Common use of Bonus Clause in Contracts

Bonus. In addition to the Base Salary in Section 2(a), for each annual period commencing on the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus Period”), Executive shall be entitled to a bonus equal to a percentage of Executive’s Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria set by the Compensation Committee for the applicable period. In the event that the Employment Period ends before the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason termination. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusive.

Bonus. In addition to the Base Salary in Section 2(a), for each annual period commencing based on each fiscal year of the Effective Date until the last day of Company during the Employment Period (as defined in Section 4) (each such annual period being referred to as a “"Bonus Period”"), Executive shall be entitled to a bonus equal to a percentage of Executive’s 's Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “"Bonus”"); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria set by the Compensation Committee for the applicable period. In the event that the Employment Period ends before the end of the Bonus Period, Executive shall be entitled to a pro rata prorata portion of the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata prorata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s 's Bonus to be earned for each Bonus Period shall be set on or before the beginning of the applicable Bonus Period in the form of a Target Bonus award expressed as a percentage of the then current base salary. The Target Bonus will be determined from competitive data and reviewed and approved by the Committee and will be in force for the duration of the Agreement. Each year prior the performance period, the Executive shall have the opportunity to meet with and discuss the general award criteria with the Compensation Committee or prior to the Board finalization of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writingcriteria. If Executive successfully meets the performance criteria established by the Compensation Committee, Committee the exact bonus payment will be determined based upon performance against the award criteria expressed as a percent of the Target Bonus. Employer shall pay Executive the earned Bonus amount within 30 the earlier of: (i) thirty days (30) from the submission of the preliminary audit results for the end of the fiscal year; (ii) ninety days (90) days after receipt the end of the Company’s audited financial reports for the calendar year in which the Bonus is calculated Period or, with respect to any payments under a quarterly bonus plan or program(iii) thirty days (30) his Employment Period, within the period applicable to such plan or program; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason termination. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusiveapplicable.

Bonus. In addition to the Base Salary in Section 2(a), for each annual period commencing on following the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus Period”), Executive shall be entitled to a bonus equal to a percentage of Executive’s Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria set by the Compensation Committee for the applicable period. In the event that If the Employment Period ends before the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was Executive’s employment with the Company has been terminated for Cause (as defined in Section 6(d)) or Employee has terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason or termination. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusive.

Bonus. In addition to the Base Salary in Section 2(a), for each annual period commencing on the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus Period”), Executive shall be entitled to a bonus equal to a percentage of Executive’s Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria set by the Compensation Committee for the applicable period. In the event that the Employment Period ends before the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason or termination. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusive.

Bonus. In consideration for Manager’s services hereunder, the Company, at such times as may be approved by the Board, shall pay Manager, in addition to HOA Management Services Fee, the Base Salary Corporate Management Services Fee and the reimbursement of any and all of Manager’s expenses reasonably incurred in the performance of services under this Agreement, including those pursuant to Section 2(a)4.4, an annual incentive bonus (the “Annual Bonus”) subject to achieving certain performance goals and metrics established by the Board at the time of approval by the Board of the Company’s annual operating budget which, for purposes of complying with Section 409A, shall be adopted on or prior to the ninetieth (90th) day of the year with respect to which a particular Annual Bonus is to be paid; provided, that the amount of Annual Bonus to be paid shall not be less than the “Minimum Annual Bonus” amount set forth on Schedule A, as amended from time to time (the “Minimum Annual Bonus”). The Board shall determine in its sole discretion the amount of the Annual Bonus allocable to each annual period commencing of the HOA Management Services and the Corporate Management Services. The Board shall determine in its sole discretion whether the goals for any such fiscal year have been attained based on the Effective Company’s financial results for such fiscal year (the date on which the Board makes such determination, the “Bonus Determination Date”). The Annual Bonus with respect to any fiscal year of the Company shall be paid no later than one hundred twenty (120) days after the Bonus Determination Date until or, if earlier, the last day of the Employment Period (as defined in Section 4) (each such annual period being referred calendar year following the calendar year with respect to as a “which the Annual Bonus Period”)is paid. The HOA Management Services Fee, Executive the Corporate Management Services Fee and the Minimum Annual Bonus shall be entitled subject to a bonus equal to a percentage of Executive’s Base Salary paid during each such one (1) year period (such bonusincrease, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as at the “Bonus”); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria set by the Compensation Committee for the applicable period. In the event that the Employment Period ends before the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors discretion of the Company. Upon completion of , in connection with the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt adoption of the Company’s audited financial reports for annual operating budget, and Schedule A shall be amended accordingly. For purposes of complying with Section 409A, the calendar year in which parties hereto intend that the portion of the Annual Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within that exceed the period applicable to such plan or program; provided, in the event of a termination due to death, Disability Minimum Annual Bonus shall constitute performance-based compensation (as defined described in Treas. Reg. Section 6(d1.409A-1(e)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion and shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding administered in accordance with such death, Disability, Retirement or Good Reason termination. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusiveintent.

Bonus. In addition to the Base Salary in Section 2(a), for each annual period commencing on the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “"Bonus Period”"), Executive shall be entitled to a bonus equal to a percentage of Executive’s 's Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “"Bonus”"); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria set by the Compensation Committee for the applicable period. In the event that the Employment Period ends before the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s 's Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the Company’s 's audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s 's spouse or legal representative based upon Executive’s 's and the Company’s 's performance through the month immediately preceding such death, Disability, Retirement or Good Reason termination. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusive.

Bonus. In addition to the Base Salary in Section 2(a), for each annual period commencing on the Effective Date until the last day of the Employment Period (as defined in Section 4i) (each such annual period being referred to as a “Bonus Period”)During his employment under this Agreement, Executive shall be entitled to a receive an annual incentive cash bonus equal to a percentage for each calendar year of Executive’s Base Salary paid during each such one the Company (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive subject only to the provisions of this Section 3(b)(i). The Bonus for each calendar year shall be entitled to set at a target of one hundred percent (100%) of the Bonus only if Executive has met Executive’s Base Salary during the performance criteria set by the Compensation Committee applicable calendar year (but prorated for the applicable period. In the event that the Employment Period ends before the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that 2018 calendar year (based on the number of calendar days in which he was employed during between the year divided by 365) as determined Effective Date and December 31, 2018), and shall be based on satisfaction specific, individual and company goals set by Compensation Committee of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause Board (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)“Compensation Committee”) in which event he shall not be entitled consultation with the Executive, and communicated to any Bonus for that the Executive no later than January 31st of each calendar year. Executive acknowledges that ; however, with respect to the amount 2018 calendar year Bonus, the individual and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, such criteria company goals shall be communicated to the Executive in writingpromptly following the Effective Date. If Executive successfully meets Specifically, with respect to the performance criteria 2018 calendar year, following plan review and approval at the May Board meeting, the company plans to issue the 2018 calendar year Bonus plan details, which will be calculated as follows: Seventy-five percent (75%) of the 2018 calendar year Bonus will be calculated based on the achievement of two factors: (a) fifty percent (50%) of this 75% portion of the 2018 calendar year Bonus will be based upon achievement of the Partnership’s EBITDA budget; and (b) 50% of this 75% portion of the 2018 calendar year Bonus will be based upon achievement of the Partnership’s GAAP Income from Operations budget. The remaining twenty-five percent (25%) of the 2018 calendar year Bonus will be based upon achievement of the defined management by objective (“MBO”) goals established by the Compensation Committee, Employer in its sole discretion, which shall pay be communicated to the Executive promptly following the earned Effective Date. For each calendar year beginning with the 2019 calendar year, no less than 75% of any Bonus amount within 30 days after receipt shall be based on upon objectively-determinable Company performance metrics set by the Compensation Committee in consultation with the Executive and no more than 25% shall be based upon achievement of MBO goals set by the Company’s audited financial reports Compensation Committee in consultation with the Executive. Notwithstanding the foregoing, Executive shall not be eligible for any Bonus if he is not employed on the last day of the calendar year in to which the Bonus is calculated or, relates. (ii) Any Bonus amounts payable under this Agreement shall be paid no later than March 15th of the year following the year with respect to any payments under a quarterly bonus plan or program, within which the period applicable to such plan or program; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion Bonus was earned and shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s less any taxes and the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason termination. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusiveother applicable withholdings.

Bonus. In addition to the Base Salary in Section 2(a), for each annual period commencing on the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “"Bonus Period”"), Executive shall be entitled to a bonus equal to a percentage of Executive’s 's Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “"Bonus”"); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria set by the Compensation Committee for the applicable period. In the event that the Employment Period ends before the end of the Bonus Period, Executive shall be entitled to a pro rata prorata portion of the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata prorata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s 's Bonus to be earned for each Bonus Period shall be set by on or before the beginning of the applicable Bonus Period, and Executive shall have the opportunity to meet with and discuss such criteria with the Compensation Committee or prior to the Board finalization of Directors of the Companysuch criteria. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 thirty (30) days after receipt the earlier of the Company’s audited financial reports for the calendar year in which end of the Bonus is calculated orPeriod or his Employment Period, with respect to as applicable. Notwithstanding the foregoing, for each such one-year period, the minimum Bonus that Executive shall receive for completion of any payments under a quarterly bonus plan or program, within of the performance criteria for that period applicable to such plan or program; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s $50,000.00 and the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason terminationmaximum Bonus shall be one (1) times his Base Salary for that year. In all matters related to setting the determination of performance criteria and paying the earned Bonus (including the determination of a pro rata amount)Bonus, the good faith determination of the Compensation Committee shall be deemed conclusiveact reasonably and in good faith with respect to Executive.

Bonus. During the Employment Term, in the sole discretion of the Board, following each calendar year of employment, the Employee may be eligible to receive a discretionary cash bonus, of up to thirty percent (30%) of the Employee’s Base Salary (the “Discretionary Annual Bonus”), based on the Employee’s achievement relative to certain performance goals (“Performance Goals”) to be established by the Board. The determination of whether the Employee has met the Performance Goals for any given year, and if so, the amount of any Discretionary Annual Bonus that will be paid for such year, if any, shall be determined by the Board in its sole and absolute discretion. In addition order to be eligible to earn or receive any Discretionary Annual Bonus the Employee must remain employed by the Company through and including the end of the year with respect to which such Discretionary Annual Bonus is awarded and earned. Any awarded Discretionary Annual Bonus will be paid no later than March 15th of the calendar year immediately following the calendar year with respect to which the Discretionary Annual Bonus was awarded (the “Bonus Payment Date”). Any bonus with respect to the Base Salary 2020 calendar year, if any, will be prorated to reflect the period during which the Employee was employed. Notwithstanding the foregoing, if the Company (A) terminates the Employee’s employment during the Employment Term without Cause pursuant to Section 4.4 or (B) in the event that this Agreement is terminated pursuant to Section 2(a4.1 as a result of the Employee’s death or Permanent Disability (as defined in, and pursuant to Section 4.2), for each annual period commencing on the Effective Date until in any case prior to the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus Period”), Executive shall be entitled to a bonus equal to a percentage of Executive’s Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria set by the Compensation Committee for the applicable period. In the event that the Employment Period ends before the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to which the Discretionary Annual Bonus is to be paid, the Employee may receive, at the discretion of the Board, a prorated portion of any payments under a quarterly bonus plan or programDiscretionary Annual Bonus, within that the period applicable to such plan or program; providedBoard, in its sole discretion, may award (prorated, as to any such calendar year, through the event date of a termination due to deathsuch termination), Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata which prorated portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and in any case on the Company’s performance through Bonus Payment Date (the month immediately preceding such death, Disability, Retirement or Good Reason termination. In all matters related to the determination of the earned “Prorated Bonus (including the determination of a pro rata amountPayment”), the good faith determination of the Compensation Committee shall be deemed conclusive.

Bonus. In addition 7.1 The Executive shall, subject to the Base Salary in Section 2(a), for each annual period commencing on the Effective Date until the last day satisfaction of the Employment Period (criteria set out below and subject to any adjustment as defined set forth in Section 4) (each such annual period being referred to as a “Bonus Period”)clause 6.2 above, Executive shall also be entitled to receive, within 30 days following the finalisation of the final audited results of WPP in respect of each financial year of WPP that occurs during the Term of Employment hereunder, a bonus equal determined by reference to the financial performance of WPP for the period to which such results relate payable, if in cash, in a lump sum. The amount of the bonus payable hereunder, which shall be deemed to accrue from day to day during the period to which it relates, shall be determined and based on three separate components, each comprising one-third of the amount of the bonus, as follows: (a) One component is based on financial performance of WPP measured against budgeted operating profit and cash flow to be agreed between the Executive and WPP in consultation with the Compensation Committee (but which shall be measured in the same way as WPP’s financial performance for the purpose of calculating bonus payments for the Company’s other senior executives). (b) One component is based on WPP’s performance relative to a percentage peer group of Executive’s Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall major public advertising companies. The peer group will be entitled to the Bonus only if Executive has met the performance criteria set reviewed by the Compensation Committee from time to time as necessary and any changes to the peer group will be notified to the Executive, provided always that the Compensation Committee will act reasonably and will consult with the Executive prior to making any changes to the companies in the peer group. The performance levels and the criteria for achieving them will be agreed between the Executive and the Compensation Committee in respect of each year and will take into account the following criteria inter alia: • Total shareholder return (i.e. share price appreciation plus reinvestment of dividends in shares); • Increase in operating profit; • Increase in earnings per share and/or operating margins. Adjustments shall be made in relation to WPP and the peer group of companies referred to above as necessary to enable an accurate comparison of performance to be made, provided always that the Compensation Committee will act reasonably and will consult with the Executive prior to making any such adjustments. (c) One component shall be based on the achievement of key strategic initiatives which shall be agreed by the Executive and the Compensation Committee as early as practicable during the relevant year. (d) For the purpose of determining the bonus payable to the Executive for the applicable periodcalendar year 2008 the term “WPP” as used in clause 7.1 shall mean WPP Group plc for the portion of such year ending on 18 November 2008 and WPP for the remainder of such year. In The total bonus comprising each of the event three components shall be targeted so as to equal 100 per cent of the Base Salary under clause 6.1 as at 31 December of the relevant year (calculated in accordance with Schedule 1) and the maximum bonus shall be 200 per cent of that Base Salary. 040607 UK Service Agreement (v11-0 0042219467) The Executive and the Compensation Committee may agree from time to time an alternative structure for determining the bonus payable under this clause, including the target and maximum amounts of that bonus. 7.2 If, either the Executive or the Company terminates the Term of Employment Period ends under this Agreement, for whatever reason (and in the Company’s case other than pursuant to clause 14.1 hereof) after the end of the performance period to which the bonus period refers but prior to the payment date of any such bonus, the Executive will continue to be treated on the same basis as if he were employed on the relevant payment date. For the avoidance of doubt, if the Executive or Company terminate the Term of Employment at any time before the end of the Bonus Period, performance period referred to then the Executive shall be entitled to a pro rata portion loses all and any rights under this clause and the Executive has no rights against the Company in respect of the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) same except as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled otherwise provided pursuant to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason termination. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusiveannual incentive plan.

Bonus. In addition to the Base Salary in Section 2(a), for each annual one (1) year period commencing on the Effective Date until the last day of during the Employment Period (as defined in Section 4) beginning with 2020 (each such annual period being referred to as a “Bonus Period”), Executive shall be entitled to a bonus with a target equal to 65% and a percentage maximum equal to 130% of Executive’s then-current Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria criteria/challenge targets set by the Compensation Committee for the applicable period. In the event that the Employment Period If Executive’s employment ends before the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that year (based on the number of days in which he Executive was employed during the year divided by 365) ), if any, as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive Executive’s employment was terminated for Cause (as defined in Section 6(d)) or Executive terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he Executive shall not be entitled to any Bonus for that yearthe year of such termination. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writingBoard. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination of employment by the Company without Cause (as defined in Section 6(d)), or due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or by Executive for Good Reason (as defined in Section 6(d)) by Executive), any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such deathtermination of employment; provided, Disabilityfurther, Retirement that no Bonus or Good Reason terminationpro rata portion thereof shall be paid later than 2½ months following the end of the calendar year for which the Bonus or pro rata portion thereof is earned. In all matters related to the determination of the earned Bonus Bonuses (including the determination of a the amounts of any Bonus and any pro rata amount, performance criteria, and whether performance criteria have been satisfied), the good faith determination of the Compensation Committee or the Board shall be deemed conclusive.

Bonus. In addition The Executive shall be eligible to participate in the Base Salary Revlon Executive Bonus Plan as in Section 2(a)effect from time to time, for each annual period commencing on or such plan or plans, if any, as may succeed it (the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus PeriodPlan”), Executive shall be entitled to a with maximum bonus equal to a percentage eligibility of Executive’s 100% of Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall be entitled to the Bonus only if Executive has met the for significantly over-achieving performance criteria objectives set by the Compensation Committee or its designee and target bonus eligibility of 75% of Base Salary for achieving performance objectives set by the applicable periodCompensation Committee or its designee, subject to the terms and conditions of such Bonus Plan (including that, for 2009, the Bonus Plan has been accrued at 50% of target if certain corporate performance objectives are achieved); provided, that, notwithstanding the terms of the Bonus Plan, the Company agrees that the Executive’s 2009 bonus shall not be pro-rated due to the Executive’s effective date of employment commencing later than January 1, 2009. In the event that the Employment Period ends before Executive’s employment shall terminate pursuant to Section 4.4 during any calendar year, the end Executive’s bonus with respect to the year during which such termination occurs shall be prorated for the actual number of days of active employment during such year and such bonus as prorated shall be payable (i) if and to the extent bonuses are payable to executives under the Bonus Plan for that year based upon achievement of the corporate objectives set for that year and not including any discretionary bonus amounts which may otherwise be payable to other executives despite non-achievement of bonus objectives for such year and (ii) on the date bonuses would otherwise be payable to executives under the Bonus PeriodPlan. Notwithstanding anything herein or contained in the Bonus Plan to the contrary, in the event that the Executive’s employment shall terminate pursuant to Section 4.4 during any calendar year, the Executive shall be entitled to a pro rata portion of receive the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, bonus (if not already paid) with respect to any payments under a quarterly bonus plan or program, within the period applicable year immediately preceding the year of termination (if bonuses with respect to such plan or program; provided, in the event year are payable to other executives based upon achievement of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall bonus objectives and not based upon discretionary amounts which may be paid to other executives despite non-achievement of bonus objectives) as soon as reasonably practical and when such bonuses would otherwise be payable to executives under the Bonus Plan, despite the fact that Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding may not be actively employed on such death, Disability, Retirement or Good Reason termination. In all matters related to the determination date of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusivepayment.

Bonus. In addition For services to be rendered during the Base Salary period from the Effective Date through the one-year anniversary of the Effective Date (the “Anniversary Date”), Executive will be paid a bonus of $175,000 (the “2019/2020 Bonus”) within thirty (30) days after the Anniversary Date, unless Executive resigns without Good Reason, or is terminated for Cause based on an act or omission that occurred, before the Anniversary Date. Beginning in Section 2(a)2020, for each annual period commencing on year during the Effective Date until Term in which Executive is employed by the Company as of the last day of such year, the Employment Period Board or the Compensation Committee of the Board (as defined in Section 4the “Compensation Committee”) (each such annual period being referred may grant to as a “Bonus Period”), Executive shall be entitled to a bonus equal to a percentage or bonuses based on overall performance of Executive’s Base Salary paid during each such one the Company and Executive (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”), which will be paid within 30 days after the audited year end financials are approved by the Audit Committee of the Company but in no event later than the end of the year following the year for which the Bonus is awarded; provided, however, for 2020 any discretionary bonus will take into account that the 2019/2020 Bonus provides bonus compensation to Executive for the period January 1, 2020 through the Anniversary Date. With respect to any Bonus (other than the 2019/2020 Bonus), the Compensation Committee, in its sole discretion, shall establish performance targets for the bonus year (based on overall performance of the Company and/or Executive), determine whether any bonuses will be entitled to awarded for such bonus year, and determine whether the Bonus only Company and/or Executive, as applicable, have achieved the targets for that year; and if Executive has met the performance criteria set by the Compensation Committee determines both that bonuses will be awarded for the applicable period. In the event a bonus year and that the Employment Period ends before Company and/or Executive, as applicable, have achieved the end targets for that year, then Executive will be awarded a bonus of 50% of Base Salary at target, subject to Executive’s being employed by the Company as of the Bonus Periodlast day of such year. Beginning in 2020, if Executive shall is not employed by the Company as of the last day of any full calendar year during the Term as the result of a termination by the Company for a reason other than Executive’s death, Disability or Cause, or a resignation by Executive for Good Reason, then Executive will be entitled eligible to be considered for a pro rata portion of the Bonus for that such year (based on the number of days in which he Executive was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, Company during such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under (a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination due to death, Disability (as defined in Section 6(d“Pro Rata Bonus”)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason termination. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusive.

Bonus. In addition to the Base Salary in Section 2(a), for each annual period commencing on the Effective Date until the last day of During the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus Period”)Term, the Executive shall be entitled eligible for an annual incentive payment (each an “Annual Bonus”) under the Company’s Executive 162(m) Bonus Plan, as amended or as may be amended from time to a time, or any successor annual bonus equal plan (the “Bonus Plan”). Subject to a percentage the next sentence, the Executive’s target bonus under the Bonus Plan shall be 55% of the Executive’s Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria set by the Compensation Committee for the applicable period. In the event that the Employment Period ends before the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that fiscal year (the “Target Bonus”) and his maximum bonus, based on the number of days in which he was employed during the year divided by 365) exceeding performance targets as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt be 165% of the CompanyExecutive’s audited financial reports Base Salary for the calendar applicable fiscal year in which (the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within “Maximum Bonus”). The Compensation Committee of the period applicable to such plan or program; providedBoard may, in its sole discretion, reduce the event percentage of the Target Bonus (and corresponding Maximum Bonus) and apply such Target amount to a termination due to death, Disability (as defined in Section 6(d)) long-term cash or Retirement (as defined in Section 6(d)) of equity incentive plan award for the Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion . Any Annual Bonus shall be paid in accordance with the terms and conditions of the Bonus Plan. The Compensation Committee shall set the performance goals at each level of the Bonuses (and any other levels) in its sole discretion, but shall consult with the Executive before doing so. The Bonus levels may be subject to an individual performance factor element and/or a discretionary portion as soon a condition of receiving or as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and a reduction of achievement of the Company’s specified performance through the month immediately preceding such death, Disability, Retirement or Good Reason terminationgoals at a bonus level. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount)addition, the good faith determination Executive agrees that any Bonus amounts received based on levels of achievement of performance goals shall be subject to repayment at the discretion of the Compensation Committee shall be deemed conclusivein the event, and to the extent, that the financial statements on which they are based are restated and the bonus amount would have been less if the restated numbers had been applied.

Bonus. In addition to the Base Salary, the Executive shall be eligible to receive an annual cash bonus on account of services rendered by him during each calendar year during the Employment Period. In accordance with the Merger Agreement, the Board of Directors, in consultation with the Chief Executive Officer, shall establish performance metrics (as such performance metrics may be amended or modified in the sole discretion of the Board of Directors during any calendar year to take into account any acquisitions, divestitures or non-recurring items or any other fundamental corporate transactions or changes, the “Performance Metrics”) to quantify the Company’s performance for any calendar year during the Employment Period. In the event that the Company meets or exceeds the annual Performance Metrics established by the Board of Directors, the Executive shall be entitled to receive, in addition to the Base Salary, a bonus of up to fifty percent (50%) of the Base Salary paid to the Executive on account of such calendar year (the “Bonus”). Subject to (i) the Executive remaining employed by the Company on the date the Bonus is determined, or (ii) the Executive being employed by the Company on the day immediately following the end of the applicable performance period in the event that the Company terminates the Executive’s employment without Cause, any Bonus payable to the Executive on account of any calendar year shall be paid to the Executive on or before the later of (x) March 15 of the year following the year for which the Bonus was earned and (y) the date on which the Board of Directors has been able to determine within a reasonable degree of certainty that the Performance Metrics have been met or exceeded and the amount of the Bonus due Executive. In addition to the Base Salary in Section 2(a)and Bonus, for each annual period commencing on the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus Period”), Executive shall be entitled to a bonus equal to a percentage of Executive(i) participate in the Company’s Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or long-term incentive program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria set by the Compensation Committee for the applicable period. In the event that the Employment Period ends before the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount terms and performance criteria for Executive’s Bonus conditions to be earned for each Bonus Period shall be set established by the Compensation Committee or the Board of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical practicable following the Closing, and (ii) be granted options, subject to Executive or Executive’s spouse or legal representative based upon Executive’s approval by the board of directors of Parent (the “Parent Board”), to purchase shares of Parent on terms and conditions to be established by the Company’s performance through Parent Board as soon as reasonably practicable following the month immediately preceding such death, Disability, Retirement or Good Reason terminationClosing.” 4. In all matters related to the determination Section 3.c. of the earned Bonus (including the determination of a pro rata amount), the good faith determination Agreement is deleted in its entirety. 5. Section 4.d. of the Compensation Committee shall be deemed conclusiveAgreement is deleted in its entirety. 6. Section 6.a.i. of the Agreement is amended in its entirety to read as follows:

Bonus. In addition to the Base Salary in Section 2(a), for each annual one (1) year period commencing on the Effective Date until the last day of during the Employment Period (as defined in Section 4) beginning January 11, 2021 (each such annual period being referred to as a “Bonus Period”), Executive shall be entitled to a bonus with a target equal to 50% and a percentage maximum equal to 100% of Executive’s then-current Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria criteria/challenge targets set by the Compensation Committee for the applicable period. In the event that the Employment Period If Executive’s employment ends before the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that year (based on the number of days in which he Executive was employed during the year divided by 365) ), if any, as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive Executive’s employment was terminated for Cause (as defined in Section 6(d)) or Executive terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he Executive shall not be entitled to any Bonus for that yearthe year of such termination. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writingBoard. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination of employment by the Company without Cause (as defined in Section 6(d)), or due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or by Executive for Good Reason (as defined in Section 6(d)) by Executive), any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such deathtermination of employment; provided, Disabilityfurther, Retirement that no Bonus or Good Reason terminationpro rata portion thereof shall be paid later than 2½ months following the end of the calendar year for which the Bonus or pro rata portion thereof is earned. In all matters related to the determination of the earned Bonus Bonuses (including the determination of a the amounts of any Bonus and any pro rata amount, performance criteria, and whether performance criteria have been satisfied), the good faith determination of the Compensation Committee or the Board shall be deemed conclusive.

Bonus. (a) In addition to the Base Salary Salary, the Executive shall participate in Section 2(a), Hanger’s current bonus plan for each annual period commencing on senior corporate officers (the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus PeriodPlan”), as approved by the Compensation Committee of the Board of Directors of Hanger (“Board of Directors”) in each calendar year during the term of this Agreement. The Executive’s target bonus is fifty percent (50%) of the Base Salary (the “Target Bonus”) and is contingent on the Executive meeting certain performance criteria and Hanger achieving certain year-end financial criteria, and up to one hundred percent (100%) of the Base Salary (the “Maximum Bonus”) if the Executive exceeds certain performance criteria and Hanger 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 a bonus equal to a percentage of Executive’s Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as increases in the “Target Bonus”); provided, however, Executive ” and the “Maximum Bonus” during the term hereof as shall be entitled to the Bonus only if Executive has met the performance criteria set determined and approved by the Compensation Committee of the Board of Directors in its sole discretion, taking account of the performance of Hanger, 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. Notwithstanding the foregoing, in the event that the Executive, Hanger or the Company fail to attain their minimum respective criteria in any given year, the Board of Directors and its Compensation Committee may, in their reasonable discretion, decline to award any bonus to the Executive. (b) The bonus shall be payable between January 1 and March 15 (inclusive) of the calendar year following the calendar year for which the applicable periodbonus is determined in accordance with the Company’s normal practices. In the event that the Employment Period ends before Executive is employed for less than the end of full calendar year in the Bonus Periodyear in which his Termination Date occurs (“Termination Year”), the bonus payable to the Executive shall be entitled subject to a pro rata portion Sections 4 and 5 of the Bonus for that year (this Agreement and calculated based on the number of days in which he was employed during the year divided by 365) Executive meeting certain performance criteria and Hanger achieving certain year-end financial criteria, all as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or of the Board of Directors Directors, in its sole discretion. Such bonus shall be pro-rated for the portion of the Termination Year during which the Executive was employed by the Company. Upon completion With respect to the bonus for the Termination Year, any bonus payable pursuant to this Section 3.2(b) shall be payable to the Executive between January 1 and March 15 (inclusive) of the criteria calendar year following the calendar year for which the applicable Bonus Period, such criteria shall be communicated to Executive bonus is determined in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of accordance with the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason termination. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusivenormal practices.

Bonus. In addition to the Base Salary in Section 2(a), for each annual period commencing on following the Effective Date until and ending on the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus Period”), Executive shall be entitled to a bonus equal to a percentage of Executive’s Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria set by the Compensation Committee for the applicable period. In the event that If the Employment Period ends before the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that year (based on the number of days in which he Executive was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he Executive shall not be entitled to any Bonus for that yearthe year of such termination. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writingBoard. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination of employment by the Company without Cause (as defined in Section 6(d)), or due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or by Executive for Good Reason (as defined in Section 6(d)) by Executive), any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such deathtermination of employment; provided, Disabilityfurther, Retirement that no Bonus or Good Reason terminationpro rata portion thereof shall be paid later than 2½ months following the end of the calendar year for which the Bonus or pro rata portion thereof is earned. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee or the Board shall be deemed conclusive.

Bonus. In addition to the Base Salary in Section 2(a), for each annual period commencing based on each fiscal year of the Effective Date until the last day of Company during the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus Period”), Executive Employee shall be entitled to a bonus equal to a percentage of ExecutiveEmployee’s Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive Employee shall be entitled to the Bonus only if Executive Employee has met the performance criteria set by the Compensation Committee for the applicable period. In the event that the Employment Period ends before the end of the Bonus Period, Executive Employee shall be entitled to a pro rata prorata portion of the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata prorata basis, unless Executive Employee was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d6(e)) in which event he shall not be entitled to any Bonus for that year. Executive Employee acknowledges that the amount and performance criteria for ExecutiveEmployee’s Bonus to be earned for each Bonus Period shall be set on or before the beginning of the applicable Bonus Period in the form of a Target Bonus award expressed as a percentage of the then current base salary. The Target Bonus will be determined from competitive data and reviewed and approved by the Compensation Committee or and will be in force for the Board of Directors duration of the CompanyAgreement. Upon completion Each year prior to the performance period, the Employee shall have the opportunity to meet with and discuss the general award criteria with the Compensation Committee prior to the finalization of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writingcriteria. If Executive Employee successfully meets the performance criteria established by the Compensation Committee, Employer Committee the exact bonus payment will be determined based upon performance against the award criteria expressed as a percent of the Target Bonus. The Company shall pay Executive Employee the earned Bonus amount within 30 the earlier of: (i) thirty days (30) from the submission of the preliminary audit results for the end of the fiscal year; (ii) ninety days (90) days after receipt the end of the Company’s audited financial reports for Bonus Period; (iii) thirty (30) days after his Employment Period, as applicable; or, (iv) March 15 of the calendar year in which following the end of the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason termination. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusivePeriod.

Bonus. (a) In addition to the Base Salary Salary, Executive shall participate in Section 2(a), Hanger’s current bonus plan for each annual period commencing on senior corporate officers (the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus PeriodPlan”), as approved by the Compensation Committee of the Board of Directors of Hanger (“Board of Directors”) in each calendar year during the term of this Agreement. Executive’s target bonus is fifty percent (50%) of the Base Salary (the “Target Bonus”) and is contingent on Executive meeting certain performance criteria and Hanger achieving certain year-end financial criteria, and up to one hundred percent (100%) of the Base Salary (the “Maximum Bonus”) if Executive exceeds certain performance criteria and Hanger exceeds certain year-end financial criteria all as determined in the reasonable discretion of the Board of Directors and its Compensation Committee. Executive shall be entitled to a bonus equal to a percentage of Executive’s Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as increases in the “Target Bonus”); provided, however, Executive ” and the “Maximum Bonus” during the term hereof as shall be entitled to the Bonus only if Executive has met the performance criteria set determined and approved by the Compensation Committee of the Board of Directors in its sole discretion, taking account of the performance of Hanger, the Company and Executive, and other factors generally considered relevant to the salaries of executives holding similar positions with enterprises comparable to the Company. Notwithstanding the foregoing, in the event that Executive, Hanger or the Company fail to attain their minimum respective criteria in any given year, the Board of Directors and its Compensation Committee may, in their reasonable discretion, decline to award any bonus to Executive. (b) The bonus shall be payable between January 1 and March 15 (inclusive) of the calendar year following the calendar year for which the applicable periodbonus is determined in accordance with the Company’s normal practices. In the event that Executive is employed for less than the Employment Period ends before full calendar year in the end of year in which his Termination Date occurs (“Termination Year”), the Bonus Period, bonus payable to Executive shall be entitled subject to a pro rata portion Sections 4 and 5 of the Bonus for that year (this Agreement and calculated based on the number of days in which he was employed during the year divided by 365) Executive meeting certain performance criteria and Hanger achieving certain year-end financial criteria, all as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or of the Board of Directors Directors, in its sole discretion. Such bonus shall be pro-rated for the portion of the Termination Year during which Executive was employed by the Company. Upon completion With respect to the bonus for the Termination Year, any bonus payable pursuant to this Section 3.2(b) shall be payable to Executive between January 1 and March 15 (inclusive) of the criteria calendar year following the calendar year for which the applicable Bonus Period, such criteria shall be communicated to Executive bonus is determined in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of accordance with the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason termination. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusivenormal practices.

Bonus. In addition Subject to the Base Salary provisions of the EOIP, the provisions of Paragraph 14 and subparagraphs (ii) and (iii) below, Executive shall be entitled to a cash Bonus for each Fiscal Year, as follows: i. Executive’s Bonus may range from 0% to 185% of the Target Bonus and shall be based on the Performance Assessment of Executive for the applicable Fiscal Year evaluated on the basis of the Performance Criteria. Performance Criteria may include both ABM and individual objectives, may be both qualitative and quantitative in Section 2(anature and, except with respect to the Fiscal Year ending October 31, 2015 (the “2015 Fiscal Year”), for each annual period commencing on shall be established and communicated to Executive within 90 days after the Effective Date until the last day beginning of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus Period”)Fiscal Year for which they apply. For the 2015 Fiscal Year, Executive shall be entitled to a bonus amount equal to the sum of (A) a percentage of Executive’s Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria set by the Compensation Committee for the applicable period. In the event that the Employment Period ends before the end of the Bonus Period, Executive shall be entitled to a pro rata prorated portion of the Bonus bonus amount for that year (the fraction of the 2015 Fiscal Year completed prior to March 31, 2015, based on the number bonus program established for Executive at the beginning of days in which he was employed during the 2015 Fiscal Year, including his position on the first day of such Fiscal Year, and the Company's actual financial performance for the entire Fiscal Year as compared to the financial performance goals for the year divided by 365and (B) as determined a prorated portion of the bonus amount for the fraction of the 2015 Fiscal Year completed after March 31, 2015, based on satisfaction the bonus program established for Executive as the President and Chief Executive Officer for the remainder of the 2015 Fiscal Year and the Company's actual financial performance criteria for that period on a pro rata basisthe entire Fiscal Year as compared to the financial performance goals for the year, unless Executive was terminated with such sum subject to the terms and conditions of the EOIP including any overriding actual financial performance requirement for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that yearthe entire Fiscal Year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the The Compensation Committee or the Board CEO Committee (or members of Directors such committees) may seek the views of members of the Company. Upon completion of Board with respect to whether the criteria for Performance Criteria have been achieved, provided that the applicable Bonus Period, such criteria Performance Assessment shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established solely determined by the Compensation Committee, Employer . The determination of the Bonus amount for each Fiscal Year shall be determined by the CEO Committee. ii. ABM shall pay Executive the earned Bonus amount for each Fiscal Year as soon as practicable following completion of the audit of ABM’s financial statements for such Fiscal Year and within 30 10 days after receipt determination of the Company’s audited financial reports for Bonus by the CEO Committee. Notwithstanding the foregoing, the Bonus shall be paid no later than March 15th of the year following the end of the calendar year in which the Bonus is calculated orearned. In the event of termination of employment hereunder other than a termination under Paragraph 14B or a termination under Paragraph 14C, ABM shall pay Executive a prorated portion of the Bonus for the fraction of the Fiscal Year completed prior to the date of termination, based on (A) the Company’s actual financial performance for the entire Fiscal Year as compared to the financial performance goals for the year and a multiplier of 1.0 and (B) target level of performance with respect to any payments under Executive’s individual objectives for such year and a quarterly bonus plan or program, within the period applicable to such plan or program; providedmultiplier of 1.0, in each case subject to the event terms and conditions of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) the EOIP including any overriding actual financial performance requirement for the entire Fiscal Year. The prorated portion of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion the Bonus shall be paid at such time as soon as reasonably practical bonuses are paid to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such deathemployees generally, Disability, Retirement or Good Reason termination. In all matters related to the determination but in no event later than March 15th of the earned year following the end of the calendar year in which the Bonus (including the determination of a pro rata amount)is earned. iii. Absent bad faith or material error, the good faith determination any conclusions of the Compensation Committee or the CEO Committee with respect to the Performance Criteria, the Performance Assessment, or the actual Bonus shall be final and binding upon Executive and ABM. iv. Notwithstanding any other provision of this Agreement, the CEO Committee may, no later than 90 days after the beginning of any Fiscal Year (but in no event later than the date required for the Bonus to qualify as performance-based compensation within the meaning of Section 162(m)), approve and notify Executive of a modification to the Target Bonus or the bonus range set forth in subparagraph (i) above. The CEO Committee’s decision in this regard shall be deemed conclusivefinal and binding on Executive. In addition, the CEO Committee may grant a discretionary incentive bonus to Executive at any time in its sole discretion.

Bonus. In addition to the Base Salary in Section 2(a), Executive will be eligible for each annual period commencing on the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to a performance-based bonus as a participant in the Company’s Management Incentive Plan (“Bonus PeriodMIP”), which shall set annual target incentives for the Executive and other senior ranking employees that are determined by the Compensation Committee, and that in the case of the Executive, up to 60% of such annual target incentives may be based on Company performance measures such as GAAP revenue or Adjusted EBITDA based on the Company’s annual budget for such year, or such other measures as determined by the Committee for the fiscal year. The Company will target an annual bonus payout of 30% of the Executive’s Base Salary for the year for which the such bonus is applicable (the “Target Bonus”) based on whether the company and individual performance objectives specified in such year’s MIP framework for the Executive have been met. Executive understands and acknowledges that (i) he must be an employee of the Company on December 31st of any given fiscal year in order to be eligible to receive all or any portion of a bonus for such fiscal year, provided that, upon a termination without Cause, for Good Reason, death or Disability, the Executive shall be entitled to receive a prorated portion of such bonus equal to a percentage of Executive’s Base Salary paid during each such one (1) year for the period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall be entitled up to the Bonus only if deemed date of termination, and ii) for the fiscal year ending December 31, 2020, such bonus will be prorated based on the actual time in which Executive has met was employed for such fiscal year. Upon meeting the performance criteria set thresholds established by the Compensation Committee in the MIP for any such year, the applicable periodactual bonus payout for such year will be no less than 100% of the Target Bonus, but may be reduced to as low as 50% of the Target Bonus for partial performance. In Executive understands and acknowledges that the Compensation Committee may set minimum revenue thresholds, below which no Company performance or individual performance bonuses are paid, except for discretionary bonuses approved by the Compensation Committee. However, the Executive shall also be eligible to receive up to 150% of the Target Bonus in the event that the Employment Period ends before Company’s and/or the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of Executive’s performance exceeds the performance criteria thresholds set for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any the Target Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company. Upon completion of meets the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria 150% payout established by the Compensation Committee. The Company agrees to work with Executive in good faith to establish mutually agreed upon reasonable MIP performance objectives for the fiscal year ending December 31, Employer shall pay Executive the earned Bonus amount 2020 within 30 forty-five (45) days after receipt of the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event Effective Date of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason termination. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusivethis Agreement.

Bonus. In addition to the Base Salary in Section 2(a), for each annual period commencing on the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus Period”), The Executive shall be entitled eligible to a participate in any bonus equal to a percentage of Executive’s Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or compensation program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall that may be entitled to the Bonus only if Executive has met the performance criteria set established by the Compensation Committee for the applicable period. In the event that the Employment Period ends before the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of Holdings or, if Holdings ceases to own all of WellCare's issued and outstanding shares of common stock, then the Company. Upon completion Board of Directors of WellCare (in either case, the "Board") for the benefit of senior executives of the criteria for the applicable Bonus Period, WellCare Companies. Any such criteria bonus compensation shall be communicated payable in the form of cash, to Executive in writing. If Executive successfully meets the performance criteria established be paid by the Compensation Committee, Employer shall pay Executive the earned Bonus amount Company within 30 days after the receipt and approval by the Board of the Company’s WellCare Companies' audited fiscal year-end financial reports statements. The determination of the bonus amount for any such fiscal year (or part thereof) shall be based upon the satisfaction of performance criteria for such fiscal year that will be established by the compensation committee of the Board (the "Compensation Committee") (or the full Board, if no such committee shall exist) in its discretion and upon consultation with the Chief Executive Officer by no later than the earlier of 90 days after the Board has approved the WellCare Companies' budget for such fiscal year or the end of the first fiscal quarter of such fiscal year. Such performance criteria will include corporate performance goals consistent with the WellCare Companies' business plan and budget for such fiscal year, as well as individual objectives for the calendar year Executive's performance that are separate from, but are consistent with, such WellCare Companies' business plan and budget. The final determinations as to the actual corporate and individual performance against the pre-established goals and objectives, and the amounts of the bonus payout in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable relationship to such plan performance, shall be made by the Compensation Committee (or program; providedBoard, as applicable) in its sole discretion, based on the input and recommendations of the Chief Executive Officer. The Executive's initial annual bonus potential shall be 50% of the Base Salary, provided that, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of extraordinary performance by both the WellCare Companies and Executive, based upon actual corporate and individual performance against the pre-established goals and objectives as determined by the Compensation Committee (or Good Reason (Board, as defined applicable) in Section 6(d)) by its sole discretion, the Executive's annual bonus potential shall be 75% of the Base Salary. Notwithstanding the foregoing, in the case of any partial calendar year during the Employment Period, if the Compensation Committee or Board determines pursuant to the preceding sentence that a bonus is payable with respect to such year, any pro rata portion such bonus shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding pro rata for such death, Disability, Retirement or Good Reason termination. In all matters related to the determination portion of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusivecalendar year.

Bonus. In addition to the Base Salary in Section 2(a), for each annual period commencing on following the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus Period”), Executive shall be entitled to a bonus equal to a percentage of Executive’s Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria set by the Compensation Committee for the applicable period. In the event that If the Employment Period ends before the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was Executive’s employment with the Company has been terminated for Cause (as defined in Section 6(d)) or Employee has terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee of the Company or the Board of Directors of the Company, and Executive shall have the opportunity to meet with and discuss such criteria with the Compensation Committee prior to the finalization of such criteria. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or programcalculated; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason termination. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusive.

Bonus. In addition to the Base Salary in Section 2(a), for each annual one (1) year period commencing on the Effective Date until the last day of during the Employment Period (as defined in Section 4) beginning with 2020 (each such annual period being referred to as a “Bonus Period”), Executive shall be entitled to a bonus with a target equal to a percentage 90% of Executive’s then-current Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria set by the Compensation Committee for the applicable period. In the event that the Employment Period If Executive’s employment ends before the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that year (based on the number of days in which he Executive was employed during the year divided by 365) ), if any, as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive Executive’s employment was terminated for Cause (as defined in Section 6(d)) or Executive terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he Executive shall not be entitled to any Bonus for that yearthe year of such termination. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writingBoard. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination of employment by the Company without Cause (as defined in Section 6(d)), or due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or by Executive for Good Reason (as defined in Section 6(d)) by Executive), any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such deathtermination of employment; provided, Disabilityfurther, Retirement that no Bonus or Good Reason terminationpro rata portion thereof shall be paid later than 2½ months following the end of the calendar year for which the Bonus or pro rata portion thereof is earned. In all matters related to the determination of the earned Bonus Bonuses (including the determination of a the amounts of any Bonus and any pro rata amount, performance criteria, and whether performance criteria have been satisfied), the good faith determination of the Compensation Committee or the Board shall be deemed conclusive.

Bonus. (a) In addition to the Base Salary Salary, the Executive shall participate in Section 2(a), Hanger’s current bonus plan for each annual period commencing on senior corporate officers (the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus PeriodPlan”), as approved by the Compensation Committee of the Board of Directors of Hanger (“Board of Directors”) in each calendar year during the term of this Agreement commencing with the 2009 calendar year. The Executive’s target bonus is fifty percent (50%) of the Base Salary (the “Target Bonus”) and is contingent on the Executive meeting certain performance criteria and Hanger achieving certain year-end financial criteria, and up to one hundred percent (100%) of the Base Salary (the “Maximum Bonus”) if the Executive exceeds certain performance criteria and Hanger 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 a bonus equal to a percentage of Executive’s Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as increases in the “Target Bonus”); provided, however, Executive ” and the “Maximum Bonus” during the term hereof as shall be entitled to the Bonus only if Executive has met the performance criteria set determined and approved by the Compensation Committee of the Board of Directors in its sole discretion, taking account of the performance of Hanger, 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. Notwithstanding the foregoing, in the event that the Executive, Hanger or the Company fail to attain their minimum respective criteria in any given year, the Board of Directors and its Compensation Committee may, in their reasonable discretion, decline to award any bonus to the Executive. (b) The bonus described in Section 3.2(a) shall be payable between January 1 and March 15 (inclusive) of the calendar year following the calendar year for which the applicable periodbonus is determined in accordance with the Company’s normal practices. In the event that the Employment Period ends before Executive is employed for less than the end of full calendar year in the Bonus Periodyear in which his Termination Date occurs (“Termination Year”), the bonus payable to the Executive shall be entitled subject to a pro rata portion Sections 4 and 5 of the Bonus for that year (this Agreement and calculated based on the number of days in which he was employed during the year divided by 365) Executive meeting certain performance criteria and Hanger achieving certain year-end financial criteria, all as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or of the Board of Directors Directors, in its sole discretion. Such bonus shall be pro-rated for the portion of the Termination Year during which the Executive was employed by the Company. Upon completion With respect to the bonus for the Termination Year, any bonus payable pursuant to this Section 3.2(b) shall be payable to the Executive between January 1 and March 15 (inclusive) of the criteria calendar year following the calendar year for which the applicable Bonus Period, such criteria shall be communicated to Executive bonus is determined in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of accordance with the Company’s audited financial reports for normal practices. (c) In addition to the calendar year bonus set forth in which Section 3.2(a) of this Agreement, so long as Executive shall remain employed, without interruption, by the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or programCompany, within forty-five (45) days after providing the period applicable to such plan or program; providedCompany with a fully-executed original of this Agreement, but in no event later than March 15, 2009, the Company will pay Executive a one-time bonus in the event form of a lump sum cash payment of Fifty Thousand Dollars ($50,000.00), less all applicable payroll taxes and other normal deductions (“Sign-On Bonus”), upon the terms and conditions set forth in the Promissory Note to be executed by Executive as maker and in favor of the Company as holder, pursuant to which Executive shall be obligated to repay the Sign-On Bonus to the Company immediately upon the termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, ’s employment pursuant to Section 4.3 or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason termination. In all matters related 4.5 of this Agreement prior to the determination one (1) year anniversary date of the earned Bonus (including the determination of a pro rata amount)Commencement Date, the good faith determination of the Compensation Committee shall all among such other terms and conditions as may be deemed conclusiveincluded in such Promissory Note.

Bonus. In addition to the Base Salary in Section 2(a), for each annual period commencing on the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus Period”), Executive shall be entitled to a bonus equal to a percentage of Executive’s Base Salary paid during each such one (1) year year-period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria set by the Compensation Committee for the applicable period. In the event that the Employment Period ends before the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) ), in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company, and Executive shall have the opportunity to meet with and discuss such criteria with the Compensation Committee prior to the finalization of such criteria. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or programcalculated; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason termination. Notwithstanding the foregoing, for each such one-year period, the minimum Bonus that Executive shall receive for completion of any of the performance criteria for that period shall be $50,000. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusive.

Bonus. In addition to the Base Salary in Section 2(a), Executive will be eligible for each annual period commencing on the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to a performance-based bonus as a participant in the Company’s Management Incentive Plan (“Bonus PeriodMIP”), which shall set annual target incentives for the Executive and other senior ranking employees that are determined by the Compensation Committee, and that in the case of the Executive, up to 80% of such annual target incentives may be based on Company performance measures such as GAAP revenue or Adjusted EBITDA based on the Company’s annual budget for such year, or such other measures as determined by the Committee for the fiscal year. The Company will target an annual bonus payout of 66-2/3% of the Executive’s Base Salary for the year for which such bonus is applicable (the “Target Bonus”) based on whether the company and individual performance objectives specified in such year’s MIP framework for the Executive have been met. Executive understands and acknowledges that (i) he must be an employee of the Company on December 31st of any given fiscal year in order to be eligible to receive all or any portion of a bonus for such fiscal year, provided that, upon a termination without Cause, for Good Reason, death or Disability, the Executive shall be entitled to receive a prorated portion of such bonus equal to a percentage of Executive’s Base Salary paid during each such one (1) year for the period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall be entitled up to the Bonus only if deemed date of termination, and ii) for the fiscal year ending December 31, 2020, such bonus will be prorated based on the actual time in which Executive has met was employed for such fiscal year. Upon meeting the performance criteria set thresholds established by the Compensation Committee in the MIP for any such year, the applicable periodactual bonus payout for such year will be no less than 100% of the Target Bonus, but may be reduced to as low as 50% of the Target Bonus for partial performance. In Executive understands and acknowledges that the Compensation Committee may set minimum revenue thresholds, below which no Company performance or individual bonuses are paid, except for discretionary bonuses approved by the Compensation Committee. However, the Executive shall also be eligible to receive up to 150% of the Target Bonus in the event that the Employment Period ends before Company’s and/or the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of Executive’s performance exceeds the performance criteria thresholds set for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any the Target Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company. Upon completion of meets the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria 150% payout established by the Compensation Committee. The Company agrees to work with Executive in good faith to establish mutually agreed upon reasonable MIP performance objectives for the fiscal year ending December 31, Employer shall pay Executive the earned Bonus amount 2020 within 30 forty-five (45) days after receipt of the Company’s audited financial reports for Effective Date of this Agreement. During the calendar year in which first two years from the Bonus is calculated orEffective Date, with respect the Company shall have the right to pay 60% of any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, payable in the event form of Notes in a termination due to death, Disability (as defined in manner consistent with Section 6(d)3(a)(2) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason termination. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusiveabove.

Bonus. (a) In addition to the Base Salary Salary, the Executive shall participate in Section 2(a), Hanger’s current bonus plan for each annual period commencing on senior corporate officers (the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus PeriodPlan”), as approved by the Compensation Committee of the Board of Directors in each calendar year during the term of this Agreement. As of the date of this Amended and Restated Employment Agreement, the Executive’s target bonus is one hundred percent (100%) of the Base Salary (the “Target Bonus”) and is contingent on the Executive meeting certain performance criteria and Hanger achieving certain year-end financial criteria, and up to two hundred percent (200%) of the Base Salary (the “Maximum Bonus”) if the Executive exceeds certain performance criteria and Hanger 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 a bonus equal to a percentage of Executive’s Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as increases in the “Target Bonus”); provided, however, Executive ” and the “Maximum Bonus” during the term hereof as shall be entitled to the Bonus only if Executive has met the performance criteria set determined and approved by the Compensation Committee of the Board of Directors in its sole discretion, taking account of the performance of Hanger, the Company and the Executive, and other factors generally considered relevant to the salaries of executives holding similar positions with enterprises comparable to Hanger. Notwithstanding the foregoing, in the event that the Executive, Hanger or the Company fail to attain their minimum respective criteria in any given year, the Board of Directors and its Compensation Committee may, in their reasonable discretion, decline to award any bonus to the Executive. (b) The bonus described in Section 3.2(a) shall be payable between January 1 and March 15 (inclusive) of the calendar year following the calendar year for which the applicable periodbonus is determined in accordance with the Company’s normal practices. In the event that the Employment Period ends before Executive is employed for less than the end of full calendar year in the Bonus Periodyear in which his Termination Date occurs (“Termination Year”), the bonus payable to the Executive shall be entitled subject to a pro rata portion Sections 4 and 5 of the Bonus for that year (this Agreement and calculated based on the number of days in which he was employed during the year divided by 365) Executive meeting certain performance criteria and Hanger achieving certain year-end financial criteria, all as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or of the Board of Directors Directors, in its sole discretion. Such bonus shall be pro-rated for the portion of the Termination Year during which the Executive was employed by the Company. Upon completion With respect to the bonus for the Termination Year, any bonus payable pursuant to this Section 3.2(b) shall be payable to the Executive between January 1 and March 15 (inclusive) of the criteria calendar year following the calendar year for which the applicable Bonus Period, such criteria shall be communicated to Executive bonus is determined in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of accordance with the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason termination. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusivenormal practices.

Bonus. In addition to the Base Salary in Section 2(a)Salary, for the Executive shall be eligible to receive an annual cash bonus on account of services rendered by him during each annual period commencing on calendar year during the Effective Date until Employment Period. In accordance with the last day Merger Agreement, the Board of Directors of the Employment Period Company (as defined in Section 4) (each such annual period being referred to as a the “Bonus PeriodBoard”), in consultation with the Chief Executive Officer, shall establish performance metrics (as such performance metrics may be entitled amended or modified in the sole discretion of the Board during any calendar year to a bonus equal to a percentage of Executive’s Base Salary paid during each such one (1) year period (such bonustake into account any acquisitions, including divestitures or non-recurring items or any applicable bonuses under any quarterly bonus plan other fundamental corporate transactions or program during such period are referred to herein collectively as changes, the “BonusPerformance Metrics”); provided, however, Executive shall be entitled ) to quantify the Bonus only if Executive has met Company’s performance for any calendar year during the performance criteria set by the Compensation Committee for the applicable periodEmployment Period. In the event that the Employment Period ends before Company meets or exceeds the end of annual Performance Metrics established by the Bonus PeriodBoard, the Executive shall be entitled to receive, in addition to the Salary, a pro rata portion bonus of up to fifty percent (50%) of the Salary paid to the Executive on account of such calendar year (the “Bonus”). Subject to (i) the Executive remaining employed by the Company on the date the Bonus is determined, or (ii) the Executive being employed by the Company on the day immediately following the end of the applicable performance period in the event that the Company terminates the Executive’s employment without Cause, any Bonus payable to the Executive on account of any calendar year shall be paid to the Executive on or before the later of (x) March 15 of the year following the year for which the Bonus was earned and (y) the date on which the Board has been able to determine within a reasonable degree of certainty that the Performance Metrics have been met or exceeded and the amount of the Bonus for that year due Executive. In addition to the Salary and Bonus, the Executive shall (based i) participate in the Company’s long-term incentive program on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount terms and performance criteria for Executive’s Bonus conditions to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid Board as soon as reasonably practical practicable following the Closing, and (ii) be granted options, subject to Executive or Executive’s spouse or legal representative based upon Executive’s approval by the board of directors of Parent (the “Parent Board”), to purchase shares of Parent on terms and conditions to be established by the Company’s performance through Parent Board as soon as reasonably practicable following the month immediately preceding such death, Disability, Retirement or Good Reason terminationClosing.” 4. In all matters related to the determination Section 4(d) of the earned Bonus (including the determination of a pro rata amount), the good faith determination Agreement is deleted in its entirety. 5. Section 6.1(a) of the Compensation Committee shall be deemed conclusive.Agreement is amended in its entirety to read as follows:

Bonus. In addition to the Base Salary described in Section 2(a), for each annual period commencing on the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as period, a “Bonus Period”), Executive shall be entitled to a bonus equal of up to a percentage of 0.75 times Executive’s Base Salary paid during each such one Bonus Period (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive that the amount of any such Bonus shall be entitled to in the Bonus only if Executive has met sole discretion of the Compensation Committee or the Board taking into account the performance criteria set of Executive and the Company, and that any such Bonus may be paid in cash or through grants of stock options or restricted stock or any combination of cash and grants of stock options or restricted stock as determined by the Compensation Committee for or the applicable periodBoard in its discretion. In the event that the Employment Period ends before the end of the a Bonus Period, pursuant to the provisions of Section 6, Executive shall be entitled to a pro rata portion of the Bonus for that year such Bonus Period (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of by the performance criteria for that period on a pro rata basisCompensation Committee or the Board in its sole discretion, unless Executive was terminated for Cause (as defined in Section 6(d6(g)) or terminated his employment as through a Voluntary Termination (as defined in Section 6(d6(g)) ), in which event he shall not be entitled to any Bonus for that yearsuch Bonus Period. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of Board, and Executive shall have the Company. Upon completion of the criteria for the applicable Bonus Period, opportunity to meet with and discuss such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by with the Compensation Committee, Employer Committee or Board prior to the finalization of such criteria. The Company shall pay Executive the earned any Bonus amount within 30 days after receipt of the CompanyCompensation Committee or Board’s audited financial reports for final determination regarding whether to pay, and the calendar year in which the Bonus is calculated oramount of, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or programBonus; provided, provided that in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executivetermination, any pro rata portion Bonus amount shall be paid in accordance with Section 6. Notwithstanding any other provision of this Section 2(b), any final determination by the Compensation Committee or Board with respect to a Bonus Period shall be made, and any Bonus payable with respect to a Bonus Period shall be paid in a lump sum as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and specified above, not later than 2½ months after the Company’s performance through end of the month immediately preceding such death, Disability, Retirement or Good Reason terminationBonus Period for which the Bonus is paid. In all matters related to the determination of the Bonus earned Bonus by Executive (including the determination of a pro rata amount), the good faith determination of the Compensation Committee or Board shall be deemed conclusive.

Bonus. (a) The Employee will be eligible to receive a one-time cash signing bonus of $50,000 (the “Signing Bonus”), which will be paid as soon as practicable following the Commencement Date subject to and in accordance with the Company’s regular payroll practices. (b) In addition addition, the Employee will be eligible to receive a performance-based annual bonus for each fiscal year in which she is employed by the Company in the capacity of Vice President, General Counsel. This bonus shall be based upon reasonably attainable annual quantitative and qualitative performance objectives established by the Board or the Chief Executive Officer. The Employee’s annual bonus level target shall be set at 30 percent (30%) of the Employee’s base salary for the currently applicable fiscal year and shall be subject to adjustment thereafter by the Board or the Chief Executive Officer. The Board or the Chief Executive Officer will determine, in its sole discretion, based upon its review of the achievement of the performance objectives for a given fiscal year, whether (and in what amount) a bonus award is payable to the Base Salary in Section 2(a)Employee. Any bonus awarded to the Employee for fiscal year 2014 will be prorated for the Employee’s length of service within such year; provided, for each however, that notwithstanding the Commencement Date, the Board or Chief Executive Officer, as applicable, shall determine the Employee’s 2014 annual period commencing bonus, if any, as if the Employee had commenced employment with the Company on February 1, 2014. To be eligible to receive a bonus award, the Employee must be an active employee on the Effective Date until date any such bonuses are distributed. (c) If the last day of the Employment Period Employee voluntarily resigns her employment other than for Good Reason (as defined in Section 4) (each such annual period being referred to as a “Bonus Period”4.2), Executive shall be entitled to a bonus equal to a percentage of Executive’s Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as if the “Bonus”); provided, however, Executive shall be entitled to Company terminates the Bonus only if Executive has met the performance criteria set by the Compensation Committee for the applicable period. In the event that the Employment Period ends before the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated Employee for Cause (as defined in Section 6(d)4.3) (i) before the first anniversary of the Commencement Date, the Employee shall repay, on a pre-tax basis, the Signing Bonus and a pro-rated portion of her 2014 annual bonus, if any, attributable to the period beginning February 1, 2014 and ending on the day immediately preceding the Commencement Date (together such amounts, the “Repayment Amount”) or terminated his employment as (ii) on or after the first anniversary of the Commencement Date but before the second anniversary of the Commencement Date, the Employee shall repay, on a Voluntary Termination pre-tax basis, fifty percent (as defined in 50%) of the Signing Bonus. Any amounts required to be repaid pursuant to this Section 6(d)3.2(c) in which event he shall be deducted from any amounts due to the Employee from the Company, including without limitation any salary, commissions, bonuses, vacation or other paid leave, severance or separation pay, and expense reimbursements, subject to applicable law. If such deduction does not be entitled to any Bonus for that year. Executive acknowledges that fully satisfy the amount and performance criteria for Executive’s Bonus required to be earned for each Bonus Period shall be set by repaid to the Compensation Committee or Company, the Board Employee agrees to repay the remaining unpaid balance of Directors any such amount to the Company within thirty (30) days of the Company. Upon completion termination of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the CompanyEmployee’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason termination. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusiveemployment.

Bonus. In addition to the Base Salary described in Section 2(a), for each annual period commencing on the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as period, a “Bonus Period”), Executive shall be entitled to a bonus equal of up to a percentage of 1.0 times Executive’s Base Salary paid during each such one Bonus Period (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive that the amount of any such Bonus shall be entitled to in the Bonus only if Executive has met sole discretion of the Compensation Committee or the Board taking into account the performance criteria set of Executive and the Company, and that any such Bonus may be paid in cash or through grants of stock options or restricted stock or any combination of cash and grants of stock options or restricted stock as determined by the Compensation Committee for or the applicable periodBoard in its discretion. In the event that the Employment Period ends before the end of the a Bonus Period, pursuant to the provisions of Section 6, Executive shall be entitled to a pro rata portion of the Bonus for that year such Bonus Period (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of by the performance criteria for that period on a pro rata basisCompensation Committee or the Board in its sole discretion, unless Executive was terminated for Cause (as defined in Section 6(d6(g)) or terminated his employment as through a Voluntary Termination (as defined in Section 6(d6(g)) ), in which event he shall not be entitled to any Bonus for that yearsuch Bonus Period. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of Board, and Executive shall have the Company. Upon completion of the criteria for the applicable Bonus Period, opportunity to meet with and discuss such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by with the Compensation Committee, Employer Committee or Board prior to the finalization of such criteria. The Company shall pay Executive the earned any Bonus amount within 30 days after receipt of the CompanyCompensation Committee or Board’s audited financial reports for final determination regarding whether to pay, and the calendar year in which the Bonus is calculated oramount of, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or programBonus; provided, provided that in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executivetermination, any pro rata portion Bonus amount shall be paid in accordance with Section 6. Notwithstanding any other provision of this Section 2(b), any final determination by the Compensation Committee or Board with respect to a Bonus Period shall be made, and any Bonus payable with respect to a Bonus Period shall be paid in a lump sum as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and specified above, not later than 2½ months after the Company’s performance through end of the month immediately preceding such death, Disability, Retirement or Good Reason terminationBonus Period for which the Bonus is paid. In all matters related to the determination of the Bonus earned Bonus by Executive (including the determination of a pro rata amount), the good faith determination of the Compensation Committee or Board shall be deemed conclusive.

Bonus. (a) In addition to the Base Salary Salary, the Executive shall participate in Section 2(a), Hanger’s current bonus plan for each annual period commencing on senior corporate officers (the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus PeriodPlan”), as approved by the Compensation Committee 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 Hanger 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 Hanger exceeds certain year-end financial criteria all as determined in the reasonable discretion of the Board of Directors and its Compensation Committee. Effective January 1, 2006, the Target Bonus shall be increased to eighty percent (80%) of the Base Salary and the Maximum Bonus shall be increased to one hundred sixty percent (160%) of the Base Salary. The Executive shall be entitled to a bonus equal to a percentage of Executive’s Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as increases in the “Target Bonus”); provided, however, Executive ” and the “Maximum Bonus” during the term hereof as shall be entitled to the Bonus only if Executive has met the performance criteria set determined and approved by the Compensation Committee of the Board of Directors in its sole discretion, taking account of the performance of Hanger and the Executive, and other factors generally considered relevant to the salaries of executives holding similar positions with enterprises comparable to Hanger. (b) The bonus shall be payable between January 1 and March 15 (inclusive) of the calendar year following the calendar year for which the applicable periodbonus is determined in accordance with the Company’s normal practices. In the event that the Employment Period ends before Executive is employed for less than the end of full calendar year in the Bonus Periodyear in which his Termination Date occurs (“Termination Year”), the bonus payable to the Executive shall be entitled subject to a pro rata portion Sections 6 and 7 of the Bonus for that year (this Agreement and calculated based on the number of days in which he was employed during the year divided by 365) Executive meeting certain performance criteria and Hanger achieving certain year-end financial criteria, all as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or of the Board of Directors Directors, in its sole discretion. Such bonus shall be pro-rated for the portion of the Termination Year during which the Executive was employed by the Company. Upon completion With respect to the bonus for the Termination Year, any bonus payable pursuant to this Section 3.2(b) shall be payable to the Executive between January 1 and March 15 (inclusive) of the criteria calendar year following the calendar year for which the applicable Bonus Period, such criteria shall be communicated to Executive bonus is determined in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of accordance with the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason termination. In all matters related to the determination of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusivenormal practices.

Bonus. In addition to During the Base Salary in Section 2(a), for each annual period commencing on the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus Period”)Term, Executive shall be entitled eligible to receive an annual cash bonus (the “Annual Bonus”) with a target bonus opportunity equal to 50% of base salary. Executive’s Annual Bonus, if any, for calendar year 2022, shall be subject to the achievement of the parameters and objectives used to determine the amount of the Annual Bonus immediately prior to the Effective Date, assessed and determined by the Board (or committee thereof). Executive’s Annual Bonus, if any, for calendar year 2023, shall be based on and subject to the achievement of Company and/or individual performance objectives established (in consultation with Executive), approved, assessed and determined by the Board (or a percentage committee thereof). Notwithstanding the foregoing, Executive’s Annual Bonus, if any, earned, if at all, shall be determined as follows: (i) in respect of the 2022 calendar year: (A) the portion of Executive’s Base Salary Annual Bonus, if any, that relates to Executive’s employment with the Company from January 1, 2022, through the day immediately prior to the Effective Date, shall be calculated based on the target bonus opportunity in effect immediately prior the Effective Date applicable to the base salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program to Executive during such period are referred and (B) the portion of Executive’s Annual Bonus, if any, that relates to herein collectively as Executive’s employment with the “Bonus”); providedCompany from the Effective Date through December 31, however2022, Executive shall be entitled calculated based on a target bonus opportunity equal to 50% applicable to the Bonus only if base salary paid to Executive has met the performance criteria set by the Compensation Committee for the applicable during such period. In the event that the Employment Period ends before the end , and (ii) in respect of the Bonus Period2023 calendar year: (A) the portion of Executive’s Annual Bonus, Executive if any, that relates to Executive’s employment with the Company from January 1, 2023, through the one year anniversary of the Effective Date, shall be entitled calculated based on a target bonus opportunity equal to a pro rata 50% applicable to the base salary paid to Executive during such period and (B) the portion of Executive’s Annual Bonus, if any, that relates to Executive’s employment with the Bonus for that Company from the day after the one year (anniversary of the Effective Date through December 31, 2023, shall be calculated based on the number of days in target bonus opportunity, determined by the Board (or committee thereof), which he was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled less than the target bonus opportunity in effect immediately prior to any the Effective Date, applicable to the base salary paid to Executive during such period. The Annual Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to shall not be earned until paid and shall not be paid unless Executive remains an employee (and has not received notice of termination of employment for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)Cause) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and Company on the Company’s performance through the month immediately preceding such death, Disability, Retirement or Good Reason termination. In all matters related to the determination date of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusivepayment.

Bonus. In addition to the Base Salary in Section 2(a), for each annual one (1) year period commencing on the Effective Date until the last day of during the Employment Period (as defined in Section 4) beginning January 1, 2021 (each such annual period being referred to as a “Bonus Period”), Executive shall be entitled to a bonus with a target equal to 40% and a percentage maximum equal to 80% of Executive’s then-current Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria criteria/challenge targets set by the Compensation Committee for the applicable period. In the event that the Employment Period If Executive’s employment ends before the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that year (based on the number of days in which he Executive was employed during the year divided by 365) ), if any, as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive Executive’s employment was terminated for Cause (as defined in Section 6(d)) or Executive terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he Executive shall not be entitled to any Bonus for that yearthe year of such termination. Executive acknowledges that the amount and performance criteria for Executive’s Bonus to be earned for each Bonus Period shall be set by the Compensation Committee or the Board of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writingBoard. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination of employment by the Company without Cause (as defined in Section 6(d)), or due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or by Executive for Good Reason (as defined in Section 6(d)) by Executive), any pro rata portion shall be paid as soon as reasonably practical to Executive or Executive’s spouse or legal representative based upon Executive’s and the Company’s performance through the month immediately preceding such deathtermination of employment; provided, Disabilityfurther, Retirement that no Bonus or Good Reason terminationpro rata portion thereof shall be paid later than 2½ months following the end of the calendar year for which the Bonus or pro rata portion thereof is earned. In all matters related to the determination of the earned Bonus Bonuses (including the determination of a the amounts of any Bonus and any pro rata amount, performance criteria, and whether performance criteria have been satisfied), the good faith determination of the Compensation Committee or the Board shall be deemed conclusive.

Bonus. In addition to the Base Salary, the Executive shall be eligible to receive an annual cash bonus on account of services rendered by him during each calendar year during the Employment Period. In accordance with the Merger Agreement, the Board of Directors, in consultation with the Chief Executive Officer, shall establish performance metrics (as such performance metrics may be amended or modified in the sole discretion of the Board of Directors during any calendar year to take into account any acquisitions, divestitures or non-recurring items or any other fundamental corporate transactions or changes, the “Performance Metrics”) to quantify the Company’s performance for any calendar year during the Employment Period. In the event that the Company meets or exceeds the annual Performance Metrics established by the Board of Directors, the Executive shall be entitled to receive, in addition to the Base Salary, a bonus of up to fifty percent (50%) of the Base Salary paid to the Executive on account of such calendar year (the “Bonus”). Subject to (i) the Executive remaining employed by the Company on the date the Bonus is determined, or (ii) the Executive being employed by the Company on the day immediately following the end of the applicable performance period in the event that the Company terminates the Executive’s employment without Cause, any Bonus payable to the Executive on account of any calendar year shall be paid to the Executive on or before the later of (x) March 15 of the year following the year for which the Bonus was earned and (y) the date on which the Board of Directors has been able to determine within a reasonable degree of certainty that the Performance Metrics have been met or exceeded and the amount of the Bonus due Executive. In addition to the Base Salary in Section 2(a)and Bonus, for each annual period commencing on the Effective Date until the last day of the Employment Period (as defined in Section 4) (each such annual period being referred to as a “Bonus Period”), Executive shall be entitled to a bonus equal to a percentage of Executive(i) participate in the Company’s Base Salary paid during each such one (1) year period (such bonus, including any applicable bonuses under any quarterly bonus plan or long-term incentive program during such period are referred to herein collectively as the “Bonus”); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria set by the Compensation Committee for the applicable period. In the event that the Employment Period ends before the end of the Bonus Period, Executive shall be entitled to a pro rata portion of the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a pro rata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) or terminated his employment as a Voluntary Termination (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount terms and performance criteria for Executive’s Bonus conditions to be earned for each Bonus Period shall be set established by the Compensation Committee or the Board of Directors of the Company. Upon completion of the criteria for the applicable Bonus Period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by the Compensation Committee, Employer shall pay Executive the earned Bonus amount within 30 days after receipt of the Company’s audited financial reports for the calendar year in which the Bonus is calculated or, with respect to any payments under a quarterly bonus plan or program, within the period applicable to such plan or program; provided, in the event of a termination due to death, Disability (as defined in Section 6(d)) or Retirement (as defined in Section 6(d)) of Executive, or Good Reason (as defined in Section 6(d)) by Executive, any pro rata portion shall be paid as soon as reasonably practical practicable following the Closing, and (ii) be granted options, subject to Executive or Executive’s spouse or legal representative based upon Executive’s approval by the board of directors of Parent (the “Parent Board”), to purchase shares of Parent on terms and conditions to be established by the Company’s performance through Parent Board as soon as reasonably practicable following the month immediately preceding such death, Disability, Retirement or Good Reason terminationClosing.” 4. In all matters related to the determination Section 4.d. of the earned Bonus (including the determination of a pro rata amount), the good faith determination of the Compensation Committee shall be deemed conclusiveAgreement is deleted in its entirety.