determined pursuant to receive a the Company’s then current Management Incentive Program (“MIP”) and twenty-five percent (25%) of the target bonus for such fiscal year in sixty percent (60%) of current base salary) will be based on the amount Executive’s personal performance and achievement of objectives as determined by the Compensation Committee; Company’s Board of Directors in their sole discretion. The Executive acknowledges that the Company reserves the right to change the structure of the MIP from time to time, provided however, that any change will not affect the Executive’s ability to receive an Annual Cash Bonus with a target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty of sixty percent (5060%) of Employeethe Executive’s earned annual base pay for such fiscal yearsalary. Any bonus payable to Employee will The Executive shall be payable in cash, stock paid his Annual Cash Bonus on or stock options, or combination thereof, all as determined by the Board about March 1st of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains following the April 30th immediately following year to which such fiscal yearbonus relates, but no later than April 30th and in all events on or before March 15th of such year. In The parties acknowledge that the event determination of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus the Annual Cash Bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had EmployeeExecutive’s employment continued until the payment date, terminates (and (2) the bonus possibly for the fiscal year in which such termination occurs prior year) shall not be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is known on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that EmployeeExecutive’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonusterminates, and, if any, shall be payable after Company’s accountants have determined paid by the sales and profits and have issued their audit report with respect thereto for Company to the applicable fiscal yearExecutive as provided in the preceding sentence, which determination shall be binding but in all events on the parties. Any such bonus shall be paid in or before March 15th of the calendar year following the calendar year in which the services to which such bonus relates were performed. Pursuant to Section 1(A) above, should the Executive’s title change to “non-Executive Chairman” he will receive a prorated portion of the annual bonus opportunity which will be calculated by multiplying the target bonus amount by a fraction, the numerator of which is the number of full calendar months served during the Term of this Agreement as Executive Chairman and the denominator of which is twelve (12). The Executive’s Annual Cash Bonus potential shall be reviewed annually for increase or decrease by the Compensation Committee and recommended to the Board of Directors for approval in their sole discretion. The Executive acknowledges and agrees that contains as required under law or Company policy, incentive compensation to the April 30 immediately following such fiscal yearextent received based on erroneous information, but no later than April 30th is subject to recoupment for a three-year period in the event of such yearan accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the federal securities laws.

Bonus. Should Company meet (i) For Fiscal Year 2006, the Executive shall receive an annual cash bonus, payable to Executive on or exceed before April 30, 2007, in an amount determined in the salessole discretion of the Company’s Board of Directors, profits which amount shall be deemed earned if Executive is employed as of December 31, 2006. (ii) For Fiscal Year 2007 and other objectives established by for each subsequent Fiscal Year during the Compensation Committee for any fiscal yearTerm (as defined below), Employee the Executive shall be eligible to receive a an annual cash bonus for such fiscal year in (the amount as determined by the Compensation Committee; provided however“Annual Cash Bonus”), the target bonus opportunity established for Employee in any given fiscal year will which shall consist of two separate components and be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock Executive on or stock options, or combination thereof, all as determined by before the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A end of the Code) a different payout schedule is applicable for all executive employees fourth month following the end of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal yearrelevant Fiscal Year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employeethe Company has not received its audited financial statements for the relevant Fiscal Year by the date that is three and one-half months after the end of such relevant Fiscal Year, the Company shall make such payment within fifteen days but not later than the last day of the calendar year following such Fiscal Year) after the Company’s employment terminates receipt of audited financial statements for any other reason prior such Fiscal Year, so long as Executive is employed by the Company on the last day of such Fiscal Year, as follows: (A) if the Company’s EBITDA for a Fiscal Year is greater than or equal to the date on which any bonus EBITDA Target for such Fiscal Year, Executive shall receive an Annual Cash Bonus for such Fiscal Year equal to 50% of Executive’s Base Salary; and (B) if the Company’s EBITDA for a Fiscal Year is actually paid. Such bonusgreater than or equal to the EBITDA Target for such Fiscal Year, Executive shall receive an additional Annual Cash Bonus for such Fiscal Year equal to the product of the Available Cash Flow Excess multiplied by 10%. (iii) For Fiscal Year 2007 only, the Annual Cash Bonus, if any, payable to Executive pursuant to this Section 1,3(b)(ii)(A) and (B), shall be payable after Company’s accountants have determined increased on a pro rata basis to include the sales and profits and have issued their audit report with respect thereto for complete months in Fiscal Year 2006 following the applicable fiscal year, date the Acquisition is consummated minus any annual bonus amount paid to Executive pursuant to Section 1.3(b)(i) (which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th deducted first out of such year.any amount payable to Executive pursuant to Section 1.3(b)(ii)(A) and second out of any amount payable to Executive pursuant to Section 1,3(b)(ii)(B)),

Bonus. Should Company meet or exceed On each anniversary of the sales, profits and other objectives established by the Compensation Committee for any fiscal yearEffective Date, Employee shall receive a guaranteed bonus of 25% of her base salary and shall be eligible to receive a an additional discretionary bonus for of 25% of her base salary, such fiscal discretionary bonus to be awarded by Employer’s Chief Executive Officer and/or Board of Directors principally based on Employee’s performance during the year in preceding the amount as determined eligibility date; provided, however, that before any such discretionary bonus is paid to Employee, it must be approved by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) compensation committee of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereofthe independent members of the Board of Directors, as appropriate at such time, in accordance with applicable law. Bonuses provided for in section titled “Bonus” shall not be owing and unless (payable to Employee if Employee’s employment is terminated prior to the extent consistent with Section 409A anniversary date of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination Effective Date of this Agreement pursuant to the sections titled “Termination,” “Termination Because of Death,” and/or “Termination Because of Disability.” Employee has notified Employer that she would have received a $50,000 bonus from her current employer (“Xxxxx Xxxxx Employment”) in the third quarter of 2004 and that, because of Employee’s death expected termination of the Xxxxx Xxxxx Employment due to her entry into this Agreement, Employee may not receive such bonus. As a result, Employer agrees to pay Employee $50,000, on a one-time basis only, on the first anniversary of the Effective Date, if, as of such date, Employee has not received any or disability (as defined by Section 4.1(b)), termination by Company without Cause all of the $50,000 bonus earned through the Xxxxx Xxxxx Employment and this Agreement has not been terminated pursuant to Section 4.1(c)the sections titled “Termination,” “Termination Because of Death,” and/or “Termination Because of Disability.” If Employee receives any portion of the $50,000 owing from the Xxxxx Xxxxx Employment, the amount owing to Employee by Employer under this paragraph shall be reduced by such amount. Employer’s agreement to make this one-time payment of up to $50,000 is contingent upon Employee’s personal attorney tendering a demand letter to Xxxxx Xxxxx in a form mutually agreeable to the parties hereto, and thereafter engaging in negotiations to the extent such attorney reasonably believes would be productive in order to try to secure payment of the $50,000 bonus, or portion thereof, owing from Xxxxx Xxxxx, taking into account the cost-effectiveness of such efforts. If Employee recovers payment of any or all of the $50,000 owing from Xxxxx Xxxxx after receiving payment of $50,000 from Employer pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d)paragraph, (1) any bonus Employee shall promptly reimburse Employer for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee amount equal to what was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearreceived from Xxxxx Xxxxx.

Bonus. Should Company meet or exceed During the salesTerm only, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Contractor shall be eligible for an annual bonus for each fiscal year of the Company (a “Bonus”), subject to receive the terms and conditions of this Section 4.2. The payment and amount of any Bonus for a bonus given fiscal year shall be based on performance targets mutually agreed upon by the Parties in writing for such fiscal year in (the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year“Annual Performance Targets”). Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus The Annual Performance Targets for the fiscal year in which such termination the Effective Date occurs shall be established within forty-five (45) days after the Effective Date, and the Annual Performance Targets for each subsequent fiscal year shall be established within forty-five (45) days after the beginning of such fiscal year. If the Company’s performance meets, but does not exceed, the Annual Performance Targets for a given fiscal year, the amount of the Bonus for such fiscal year shall equal 140% of the annualized rate of the Cash Fee in effect as of the end of such fiscal year. If the Company’s performance exceeds the Annualized Performance Targets for a given fiscal year, the amount of the Bonus for such fiscal year shall equal 140% of the annualized rate of the Cash Fee in effect as of the end of such fiscal year, plus an additional 1% of such annualized rate for each 1% by which the Company’s performance exceeds the Annualized Performance Targets for such fiscal year. If the Company’s performance fails to meet the Annualized Performance Targets for a given fiscal year, the amount of the Bonus for such fiscal year shall equal 140% of the annualized rate of the Cash Fee in effect as of the end of such fiscal year, less 2% of such annualized rate for each 1% by which the Company’s performance failed to meet the Annualized Performance Targets for such fiscal year, provided, however, that Contractor shall not be eligible for any Bonus for a given fiscal year in which the Company’s performance was less than or equal to 70% of the Annualized Performance Targets for such fiscal year. Provided Contractor has not been terminated under Section 8.3 below (for Cause by the Company) prior to the payment thereof, Contractor shall be eligible for (i) a Bonus for each fiscal year on the last day of which Contractor is engaged hereunder and (ii) if Contractor’s engagement hereunder is terminated other than on the last day of a fiscal year, a pro-rated Bonus for the fiscal year during which Contractor’s engagement hereunder is terminated, based on the number of full calendar weeks months Contractor was engaged hereunder during the applicable such fiscal year. Any Bonus earned for any full or partial fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar following fiscal year that contains within 30 days after the April 30 immediately following such fiscal yearCompany’s audited financial statements are issued, but in no event later than April June 30th of such year.following fiscal year regardless of whether such audited financial statements are issued by such date. Company Initials:____ Contractor Initials:____

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee (i) The Executive shall be eligible to receive a an annual incentive cash bonus for such fiscal year in each Fiscal Year (“FY”) of the amount as determined by Company (the Compensation Committee; provided however, the target bonus opportunity established “Bonus”). The Bonus for Employee in any given fiscal year will each FY shall be set by the Compensation Committee at not less than within a range of zero percent (0%) to one hundred fifty percent (50150%) of Employeethe Executive’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by Base Salary during the Board of Directors or any duly authorized committee thereof, and unless applicable FY (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus prorated for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated 2017 FY based on the number of full calendar weeks during days between the applicable fiscal year during which Employee was employed hereunderEffective Date and December 31, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated2017), and shall be paid based on specific, individual and company goals set by the Executive Committee of the Board, in consultation with the Compensation Committee, in its sole discretion and communicated to the Executive no later than January 31st of each FY; however, with respect to the 2017 FY Bonus, the individual and company goals shall be communicated to the Executive promptly following the Effective Date. The Executive shall be entitled to a Bonus equal to one hundred percent (100%) of Base Salary in a given FY upon achievement of the goals at target established for the time Executive’s Bonus for such FY. Payments of a Bonus in excess of 100% of the Executive’s Base Salary shall be subject to the satisfaction of additional stretch goals established for the Executive’s Bonus for such FY, as determined by the Executive Committee of the Board, in consultation with the Compensation Committee, in its sole discretion. Notwithstanding the foregoing and except as provided in Section 6(c) below, Executive shall not be eligible for any Bonus if (a) he is not employed on the last day of the FY to which the Bonus relates and (b) Executive shall not be eligible for such Bonus unless other senior executive team members have also earned a bonus for such FY. (ii) In lieu of all or a portion of any cash Bonus for the 2017 FY under Section 3(b)(i), the Executive shall receive, a grant of restricted common LP units in the form such bonus would Partnership equal to Three Hundred Thousand Dollars ($300,000) (“Restricted Units”), which shall vest in equal monthly installment over the two year period following the grant and have been paid had Employee’s employment continued; provided, however, rights to distributions consistent with fully vested common LP units in the event Partnership and be subject to such other terms and conditions set forth in the grant agreement attached hereto as Exhibit [B]. The grant of termination Restricted Units under this Section 3(b)(ii) will be made as promptly as practicable after the Partnership has filed all of this Agreement because its required reports under the Securities Exchange Act of Employee’s termination by Company without Cause pursuant 1934. To the extent that the Bonus payable to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement the Executive for Good Reason the 2017 FY under Section 4.1(d3(b)(i) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonusabove, if any, is determined to exceed $300,000, only the amounts in excess of $300,000 shall be payable after Company’s accountants have determined to the sales and profits and have issued their audit report Executive in cash in accordance with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. terms of Section 3(b)(i). (iii) Any such bonus Bonus amounts payable under this Agreement shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th March 15th of such yearthe year following the year with respect to which the Bonus was earned and shall be less any taxes and other applicable withholdings.

Bonus. Should As soon as practicable, the Company meet or exceed and the salesEmployee will agree upon a bonus program for Employee to be in effect during the term of this Agreement. The terms and conditions of said bonus program will be added to this Agreement by subsequent amendment. Unless changed by said amendment, profits and other objectives established by the Compensation Committee for any fiscal bonus program will be subject to the following conditions: Any bonus payment payable pursuant to this Section shall be made in a lump sum payment within two weeks of the finalization of the Company's year-end audit. Notwithstanding the foregoing, Employee shall must be employed with the Company on December 31 of any given year in order to be eligible to receive a the above bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event Employee is not so employed, the following provisions shall apply: (1) If Employee is terminated for cause by the Company, Employee shall receive no bonus for that year or any other year regardless of termination whether such bonus is otherwise payable. If Employee voluntarily terminates Employee's employment with the Company prior to December 31 of any given year (except as described under the circumstances in Section 8(c)), Employee shall receive no bonus for that year or any subsequent year; (2) If Employee is terminated by the Company without cause, prior to December 31 of any given year, or if Employee exercises Employee's rights under Section 8(c) prior to December 31 of any given year, or if this Agreement because is terminated prior to December 31 of Employee’s any given year upon the death or disability (of Employee as defined by provided in Section 4.1(b)8(a), termination by Company without Cause Employee shall receive only a prorata portion of any bonus earned pursuant to this Section 4.1(c), or 7 which prorata portion shall be based upon the percentage of 365 calendar year days for which Employee is employed during said calendar year. Any bonus due pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), subsection (12) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at as provided in this Section 7. Any direct or indirect payments made by the time and in Company to or on behalf of the form such bonus would have been paid had Employee’s employment continued until Employee determined by the payment date, and (2) the bonus Company's accountants to be reportable for the fiscal year in which such termination occurs tax purposes shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein treated as compensation to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year.

Bonus. Should Company meet or exceed The primary focus of Vxxxxxxxxx’x employment is to provide the salestechnical direction for the Company, profits to manage the timely development of new product, and other objectives established to support the increase of the Payment Products revenue with professional services support. As an incentive to achieving these objectives, a cash bonus, paid quarterly, equal to three and one-half percent (3.5%) of the revenue increase, if any, determined by comparing the Compensation Committee Top-line Revenues for the prior fiscal year’s quarter against the Top-line Revenues for the current fiscal quarter (“Revenue Growth Bonus”) shall be paid to Vxxxxxxxxx within thirty (30) days of the Company’s fiscal quarter’s end. In the event that the Company’s cash position at the end of any fiscal yearquarter is such that the Company, Employee shall be eligible in good faith, determines that it will not have sufficient cash to fund its business operations for the next three successive fiscal quarters, then, in lieu of an all cash Revenue Growth Bonus, Vxxxxxxxxx will, at his option, receive a bonus for such fiscal year in the amount Revenue Growth Bonus payable as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee follows: (i) cash in any given fiscal year will be set by the Compensation Committee at portion Vxxxxxxxxx chooses, up to but not less than exceeding fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will the Revenue Growth Bonus amount, and (ii) the remaining balance of the Revenue Growth Bonus shall be payable in cashshares of restricted common stock equal to one hundred ten percent (110%) of the non-cash balance of the Revenue Growth Bonus granted at the date of the current 10-q or 10-k filing. If the cash payment is not made, stock or stock optionsit will be accrued at a 10% interest rate. For the purpose of this Agreement, or combination thereof, “Top-line Revenues” shall mean all as determined revenues recognized by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding Payment Products Division during the fiscal year in which such termination occurs shall be paid at the time accordance with generally accepted accounting principles (GAAP) and as reported in the form such bonus would have been Company’s SEC Forms 10-q and 10-k. In the event Vxxxxxxxxx is paid had Employee’s employment continued until a Revenue Growth Bonus and the payment date, and (2) the bonus Top-line Revenues for the fiscal year quarter in which question are subsequently adjusted (such termination occurs adjustment being made in accordance with GAAP and reported as an amendment to the corresponding SEC Form 10-q or 10-k as such) then, as a result: (i) if the Revenue Growth Bonus is determined to have been underpaid, any resulting increase in cumulative commissions due will be promptly paid on the next succeeding payroll processing date; conversely, (ii) if the Revenue Growth Bonus is determined to have been overpaid (either by accounting adjustment or negative Top-line Revenues for the subsequent fiscal quarter) any Revenue Growth Bonus previously paid and determined (in accordance with GAAP) to have been overpaid, shall be pro-rated based on the number of full calendar weeks offset against any subsequent Revenue Growth Bonus earned during the applicable fiscal year during which Employee was employed hereunder, based on Term of this Agreement. In no case will the bonus amount that Employee would have earned based on actual performance exceed three and one-half percent (3.5%) of the increase of the Top-line Revenue for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of year. Upon termination of this Agreement because of Employee’s termination by Company without Cause pursuant Agreement, any offset to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs be made against future Revenue Growth Bonuses shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yeardeemed non-recoverable.

Bonus. Should Company meet or exceed Each twelve (12) month period during the salesterm of this Agreement (including any option terms), profits and other objectives established by the Compensation Committee for any fiscal yearfirst such period to commence on April 1, 2008, Employee shall be eligible to receive a bonus for such fiscal year any and/or all of the following bonuses so long as Employee (i) has remained in the amount as determined by position of Chief Financial Officer for the Compensation Committeeentire applicable twelve (12) month period; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent and (50%ii) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, has performed fully all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such yearmaterial obligations hereunder: 1. In the event that Employee has remained in the position of termination Chief Financial Officer until March 31, 2009 and has performed fully all material obligations under this Agreement, Company shall pay to Employee a bonus in the amount of One Hundred Thousand Dollars ($100,000). 2. In the event that Employee has remained in the position of Chief Financial Officer until the last day of March, 2010 and each March thereafter during the term of this Agreement because and has performed fully all material obligations under this Agreement, Company may in its discretion pay to Employee a bonus in an amount up to Twenty-Five Percent (25%) of the Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which then-current annual base salary. The amount of each such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after determined by the Company’s accountants have determined Board of Directors in its sole discretion according to the sales achievement by Employee of annual objectives set by the Board. Employee’s interest in any and profits and have issued their audit report with respect thereto all bonuses under this Section II.B shall not vest until the date upon which the Company would be obligated to tender payment for the applicable fiscal year, which determination particular bonus. Any bonuses earned under this section shall be binding on paid to Employee within 30 days of the partiesclose of the applicable 12 month period for which the bonus is calculated. Any such In the event Employee contends that any bonus has not been properly paid under this Agreement, Employee shall give written notice to the Company, and the Company shall have thirty (30) days to cure any defect in Employee’s bonus payment. Notwithstanding anything to the contrary above (including Section II.B(2) above), if and to the extent required under stock exchange rules or law, following an initial public offering of the common stock of the Company, the Employee’s bonus shall be paid determined by a compensation committee or in such other manner as the calendar year that contains the April 30 immediately following Company determines satisfies such fiscal year, but no later than April 30th of such yearapplicable rules or laws.