Common use of Bonuses Clause in Contracts

Bonuses. The Executive shall be eligible to earn an annual bonus during each fiscal year (such year being referred to herein as a “Bonus Period”) that he remains an executive employee of the Company through the end of the Bonus Period. For each Bonus Period the Executive and the Chief Executive Officer shall adopt written performance goals within the Bonus Period (“Annual Goals”). If Annual Goals are met for a Bonus Period, the Executive shall earn a bonus equal to fifty percent (50%) of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) in the adoption of written performance goals shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the discretion of, the Chief Executive Officer and as approved by the Board of Directors of the Company (the “Board”). Annual bonuses shall be payable to the Executive within 45 days after the end of the applicable Bonus Period (or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the year following the year of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which the amount of such bonus, if any, is determined; provided, however, that the determination must be made on or before June 30 of the year following the year of the Bonus Period. Within ninety (90) days of the Effective Date, Executive and Chief Executive Officer shall adopt the Annual Goals for the initial Bonus Period.

Bonuses. The Subject to the requirements set forth below, the Company may elect to pay Employee bonuses in its sole discretion. Employee will be offered the opportunity to participate in the Company’s then-current bonus plan, and, subject to and in accordance with the terms and conditions of such plan and this paragraph, upon achievement of all target bonus objectives set by the Board of Directors and/or the Chief Executive Officer for the Company and for Employee, shall be eligible receive a cash bonus equal to earn an annual bonus during each fiscal year 100% (such year being referred to herein as a “Target Bonus PeriodPercentage”) of his base salary, less standard payroll deductions and withholding as are applicable to similarly situated employees. The Company shall have the sole discretion to change or eliminate bonus plans or programs at any time (provided, however, that he remains an executive employee of after the Company through bonus plan and target objectives have been established by the end of Board and/or the Bonus Period. For each Bonus Period Chief Executive Officer for a given year, neither the Executive and Board nor the Chief Executive Officer shall adopt written later materially change the bonus plan or target objectives for such year to Employee’s detriment without Employee’s consent), to determine whether performance goals within criteria set forth pursuant to the Bonus Period (“Annual Goals”). If Annual Goals are met bonus plan for a Bonus Periodyear have been achieved, and to determine (in accordance with this paragraph and such performance criteria and bonus plan) the Executive shall earn a bonus equal to fifty percent (50%) amount of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) in the adoption of written performance goals shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonusearned by Employee, if any, equal . Bonuses are intended to an amount to be determined byretain valuable Company employees, and at if Employee is not employed, for any reason on the discretion of, the Chief Executive Officer and as approved by the Board of Directors last day of the Company (bonus year, he will not have earned the “Board”)bonus and, except as expressly provided herein with respect to the Severance Bonus, no partial or pro-rata bonus will be paid. Annual bonuses Any bonus paid pursuant to this Paragraph 5 shall be payable to paid net of standard payroll deductions and withholdings. The target payment date for any bonus measured on the Executive within 45 days after basis of a calendar year shall be between January 1 and March 15 of the calendar year following the end of the applicable Bonus Period (or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the year following the year of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which the amount of such bonus, if any, is determinedperformance period; provided, however, that the determination must such bonus shall be made on or before June 30 paid no later than March 15 of the such calendar year following the year end of the Bonus Periodperformance period. Within ninety (90) days The payment date for any bonus measured on the basis of a performance period other than the calendar year shall be no later than 2-1/2 months following the end of the Effective Date, Executive and Chief Executive Officer shall adopt the Annual Goals for the initial Bonus PeriodCompany’s fiscal year.

Bonuses. The Executive shall be eligible (a) In addition to earn an annual bonus during each fiscal year (such year being referred to herein as a “Bonus Period”) that he remains an executive employee of the Company through the end of the Bonus Period. For each Bonus Period the Executive and the Chief Executive Officer shall adopt written performance goals within the Bonus Period (“Annual Goals”). If Annual Goals are met for a Bonus PeriodBase Salary, the Executive shall earn a participate in the Company’s current bonus equal to plan for senior corporate officers (the “Bonus Plan”), 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 fifty percent (50%) of his then current the Base Salary earned during the calendar year (for the avoidance “Target Bonus”) and is contingent on the Executive meeting certain performance criteria and the Company achieving certain financial criteria, and up to one hundred percent (100%) of doubt, a delay by any Person the Base Salary earned during the calendar year (the “Maximum Bonus”) if the Executive exceeds certain performance criteria and the Company exceeds certain financial criteria all as defined herein) determined in the adoption reasonable discretion of written performance goals shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the discretion of, the Chief Executive Officer and as approved by the Board of Directors and its Compensation Committee. The Executive shall be entitled to such increases in the “Target Bonus” and the “Maximum Bonus” during the term hereof as shall be determined and approved by the Compensation Committee of the Board of Directors in its sole discretion, taking account of the performance of the Company and the Executive, and other factors generally considered relevant to the salaries of executives holding similar positions with enterprises comparable to the Company. Notwithstanding the foregoing, in the event that the Executive 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 this Section 3.2 shall be payable between January 1 and March 15 (inclusive) of the calendar year following the calendar year for which the bonus is determined in accordance with the Company’s normal practices. In the event that the Executive is employed for less than the full calendar year in the year in which the Executive’s Termination Date occurs (“BoardTermination Year”), the bonus payable to the Executive shall be subject to Sections 4 and 5 of this Agreement and calculated based on the Executive meeting certain performance criteria and the Company achieving certain year-end financial criteria, all as determined by the Compensation Committee of the Board of Directors, in its sole discretion. Annual bonuses Such bonus shall be pro-rated for the portion of the Termination Year during which the Executive was employed by the Company. With respect to the bonus for the Termination Year, any bonus payable pursuant to this Section 3.2 shall be payable to the Executive within 45 days after between January 1 and March 15 (inclusive) of the calendar year following the calendar year for which the bonus is determined in accordance with the Company’s normal practices. (c) For any year beginning during the twenty-four (24) month period following a Change in Control (the “Change in Control Period”), as well as for any year in which a Change in Control occurs if such Change in Control occurs prior to the grant of annual bonus opportunities for such year, to assure that Executive will have an opportunity to earn annual incentive compensation, the Executive shall be included in a bonus plan of the Company which shall satisfy the standards described above and in this Section 3(c) (such plan, the “Post-Change-in-Control Bonus Plan”). Bonuses under the Post-Change-in-Control Bonus Plan shall be payable with respect to achieving such financial or other goals reasonably related to the business of the Company as the Company shall establish (the “Goals”), all of which Goals shall be reasonably attainable, by the end of the applicable Bonus Period (year of grant, with approximately the same degree of probability as the most attainable goals under the Company’s bonus plan or within 30 days plans as in effect at any time during the 180-day period immediately prior to the Change in Control and in view of the date on which it is determined that Company’s existing and projected financial and business circumstances applicable at the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 time. The amount of the year following bonus (the “Bonus Amount”) that Executive is eligible to earn under the Post-Change-in-Control Bonus Plan shall be no less than one hundred percent (100%) of the Target Bonus for which the Executive was eligible in the year prior to the Change in Control for achievement of the target Goals, and no less than one hundred percent (100%) of the Maximum Bonus for which the Executive was eligible in the year prior to the Change in Control for achievement exceeding the target Goals, and in the event the target level of Goals are not achieved, the Post-Change-in-Control Bonus Plan shall provide for a payment of a Bonus Amount equal to a portion of the Targeted Bonus reasonably related to that portion of the Goals which were achieved. Notwithstanding the foregoing, if, during a Change in Control Period). Nothing , employees of the Company or the successor or acquirer in this Section 4 shall limit the Board of Directors from awarding additional bonuses Change in Control who are similarly situated to the Executive based upon achievement of Company objectivesare eligible for greater bonus amounts than those provided by the foregoing sentence, other then the Executive shall be eligible for a Bonus Amount no less than that offered to such similarly situated employees. In the event that the Executive is employed for less than the Annual Goalsfull year for which a Post-Change-in-Control Bonus Plan is in effect, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which shall be determined as described in Section 3.2(b) except that no discretion may be applied to reduce the amount of such bonus, if any, is determined; provided, however, that the determination must be made on or before June 30 of bonus otherwise payable to the year following the year of the Bonus Period. Within ninety (90) days of the Effective Date, Executive and Chief Executive Officer any subjective performance objectives applicable to the bonus shall adopt the Annual Goals for the initial Bonus Periodbe deemed satisfied.

Bonuses. The Executive Company shall establish a performance-based bonus plan (the “Plan”) to be eligible to earn an annual bonus during applicable for each fiscal year (such year being referred to herein as a “Bonus Period”) that he remains an executive employee of the Company through the end of the Bonus Period. For each Bonus Period the Executive and the Chief Executive Officer shall adopt written performance goals within the Bonus Period (“Annual Goals”). If Annual Goals are met for a Bonus Period, the Executive shall earn a bonus equal to fifty percent (50%) of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) in the adoption of written performance goals shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the discretion of, the Chief Executive Officer and as approved by the Board of Directors of the Company (a “Fiscal Year”) ending during the Employment Period pursuant to which Executive will be eligible to receive an annual bonus (the “BoardBonus”) with respect to each Fiscal Year of the Company ending during the Employment Period (each, a “Bonus Year”). Annual bonuses The Board or the Compensation Committee of the Board (the “Compensation Committee”) will administer the Plan and, in consultation with Executive, shall establish performance objectives for each Fiscal Year, which performance objectives shall be payable reasonably related to the Company’s business objectives. In the event that, with respect to the applicable Fiscal Year of the Company ending during the Employment Period, the Company achieves the pre-established target performance goals based on actual performance, Executive within 45 days shall be entitled to receive a Bonus in an amount equal to 200% of Executive’s Annual Base Salary (“Target Bonus”) (and in the event the Board or the Compensation Committee increases Executive’s Target Bonus after the Effective Date, all references to “Target Bonus” as used in this Agreement shall refer to such increased amount). Subject to Section 4, Executive will be entitled to receive the Bonus only upon the Company’s achievement of the specified performance objectives and if Executive is employed on the last day of the applicable Bonus Year. The Bonus shall become payable on March 15 of the year following the end of the applicable Bonus Period (or within 30 days of the date on which it is determined Year, provided that the Annual Goals have been met, exceeded, Board or not met, whichever is later; provided, however Compensation Committee finally determines (x) that the determination must be made on or before June 30 of Company has achieved the year following the year of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which applicable performance objectives and (y) the amount of the bonus that shall be paid to each executive entitled to receive a bonus for the applicable Bonus Year. If the Board or Compensation Committee has not made such bonusfinal determination by March 15 of such year, the Bonus (if any, is determined; provided, however, that the determination must ) shall instead be made on or before June 30 of the year following the year of the Bonus Period. Within ninety (90) days of the Effective Date, Executive and Chief Executive Officer shall adopt the Annual Goals for the initial Bonus Periodpaid as soon as practicable thereafter during such year.

Bonuses. (a) The Company agrees to pay Executive a one-time cash sign-on bonus of $150,000 (the “Sign-On Bonus”), to be paid within thirty (30) days following the Effective Date. If Executive’s employment with the Company is terminated by the Company with Cause at any time during the Term or if Executive resigns without Good Reason less than twelve (12) full months after the Effective Date, Executive agrees to repay the full amount of the Sign-On Bonus. Executive further agrees that Executive will repay the Sign-On Bonus by no later than the effective date of the employment termination, and that any outstanding balance on such repayment obligation is delinquent and immediately collectable the day following the effective date of termination. (b) During the Initial Term, Executive shall be eligible to earn receive two (2) cash performance bonuses, each worth a target value of $75,000 (individually, an annual bonus during each fiscal year (such year being referred “Initial Term Performance Bonus” and collectively, the “Initial Term Performance Bonuses”), if the Company and Executive meet or exceed certain performance targets to herein as a “Bonus Period”) that he remains an executive employee be adopted by the Compensation Committee of the Board (the “Compensation Committee”). Executive shall be responsible for proposing the relevant performance targets for each of the Initial Term Performance Bonuses to the Compensation Committee, but only those performance targets actually adopted by the Compensation Committee, in its discretion, shall apply to the Initial Term Performance Bonuses. The Compensation Committee shall solely determine whether the Company and Executive have satisfied the relevant performance targets. The first Initial Term Performance Bonus shall be evaluated based on the Company and Executive’s performance from the Effective Date through the end of the second quarter of calendar year 2020. If Executive is employed by the Company as of the last day of the second quarter of calendar year 2020 and if the Compensation Committee, in its sole discretion, determines that the first Initial Term Performance Bonus Periodhas been earned based on the satisfaction of the relevant performance targets, Executive shall be paid within thirty (30) days after the Company’s 2020 second quarter financial statements are approved by the Audit Committee of the Board (the “Audit Committee”) for inclusion in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, but, in any event, any payment shall be made no later than March 15, 2021. For The second Initial Term Performance Bonus shall be evaluated based on the Company and Executive’s performance throughout all of calendar year 2020. If Executive is employed by the Company as of January 1, 2021 and if the Compensation Committee, in its sole discretion, determines that the second Initial Term Performance Bonus has been earned based on the satisfaction of the relevant performance targets, Executive shall be paid within thirty (30) days after the Company’s 2020 year-end financial statements are approved by the Audit Committee for inclusion in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, but, in any event, any payment shall be made no later than March 15, 2022. (c) During the Subsequent Term, Executive shall be eligible to receive two (2) performance bonuses, each worth a target value of $125,000 (individually, a “Subsequent Term Performance Bonus” and collectively, the “Subsequent Term Performance Bonuses”), if the Company and Executive meet or exceed certain performance targets to be adopted by the Compensation Committee. Executive shall be responsible for proposing the relevant performance targets for each of the Subsequent Term Performance Bonuses to the Compensation Committee, but only those performance targets actually adopted by the Compensation Committee, in its discretion, shall apply to the Subsequent Term Performance Bonuses. The Compensation Committee shall solely determine whether the Company and Executive have satisfied the relevant performance targets. The first Subsequent Term Performance Bonus Period shall be evaluated based on the Company and Executive’s performance during the first and second quarters of calendar year 2021. If Executive is employed by the Company as of the last day of the second quarter of calendar year 2021 and if the Chief Compensation Committee, in its sole discretion, determines that the first Subsequent Term Performance Bonus has been earned, Executive Officer shall adopt written be paid within thirty (30) days after the Company’s 2021 second quarter financial statements are approved by the Audit Committee for inclusion in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, but, in any event, any payment shall be made no later than March 15, 2022. The second Subsequent Term Performance Bonus shall be evaluated based on the Company and Executive’s performance goals throughout all of calendar year 2021. If Executive is employed by the Company as of January 1, 2022 and if the Compensation Committee, in its sole discretion, determines that the second Subsequent Term Performance Bonus has been earned, Executive shall be paid within thirty (30) days after the Bonus Period Company’s 2021 year-end financial statements are approved by the Audit Committee for inclusion in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, but, in any event, any payment shall be made no later than March 15, 2023. The Subsequent Term Performance Bonuses will be paid in a combination of cash and Restricted Stock Units (“Annual GoalsRSUs”) of the Company, with such combination to be determined by the Compensation Committee taking into consideration the mix requested by Executive. (d) During each Additional Term, Executive shall be eligible to receive one performance bonus per year worth a target value of $250,000 (the “Additional Term Performance Bonus”), if the Company and Executive meet or exceed certain performance targets to be adopted by the Compensation Committee. Executive shall be responsible for proposing the relevant performance targets for the Additional Term Performance Bonus to the Compensation Committee, but only those performance targets actually adopted by the Compensation Committee, in its discretion, shall apply to the Additional Term Performance Bonus. The Compensation Committee shall solely determine whether the Company and Executive have satisfied the relevant performance targets. The Additional Term Performance Bonus shall be evaluated based on the Company and Executive’s performance throughout the entire calendar year with which the Additional Term Performance Bonus corresponds (“Additional Term Performance Bonus Year”). If Annual Goals are met for a Executive is employed by the Company as of January 1 of the year immediately following the Additional Term Performance Bonus PeriodYear and if the Compensation Committee, in its sole discretion, determines that the Additional Term Performance Bonus has been earned, Executive shall earn a bonus equal to fifty percent be paid within thirty (50%30) of his then current Base Salary (days after the Company’s year-end financial statements for the avoidance of doubt, a delay Additional Term Performance Bonus Year are approved by any Person (as defined herein) the Audit Committee for inclusion in the adoption Company’s Annual Report on Form 10-K for the year ended December 31 of written performance goals shall not deny the Executive any bonus orAdditional Term Performance Bonus Year, upon the adoption and achievement of such goalsbut, delay in any way event, any payment shall be made no later than March 15 of the payment thereof)year that is two (2) years immediately following the Additional Term Performance Bonus Year. If only certain The Additional Term Performance Bonus will be paid in a combination of cash and RSUs of the Company, with such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount combination to be determined by, and at the discretion of, the Chief Executive Officer and as approved by the Board of Directors of Compensation Committee taking into consideration the Company (the “Board”). Annual bonuses shall be payable to the Executive within 45 days after the end of the applicable Bonus Period (or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the year following the year of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which the amount of such bonus, if any, is determined; provided, however, that the determination must be made on or before June 30 of the year following the year of the Bonus Period. Within ninety (90) days of the Effective Date, Executive and Chief Executive Officer shall adopt the Annual Goals for the initial Bonus Periodmix requested by Executive.

Bonuses. The Executive 6.1. By no later than 2 months following the completion of the fiscal year of the Company, the Company’s Board of Directors shall be eligible to earn an annual bonus during each establish targets for such fiscal year (the “Bonus Targets”) linked to the Company’s work plan and budget, that if the Company together with the Parent Company achieve, will entitle the Employee to receive a bonus payment. The bonus payment to the Employee for the fiscal year in case the Bonus Targets are fully achieved shall be 6 times the monthly Salary of Employee or a higher payment determined by the Company’s Board of Directors, in their sole discretion (the “Target Bonus Amount”). The targets may be comprised of sub-targets and portions of the bonus may be allocated to each such target or sub-target, as applicable, in any proportion and whether such payments are linear to the partial achievement of a target, all as determined by the Company’s Board of Directors, in their sole discretion. 6.2. By no later than 30 days following the public filing of the audited annual consolidated financial statements of the Parent Company, other than the audited annual consolidated financial statements of the Parent Company for the year being referred 2007, the Company’s Board of Directors shall determine whether the Employee achieved the Bonus Targets and the bonus to herein which the Employee is entitled to receive as a result thereof (the “Entitled Bonus PeriodAmount”) that he remains an executive employee ). The Company shall pay to the Employee the Entitled Bonus Amount within 3 business days following such determination. 6.3. Notwithstanding the above, for the period commencing on the Effective Date and concluding on December 31, 2008, the Target Bonus Amount shall be 7.5 times the monthly Salary of Employee. In addition, notwithstanding the above, for the period commencing on the Effective Date and concluding on December 31, 2008, notwithstanding the actual results of the Company through and Parent Company but subject to Section 6.4 below, the end of Employee shall receive a bonus for such period equal to at least 4.5 Salaries (the Bonus Period. For each Bonus Period the Executive and the Chief Executive Officer shall adopt written performance goals within the Bonus Period (“Annual GoalsInitial Bonus”). If Annual Goals are met Within 30 days following the public filing of the audited annual consolidated financial statements of the Parent Company for a Bonus Periodthe year 2007, Employee will be entitled to receive, as advance on the account of the Initial Bonus, one time payment in the amount of 1.125 Salaries (the “Advance”). 6.4. Notwithstanding anything to the contrary herein, in the event the Employee’s employment with the Company is terminated prior to the conclusion of the fiscal year for any reason whatsoever, the Executive Company’s Board of Directors shall earn a bonus equal determine whether the Employee achieved the Bonus Targets until the termination of the Employee’s employment, and if and to fifty percent (50%) the extent the Company’s Board of Directors determines that certain Bonus Targets were fully achieved prior to such date, Employee shall be entitled to receive, within 30 days after the termination of his then current Base Salary (for Employment, the bonus to which the Employee is entitled to receive as a result thereof. For the avoidance of doubt, a delay by the Employee shall not be entitled to receive any Person other bonus or any portion thereof for such fiscal year. Notwithstanding the above: (as defined hereini) in the adoption event the Company terminates Employee’s employment with the Company for any reason other than Termination for Cause prior to December 31, 2008, Employee shall be entitled to the respective portion of written performance goals the Initial Bonus (to be calculated as the pro rata portion of the period of employment until termination of employment from the entire period from the Effective Date and until September 30, 2008), minus the Advance, if any and (ii) in the event the Company terminates Employee’s employment with the Company Termination for Cause or Employee terminates his employment with the Company prior to December 31, 2008, Employee shall not deny the Executive be entitled to any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof)bonus. If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the discretion of, the Chief Executive Officer and as approved by the Board of Directors of the Company (the “Board”). Annual bonuses shall be payable to the Executive within 45 days after the end of the applicable Bonus Period (or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the year following the year of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which the amount of such bonus, if any, is determined; provided, however, that the determination must be made on or before June 30 of the year following the year of the Bonus Period. Within ninety (90) days of the Effective Date, Executive and Chief Executive Officer shall adopt the Annual Goals for the initial Bonus Period.

Bonuses. (a) In addition to the Base Salary, the Executive shall participate in the Company’s current bonus plan for senior corporate officers (the “Bonus Plan”), 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 percent (70%) of the Base Salary earned during the calendar year (the “Target Bonus”) and is contingent on the Executive meeting certain performance criteria and the Company achieving certain financial criteria, and up to one hundred forty percent (140%) of the Base Salary earned during the calendar year (the “Maximum Bonus”) if the Executive exceeds certain performance criteria and the Company exceeds certain financial criteria all as determined in the reasonable discretion of the Board of Directors and its Compensation Committee. The Executive shall be eligible entitled to earn an annual bonus during each fiscal year (such year being referred to herein as a increases in the “Bonus Period”) that he remains an executive employee of the Company through the end of the Bonus Period. For each Bonus Period the Executive Target Bonus” and the Chief Executive Officer “Maximum Bonus” during the term hereof as shall adopt written performance goals within the Bonus Period (“Annual Goals”). If Annual Goals are met for a Bonus Period, the Executive shall earn a bonus equal to fifty percent (50%) of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) in the adoption of written performance goals shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the discretion of, the Chief Executive Officer and as approved by the Compensation Committee of the Board of Directors in its sole discretion, taking account of the performance of the Company and the Executive, and other factors generally considered relevant to the salaries of executives holding similar positions with enterprises comparable to the Company. Notwithstanding the foregoing, in the event that the Executive 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 this Section 3.2 shall be payable between January 1 and March 15 (inclusive) of the calendar year following the calendar year for which the bonus is determined in accordance with the Company’s normal practices. In the event that the Executive is employed for less than the full calendar year in the year in which the Executive’s Termination Date occurs (“BoardTermination Year”), the bonus payable to the Executive shall be subject to Sections 4 and 5 of this Agreement and calculated based on the Executive meeting certain performance criteria and the Company achieving certain year-end financial criteria, all as determined by the Compensation Committee of the Board of Directors, in its sole discretion. Annual bonuses Such bonus shall be pro-rated for the portion of the Termination Year during which the Executive was employed by the Company. With respect to the bonus for the Termination Year, any bonus payable pursuant to this Section 3.2 shall be payable to the Executive within 45 days after between January 1 and March 15 (inclusive) of the calendar year following the calendar year for which the bonus is determined in accordance with the Company’s normal practices. (c) For any year beginning during the twenty-four (24) month period following a Change in Control (the “Change in Control Period”), as well as for any year in which a Change in Control occurs if such Change in Control occurs prior to the grant of annual bonus opportunities for such year, to assure that Executive will have an opportunity to earn annual incentive compensation, the Executive shall be included in a bonus plan of the Company which shall satisfy the standards described above and in this Section 3(c) (such plan, the “Post-Change-in-Control Bonus Plan”). Bonuses under the Post-Change-in-Control Bonus Plan shall be payable with respect to achieving such financial or other goals reasonably related to the business of the Company as the Company shall establish (the “Goals”), all of which Goals shall be reasonably attainable, by the end of the applicable Bonus Period (year of grant, with approximately the same degree of probability as the most attainable goals under the Company’s bonus plan or within 30 days plans as in effect at any time during the 180-day period immediately prior to the Change in Control and in view of the date on which it is determined that Company’s existing and projected financial and business circumstances applicable at the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 time. The amount of the year following bonus (the “Bonus Amount”) that Executive is eligible to earn under the Post-Change-in-Control Bonus Plan shall be no less than one hundred percent (100%) of the Target Bonus for which the Executive was eligible in the year prior to the Change in Control for achievement of the target Goals, and no less than one hundred percent (100%) of the Maximum Bonus for which the Executive was eligible in the year prior to the Change in Control for achievement exceeding the target Goals, and in the event the target level of Goals are not achieved, the Post-Change-in-Control Bonus Plan shall provide for a payment of a Bonus Amount equal to a portion of the Targeted Bonus reasonably related to that portion of the Goals which were achieved. Notwithstanding the foregoing, if, during a Change in Control Period). Nothing , employees of the Company or the successor or acquirer in this Section 4 shall limit the Board of Directors from awarding additional bonuses Change in Control who are similarly situated to the Executive based upon achievement of Company objectivesare eligible for greater bonus amounts than those provided by the foregoing sentence, other then the Executive shall be eligible for a Bonus Amount no less than that offered to such similarly situated employees. In the event that the Executive is employed for less than the Annual Goalsfull year for which a Post-Change-in-Control Bonus Plan is in effect, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which shall be determined as described in Section 3.2(b) except that no discretion may be applied to reduce the amount of such bonus, if any, is determined; provided, however, that the determination must be made on or before June 30 of bonus otherwise payable to the year following the year of the Bonus Period. Within ninety (90) days of the Effective Date, Executive and Chief Executive Officer any subjective performance objectives applicable to the bonus shall adopt the Annual Goals for the initial Bonus Periodbe deemed satisfied.

Bonuses. The In addition to Base Salary, the Executive shall be eligible to earn paid an annual bonus during each fiscal not to exceed $300,000 annually (the "Maximum Bonus"), which bonus will be established by the Compensation Committee (the "Bonus"). Promptly following the execution of this Employment Agreement, the Company and the Executive will meet to establish the performance goals (the "Bonus Goals") upon which the award of the Bonus for the first year of employment pursuant to this Employment Agreement (the "First Bonus Period") will be determined. Seventy-five percent of the Bonus will be based upon an agreed-upon pre-tax income goal plus the amount expended by the Company in such year being referred to herein as a “Bonus Period”) that he remains an executive employee for research and development ("Target Income"). Target Income will be adjusted each year by the mutual consent of the Company through Compensation Committee and the Executive. Twenty-five percent of the Bonus will be based on personal performance goals, which will be established annually by the Compensation Committee and the Executive promptly after the execution of this Employment Agreement and revised on an annual basis in each subsequent year of this Employment Agreement. During each subsequent year of employment pursuant to the terms of this Employment Agreement ("Subsequent Bonus Periods"), the Chairman of the Board and the Executive shall meet periodically to discuss the Executive's progress concerning the Bonus Goals. Promptly after the end of each such Subsequent Bonus Period, the Compensation Committee shall meet to discuss the Executive's performance with regard the bonus Goals and shall, in its discretion, determine the amount, if any, of the Bonus to be paid to the Executive for such Subsequent Bonus Period. For each Bonus Period the Executive and the Chief Executive Officer shall adopt written performance goals within the Bonus Period (“Annual Goals”). If Annual Goals are met for a Bonus Periodpurpose of this determination, the Executive shall earn a bonus equal to fifty percent (50%) of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) in the adoption of written performance goals shall be laddered so that attainment of some, but not deny the Executive any bonus orall, upon the adoption and achievement of such goals, delay in any way goals will give rise to the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the discretion of, the Chief Executive Officer and as approved by the Board of Directors of the Company (the “Board”). Annual bonuses shall be payable to the Executive within 45 days after the end of the applicable Bonus Period (or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the year following the year of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which the amount of such bonus, if any, is determined; provided, however, that the determination must be made on or before June 30 of the year following the year of the Bonus Period. Within ninety (90) days of the Effective Date, Executive and Chief Executive Officer shall adopt the Annual Goals for the initial Bonus Periodpartial Bonus.

Bonuses. (a) In addition to the Base Salary, the Executive shall participate in the Company’s current bonus plan for senior corporate officers (the “Bonus Plan”), 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 one hundred twenty percent (120%) of the Base Salary earned during the calendar year (the “Target Bonus”) and is contingent on the Executive meeting certain performance criteria and the Company achieving certain financial criteria, and up to two hundred forty percent (240%) of the Base Salary earned during the calendar year (the “Maximum Bonus”) if the Executive exceeds certain performance criteria and the Company exceeds certain financial criteria all as determined in the reasonable discretion of the Board of Directors and its Compensation Committee. The Executive shall be eligible entitled to earn an annual bonus during each fiscal year (such year being referred to herein as a increases in the “Bonus Period”) that he remains an executive employee of the Company through the end of the Bonus Period. For each Bonus Period the Executive Target Bonus” and the Chief Executive Officer “Maximum Bonus” during the term hereof as shall adopt written performance goals within the Bonus Period (“Annual Goals”). If Annual Goals are met for a Bonus Period, the Executive shall earn a bonus equal to fifty percent (50%) of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) in the adoption of written performance goals shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the discretion of, the Chief Executive Officer and as approved by the Compensation Committee of the Board of Directors in its sole discretion, taking account of the performance of the Company and the Executive, and other factors generally considered relevant to the salaries of executives holding similar positions with enterprises comparable to the Company. Notwithstanding the foregoing, in the event that the Executive 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 this Section 3.2 shall be payable between January 1 and March 15 (inclusive) of the calendar year following the calendar year for which the bonus is determined in accordance with the Company’s normal practices. In the event that the Executive is employed for less than the full calendar year in the year in which the Executive’s Termination Date occurs (“BoardTermination Year”), the bonus payable to the Executive shall be subject to Sections 4 and 5 of this Agreement and calculated based on the Executive meeting certain performance criteria and the Company achieving certain year-end financial criteria, all as determined by the Compensation Committee of the Board of Directors, in its sole discretion. Annual bonuses Such bonus shall be pro-rated for the portion of the Termination Year during which the Executive was employed by the Company. With respect to the bonus for the Termination Year, any bonus payable pursuant to this Section 3.2 shall be payable to the Executive within 45 days after between January 1 and March 15 (inclusive) of the calendar year following the calendar year for which the bonus is determined in accordance with the Company’s normal practices. (c) For any year beginning during the twenty-four (24) month period following a Change in Control (the “Change in Control Period”), as well as for any year in which a Change in Control occurs if such Change in Control occurs prior to the grant of annual bonus opportunities for such year, to assure that Executive will have an opportunity to earn annual incentive compensation, the Executive shall be included in a bonus plan of the Company which shall satisfy the standards described above and in this Section 3(c) (such plan, the “Post-Change-in-Control Bonus Plan”). Bonuses under the Post-Change-in-Control Bonus Plan shall be payable with respect to achieving such financial or other goals reasonably related to the business of the Company as the Company shall establish (the “Goals”), all of which Goals shall be reasonably attainable, by the end of the applicable Bonus Period (year of grant, with approximately the same degree of probability as the most attainable goals under the Company’s bonus plan or within 30 days plans as in effect at any time during the 180-day period immediately prior to the Change in Control and in view of the date on which it is determined that Company’s existing and projected financial and business circumstances applicable at the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 time. The amount of the year following bonus (the “Bonus Amount”) that Executive is eligible to earn under the Post-Change-in-Control Bonus Plan shall be no less than one hundred percent (100%) of the Target Bonus for which the Executive was eligible in the year prior to the Change in Control for achievement of the target Goals, and no less than one hundred percent (100%) of the Maximum Bonus for which the Executive was eligible in the year prior to the Change in Control for achievement exceeding the target Goals, and in the event the target level of Goals are not achieved, the Post-Change-in-Control Bonus Plan shall provide for a payment of a Bonus Amount equal to a portion of the Targeted Bonus reasonably related to that portion of the Goals which were achieved. Notwithstanding the foregoing, if, during a Change in Control Period). Nothing , employees of the Company or the successor or acquirer in this Section 4 shall limit the Board of Directors from awarding additional bonuses Change in Control who are similarly situated to the Executive based upon achievement of Company objectivesare eligible for greater bonus amounts than those provided by the foregoing sentence, other then the Executive shall be eligible for a Bonus Amount no less than that offered to such similarly situated employees. In the event that the Executive is employed for less than the Annual Goalsfull year for which a Post-Change-in-Control Bonus Plan is in effect, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which shall be determined as described in Section 3.2(b) except that no discretion may be applied to reduce the amount of such bonus, if any, is determined; provided, however, that the determination must be made on or before June 30 of bonus otherwise payable to the year following the year of the Bonus Period. Within ninety (90) days of the Effective Date, Executive and Chief Executive Officer any subjective performance objectives applicable to the bonus shall adopt the Annual Goals for the initial Bonus Periodbe deemed satisfied.

Bonuses. The (a) In addition to the Base Salary provided for in Section 4, above, the Executive shall be eligible to earn for an annual cash bonus during each fiscal under the Company’s Annual Incentive Compensation Plan as in effect from time to time. Any annual bonus shall be paid in cash in a lump sum no later than March 15 following the year (such year being referred to herein as a “Bonus Period”) that he remains an executive employee for which the annual bonus is paid, unless timely deferred at the Executive’s option in accordance with the provisions of any applicable deferred compensation plan of the Company through the end or it subsidiaries in effect from time to time and in accordance with Section 409A of the Bonus PeriodCode. For each Bonus Period Nothing in this Section 5 shall confer upon the Executive any right to a minimum annual bonus. Executive also shall be eligible to participate in the Company’s long term incentive award plan commencing with the year 2007 in accordance with the terms of that plan. The Executive may be awarded such annual bonuses and long-term incentive awards thereunder as may be approved by the Chief Compensation Committee in its discretion based on corporate, individual and business unit performance measures, as appropriate, established or approved from time to time, by the Compensation Committee. (b) Further, on December 19, 2007 Executive Officer was awarded a grant of 100,000 options (the “Options”) to vest ratably over three years, vesting to occur at the rate of 33.33% each year on the anniversary of the grant date. In addition, Executive has been awarded a grant of 50,000 restricted shares (the “Restricted Shares”) to vest ratably over four years, vesting to occur at the rate of 25% each year on the anniversary of the grant date. Such Options and Restricted Shares shall adopt written performance goals vest in full on the earlier of a Change in Control (as defined in Exhibit A) or on the Stay Date (as defined below) so long as the Executive has not had a Disqualifying Termination prior to such vesting date. (c) In recognition of the efforts of the Executive with respect to the negotiation, execution and consummation of the transactions contemplated by the Master Transaction Agreement, dated July 28, 2008, among the Company and several of its subsidiaries, XL Capital Ltd and certain of its affiliates and certain financial institutions, the Company shall pay the Executive, within three business days after the Bonus Period Effective Date, a lump sum cash payment of US$1,500,000 (the “Annual GoalsTransaction Bonus”). If Annual Goals are met for . (d) Because the Company views the Executive’s services through at least October 31, 2008 (the “Stay Date”) as critical to its restructuring process, the Company shall pay the Executive within three business days after the Effective Date, a Bonus Periodlump sum cash payment of US$550,000 (the “Stay Bonus”). (e) In addition, in consideration of the Executive’s agreement to the Release and Non-Compete provisions set forth herein and waiver of certain rights, the Executive shall earn be entitled to an additional payment (the “Amendment Payment”) in the amount of US$1,250,000, payable in a bonus equal lump sum cash payment within three business days after the Effective Date, the Executive agrees that upon receipt of such payment, he shall irrevocably waive and forfeit any further right or entitlement to fifty percent the following amounts: (50%i) any payments pursuant to the Company’s Offer to Exchange, dated November 13, 2006, (ii) any retention payments not previously paid or indefeasibly earned, except to the extent provided herein, (iii) any other severance payments previously agreed to by the Company under the Prior Agreement, (iv) any vested or unvested options to purchase Company common stock other than the Options, and (iv) any housing benefit payable from and after the Effective Date. (f) Notwithstanding any other provision in this Agreement, in the event the Executive’s employment with the Company is terminated before the Stay Date (i) by the Company by reason of his the conviction of the Executive of a felony involving moral turpitude, dishonesty, or violation of laws to which the Company or its Affiliates are subject in connection with the conduct of its or their business or (ii) by the Executive other than for Good Reason (as defined in Exhibit B) (each, a “Disqualifying Termination”), then current Base Salary (for the Executive agrees to repay the Stay Bonus and the Amendment Payment to the Company within three days after the effective date of such Disqualifying Termination. For avoidance of doubt, a delay termination of the Executive’s employment by any Person reason of the Executive’s death or disability (as defined herein) in the adoption long-term disability plan of written performance goals shall the Company) will not deny be deemed a Disqualifying Termination. (g) The Executive further agrees simultaneously with entering into this Agreement (but with the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount effectiveness thereof to be determined by, and at conditioned on the discretion of, the Chief Executive Officer and as approved by the Board of Directors receipt of the Company payments mentioned in Subsections (c), (d) and (e), above), to execute and deliver the General Release and Consent Not to Sxx (the “BoardRelease”). Annual bonuses shall be payable to ) attached as Exhibit C. For avoidance of doubt, the Executive within 45 days after the end of the applicable Bonus Period (or within 30 days of the date on which it is determined Parties acknowledge and agree that the Annual Goals have been metRelease does not waive or release (a) any rights under this Agreement, exceeded, (b) any right to any vested or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the year following the year of the Bonus Period). Nothing accrued benefits (except as set forth in this Section 4 shall limit the Board of Directors from awarding additional bonuses Agreement) or to the Executive based upon achievement of Company objectivesclaim benefits under employee benefit plans (including welfare benefit, other than the Annual Goalsretirement and, during the Bonus Period, except as set forth in the sole discretion Agreement, equity-related plans), (c) any right of indemnification (including, without limitation, indemnification, legal defense and related rights under the Board. Any Company’s certificate of incorporation, by-laws or other such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which the amount of such bonusorganic documents), if any, is determined; provided, however, that the determination must be made on or before June 30 of the year following the year of the Bonus Period. Within ninety and (90d) days of the Effective Date, Executive any rights under directors and Chief Executive Officer shall adopt the Annual Goals for the initial Bonus Periodofficers’ liability insurance policies.

Bonuses. (a) In addition to the Base Salary, the Executive shall participate in the Company’s current bonus plan for senior corporate officers (the “Bonus Plan”), 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 percent ( %) of the Base Salary earned during the calendar year (the “Target Bonus”) and is contingent on the Executive meeting certain performance criteria and the Company achieving certain financial criteria, and up to percent ( %) of the Base Salary earned during the calendar year (the “Maximum Bonus”) if the Executive exceeds certain performance criteria and the Company exceeds certain financial criteria all as determined in the reasonable discretion of the Board of Directors and its Compensation Committee. The Executive shall be eligible entitled to earn an annual bonus during each fiscal year (such year being referred to herein as a increases in the “Bonus Period”) that he remains an executive employee of the Company through the end of the Bonus Period. For each Bonus Period the Executive Target Bonus” and the Chief Executive Officer “Maximum Bonus” during the term hereof as shall adopt written performance goals within the Bonus Period (“Annual Goals”). If Annual Goals are met for a Bonus Period, the Executive shall earn a bonus equal to fifty percent (50%) of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) in the adoption of written performance goals shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the discretion of, the Chief Executive Officer and as approved by the Compensation Committee of the Board of Directors in its sole discretion, taking account of the performance of the Company and the Executive, and other factors generally considered relevant to the salaries of executives holding similar positions with enterprises comparable to the Company. Notwithstanding the foregoing, in the event that the Executive 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 this Section 3.2 shall be payable between January 1 and March 15 (inclusive) of the calendar year following the calendar year for which the bonus is determined in accordance with the Company’s normal practices. In the event that the Executive is employed for less than the full calendar year in the year in which the Executive’s Termination Date occurs (“BoardTermination Year”), the bonus payable to the Executive shall be subject to Sections 4 and 5 of this Agreement and calculated based on the Executive meeting certain performance criteria and the Company achieving certain year-end financial criteria, all as determined by the Compensation Committee of the Board of Directors, in its sole discretion. Annual bonuses Such bonus shall be pro-rated for the portion of the Termination Year during which the Executive was employed by the Company. With respect to the bonus for the Termination Year, any bonus payable pursuant to this Section 3.2 shall be payable to the Executive within 45 days after between January 1 and March 15 (inclusive) of the calendar year following the calendar year for which the bonus is determined in accordance with the Company’s normal practices. (c) For any year beginning during the twenty-four (24) month period following a Change in Control (the “Change in Control Period”), as well as for any year in which a Change in Control occurs if such Change in Control occurs prior to the grant of annual bonus opportunities for such year, to assure that Executive will have an opportunity to earn annual incentive compensation, the Executive shall be included in a bonus plan of the Company which shall satisfy the standards described above and in this Section 3(c) (such plan, the “Post-Change-in-Control Bonus Plan”). Bonuses under the Post-Change-in-Control Bonus Plan shall be payable with respect to achieving such financial or other goals reasonably related to the business of the Company as the Company shall establish (the “Goals”), all of which Goals shall be reasonably attainable, by the end of the applicable Bonus Period (year of grant, with approximately the same degree of probability as the most attainable goals under the Company’s bonus plan or within 30 days plans as in effect at any time during the 180-day period immediately prior to the Change in Control and in view of the date on which it is determined that Company’s existing and projected financial and business circumstances applicable at the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 time. The amount of the year following bonus (the “Bonus Amount”) that Executive is eligible to earn under the Post-Change-in-Control Bonus Plan shall be no less than one hundred percent (100%) of the Target Bonus for which the Executive was eligible in the year prior to the Change in Control for achievement of the target Goals, and no less than one hundred percent (100%) of the Maximum Bonus for which the Executive was eligible in the year prior to the Change in Control for achievement exceeding the target Goals, and in the event the target level of Goals are not achieved, the Post-Change-in-Control Bonus Plan shall provide for a payment of a Bonus Amount equal to a portion of the Targeted Bonus reasonably related to that portion of the Goals which were achieved. Notwithstanding the foregoing, if, during a Change in Control Period). Nothing , employees of the Company or the successor or acquirer in this Section 4 shall limit the Board of Directors from awarding additional bonuses Change in Control who are similarly situated to the Executive based upon achievement of Company objectivesare eligible for greater bonus amounts than those provided by the foregoing sentence, other then the Executive shall be eligible for a Bonus Amount no less than that offered to such similarly situated employees. In the event that the Executive is employed for less than the Annual Goalsfull year for which a Post-Change-in-Control Bonus Plan is in effect, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which shall be determined as described in Section 3.2(b) except that no discretion may be applied to reduce the amount of such bonus, if any, is determined; provided, however, that the determination must be made on or before June 30 of bonus otherwise payable to the year following the year of the Bonus Period. Within ninety (90) days of the Effective Date, Executive and Chief Executive Officer any subjective performance objectives applicable to the bonus shall adopt the Annual Goals for the initial Bonus Periodbe deemed satisfied.

Bonuses. The Employee shall have the right to participate in the Company’s then-current bonus plan. Subject to and in accordance with the terms and conditions of such plan and this paragraph, and subject to the approval of the Board of Directors in its discretion, upon achievement of all bonus-related goals and objectives set by the Board of Directors and/or the Chief Executive Officer for the Company and for Employee (the “Bonus Objectives”), Employee shall receive a cash bonus equal to $250,000 (“Target Bonus”), less standard payroll deductions and withholding as are applicable to similarly situated employees. Employee’s Target Bonus shall be eligible subject to earn an annual bonus during each fiscal year (such year being referred to herein as a “Bonus Period”) that he remains an executive employee review and may, at the discretion of the Company’s Board of Directors, be increased from time to time. The Company through shall have the end of sole discretion to (i) change or eliminate bonus plans or programs at any time (provided, however, that after the bonus plan and Target Bonus Period. For each Bonus Period objectives have been established by the Board and/or the Chief Executive and Officer for a given year, neither the Board nor the Chief Executive Officer shall adopt written performance goals within later materially change the bonus plan or Bonus Objectives for such year to Employee’s detriment without Employee’s consent), (ii) determine whether the Bonus Period (“Annual Goals”). If Annual Goals are met Objectives for a Bonus Periodgiven year have been achieved, the Executive shall earn a bonus equal to fifty percent and (50%iii) of his then current Base Salary determine (for the avoidance of doubt, a delay by any Person (as defined herein) in the adoption of written performance goals shall not deny the Executive any bonus or, upon the adoption accordance with this Section and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, Objectives and bonus plan) the Executive may earn a bonusamount of bonus earned by Employee, if any. Notwithstanding the foregoing, equal the bonus payable to an amount Employee in each of 2012 and 2013, subject to his continued employment by the Company but irrespective of his or the Company’s performance in respect of the Bonus Objectives, shall not be determined byless than $125,000. Bonuses are intended to retain valuable Company employees, and at if Employee is not employed for any reason on the discretion of, the Chief Executive Officer and as approved by the Board of Directors last day of the Company (bonus year, he will not have earned the “Board”)bonus and, except as expressly provided herein with respect to the Severance Bonus, no partial or pro-rata bonus will be paid. Annual bonuses Any bonus paid pursuant to this Section 4 shall be payable to paid net of standard payroll deductions and withholdings. The target payment date for any bonus measured on the Executive within 45 days after basis of a calendar year shall be between January 1 and April 15 of the calendar year following the end of the applicable Bonus Period (or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the year following the year of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which the amount of such bonus, if any, is determinedperformance period; provided, however, that the determination must such bonus shall be made on or before June 30 paid no later than April 15 of the such calendar year following the year end of the Bonus Period. Within ninety (90) days of the Effective Date, Executive and Chief Executive Officer shall adopt the Annual Goals for the initial Bonus Periodperformance period.

Bonuses. (a) In addition to the Base Salary, the Executive shall participate in the Company’s current bonus plan for senior corporate officers (the “Bonus Plan”), 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 sixty percent (60%) of the Base Salary earned during the calendar year (the “Target Bonus”) and is contingent on the Executive meeting certain performance criteria and the Company achieving certain financial criteria, and up to one hundred twenty percent (120%) of the Base Salary earned during the calendar year (the “Maximum Bonus”) if the Executive exceeds certain performance criteria and the Company exceeds certain financial criteria all as determined in the reasonable discretion of the Board of Directors and its Compensation Committee. The Executive shall be eligible entitled to earn an annual bonus during each fiscal year (such year being referred to herein as a increases in the “Bonus Period”) that he remains an executive employee of the Company through the end of the Bonus Period. For each Bonus Period the Executive Target Bonus” and the Chief Executive Officer “Maximum Bonus” during the term hereof as shall adopt written performance goals within the Bonus Period (“Annual Goals”). If Annual Goals are met for a Bonus Period, the Executive shall earn a bonus equal to fifty percent (50%) of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) in the adoption of written performance goals shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the discretion of, the Chief Executive Officer and as approved by the Compensation Committee of the Board of Directors in its sole discretion, taking account of the performance of the Company and the Executive, and other factors generally considered relevant to the salaries of executives holding similar positions with enterprises comparable to the Company. Notwithstanding the foregoing, in the event that the Executive 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 this Section 3.2 shall be payable between January 1 and March 15 (inclusive) of the calendar year following the calendar year for which the bonus is determined in accordance with the Company’s normal practices. In the event that the Executive is employed for less than the full calendar year in the year in which the Executive’s Termination Date occurs (“BoardTermination Year”), the bonus payable to the Executive shall be subject to Sections 4 and 5 of this Agreement and calculated based on the Executive meeting certain performance criteria and the Company achieving certain year-end financial criteria, all as determined by the Compensation Committee of the Board of Directors, in its sole discretion. Annual bonuses Such bonus shall be pro-rated for the portion of the Termination Year during which the Executive was employed by the Company. With respect to the bonus for the Termination Year, any bonus payable pursuant to this Section 3.2 shall be payable to the Executive within 45 days after between January 1 and March 15 (inclusive) of the calendar year following the calendar year for which the bonus is determined in accordance with the Company’s normal practices. (c) For any year beginning during the twenty-four (24) month period following a Change in Control (the “Change in Control Period”), as well as for any year in which a Change in Control occurs if such Change in Control occurs prior to the grant of annual bonus opportunities for such year, to assure that Executive will have an opportunity to earn annual incentive compensation, the Executive shall be included in a bonus plan of the Company which shall satisfy the standards described above and in this Section 3(c) (such plan, the “Post-Change-in-Control Bonus Plan”). Bonuses under the Post-Change-in-Control Bonus Plan shall be payable with respect to achieving such financial or other goals reasonably related to the business of the Company as the Company shall establish (the “Goals”), all of which Goals shall be reasonably attainable, by the end of the applicable Bonus Period (year of grant, with approximately the same degree of probability as the most attainable goals under the Company’s bonus plan or within 30 days plans as in effect at any time during the 180-day period immediately prior to the Change in Control and in view of the date on which it is determined that Company’s existing and projected financial and business circumstances applicable at the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 time. The amount of the year following bonus (the “Bonus Amount”) that Executive is eligible to earn under the Post-Change-in-Control Bonus Plan shall be no less than one hundred percent (100%) of the Target Bonus for which the Executive was eligible in the year prior to the Change in Control for achievement of the target Goals, and no less than one hundred percent (100%) of the Maximum Bonus for which the Executive was eligible in the year prior to the Change in Control for achievement exceeding the target Goals, and in the event the target level of Goals are not achieved, the Post-Change-in-Control Bonus Plan shall provide for a payment of a Bonus Amount equal to a portion of the Targeted Bonus reasonably related to that portion of the Goals which were achieved. Notwithstanding the foregoing, if, during a Change in Control Period). Nothing , employees of the Company or the successor or acquirer in this Section 4 shall limit the Board of Directors from awarding additional bonuses Change in Control who are similarly situated to the Executive based upon achievement of Company objectivesare eligible for greater bonus amounts than those provided by the foregoing sentence, other then the Executive shall be eligible for a Bonus Amount no less than that offered to such similarly situated employees. In the event that the Executive is employed for less than the Annual Goalsfull year for which a Post-Change-in-Control Bonus Plan is in effect, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which shall be determined as described in Section 3.2(b) except that no discretion may be applied to reduce the amount of such bonus, if any, is determined; provided, however, that the determination must be made on or before June 30 of bonus otherwise payable to the year following the year of the Bonus Period. Within ninety (90) days of the Effective Date, Executive and Chief Executive Officer any subjective performance objectives applicable to the bonus shall adopt the Annual Goals for the initial Bonus Periodbe deemed satisfied.

Bonuses. The Executive shall be eligible Board of Directors or, at its election, its Compensation Committee, shall, from time to earn an annual bonus time, adopt and on or before such date during each fiscal year as shall be determined by the Board or such Committee, and approve a business plan with respect to financial, operating and other performance expectations and objectives for each fiscal year ("Annual Plan'). The Annual Plan shall include minimum performance objectives for such year being referred to herein as a “Bonus Period”) that he remains an executive employee fiscal year. Promptly following the issuance of the Company through Company's audited financial statements for each fiscal year, the end of Board shall determine whether and to what extent the Bonus Period. For each Bonus Period performance objectives in the Executive and the Chief Executive Officer shall adopt written performance goals within the Bonus Period (“Annual Goals”)Business Plan have been achieved. If Annual Goals are met for a Bonus Periodthe minimum performance objectives have not been achieved, no incentive bonus shall be payable. If the minimum performance objectives have (a) been achieved, the Executive Employee shall earn be entitled to receive a bonus equal to fifty percent (50%) 40% of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) in the adoption of written performance goals shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and effect at the discretion of, the Chief Executive Officer and as approved by the Board of Directors of the Company (the “Board”). Annual bonuses shall be payable to the Executive within 45 days after the end of the applicable Bonus Period fiscal year, or (or within 30 days of the date on which it is determined that the Annual Goals have b) been met, exceeded, or the Employee shall be entitled to receive, in addition to the bonus described in the preceding clause (a) such additional bonus amounts (not metexceeding an aggregate of 75% of such Salary) as may be determined by the Board in its sole discretion. If, whichever is later; providedfor any reason, however that the determination must be made on or before June 30 of the year following the year of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional or Compensation Committee has not fixed and established an Annual Plan for any particular fiscal year, incentive bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall nonetheless be payable to in substantially the Executive within 30 days of same amounts as determined in accordance with the date on which the amount of such bonus, if any, is determinedpreceding two sentences; provided, however, that the determination must purpose of determining whether any performance objectives have been achieved, reference shall be made on or before June 30 of to the five year following the year of the Bonus Period. Within ninety (90) days of the Effective Date, Executive Business Plan adopted and Chief Executive Officer shall adopt the Annual Goals approved for the initial Company. Bonus Periodpayments shall be made not later than 120 days after the end of each fiscal year and the determination of performance objectives shall be based on results of operations set forth in the Company's annual audited financial statements with appropriate accruals to reflect bonus-related expenses."

Bonuses. The (a) Not later than 30 days after Executive's entering into this Agreement, the Company shall pay to the Executive a signing bonus in the amount of $100,000. (b) Not later than 30 days after the Effective Date, Executive shall prepare and present to the CEO written financial, operational and other objectives (the "Performance Objectives") for the Company's fiscal year ending February 3, 2004. If such Performance Objectives are approved and accepted by the CEO, Executive's target bonus for such fiscal year shall be eligible equal to earn an 50% of Executive's annual bonus during Base Salary for such year. For each fiscal year (such year being referred during the Employment Term thereafter, Executive shall prepare and submit Performance Objectives to herein as a “Bonus Period”) that he remains an executive employee the CEO during the normal course of the Company through Company's planning cycle and before the end commencement of the Bonus Period. For each Bonus Period the Executive and the Chief Executive Officer shall adopt written performance goals within the Bonus Period (“Annual Goals”)new fiscal year. If Annual Goals such subsequent Performance Objectives are met for a Bonus Period, the Executive shall earn a bonus equal to fifty percent (50%) of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) in the adoption of written performance goals shall not deny the Executive any bonus or, upon the adoption accepted and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the discretion of, the Chief Executive Officer and as approved by the Board CEO, Executive's target bonus for such fiscal years shall be based on 50% of Directors Executive's Base Salary in effect as of the Company (start of such fiscal year. In the “Board”)event of any disagreement between the CEO and Executive concerning the acceptance and approval of Performance Objectives, the CEO and Executive shall negotiate in good faith to attempt to resolve such differences. Annual bonuses shall be payable to reduced pro rata for any fiscal year that is not a full year (based on the Executive within 45 actual number of days of such year included in the Employment Term). Each annual bonus shall be paid no later than 30 days after the end Company's audited financial statements with respect to the year for which the annual bonus is awarded are available. If the Performance Objectives accepted by the CEO are exceeded in any year, the annual bonus shall be increased by 1% of Base Salary for each 1% of excess, up to a maximum bonus of 100% of Base Salary for the achievement of 150% of the applicable Bonus Period (or within 30 days of Performance Objectives. If the date on which it is determined that Performance Objectives accepted by the Annual Goals have been met, exceeded, or CEO are not met, whichever is later; provided, however the Executive shall not be entitled to any bonus. (c) To the extent that the determination must Executive's bonus and base salary in any fiscal year is in excess of $1 million, payment of an amount equal to such excess shall be made on automatically deferred. Amounts deferred under this Paragraph 4(c) shall be credited annually with interest at the Company's borrowing rate and shall be paid to Executive (or before June 30 of the year following the year of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Periodhis estate, in the sole discretion case of death) in a single lump sum three months following his termination of employment. Amounts deferred under this Paragraph 4(c) shall represent an unfunded, unsecured obligation of the BoardCompany. Any such additional discretionary bonus shall be payable The Company will establish a "rabbi trust" reasonably acceptable to the Executive within 30 days of the date on which the amount of such bonus, if any, is determined; provided, however, that the determination must be made on or before June 30 of the year following the year of the Bonus Period. Within ninety (90) days of the Effective Date, Executive and Chief will fund its deferred compensation obligation to Executive Officer shall adopt the Annual Goals for the initial Bonus Periodby transferring to such rabbi trust, cash or other assets sufficient to satisfy such obligation.

Bonuses. The During the Term, Executive shall will be eligible to earn receive an annual bonus during each fiscal year in accordance with the Gulfport Energy Corporation 2014 Executive Annual Incentive Compensation Plan as established by the Compensation Committee or the Board from time to time (such year being referred to herein as a “Bonus Period”) that he remains an executive employee of the Company through the end of the Bonus Period. For each Bonus Period the Executive and the Chief Executive Officer shall adopt written performance goals within the Bonus Period (“Annual GoalsBonus”). If The Annual Goals are met for a Bonus Period, the Executive shall earn a bonus equal to fifty percent (50%) of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) in the adoption of written performance goals shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to will be determined by, and at the discretion of, the Chief Executive Officer and as approved by the Board of Directors of the Company (the “Board”). Annual bonuses shall be payable to the Executive within 45 days after the end of the applicable Bonus Period (Compensation Committee or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the year following the year of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectivesperformance goals as determined by the Compensation Committee or the Board for each fiscal year of the Company. Executive will be eligible to receive a target Annual Bonus of 75% of Base Salary subject to achievement of such performance goals, other than up to a maximum of 200% of Base Salary. The target Annual Bonus may be increased, but not decreased below the Annual Goals75% level specified in this Section, during at the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall The Compensation Committee or the Board may establish threshold performance goals that will result in an Annual Bonus of 50% of Base Salary, but no amount of Annual Bonus will be payable to paid for performance results below the Executive threshold performance goals. The Annual Bonus will be paid within 30 fifteen (15) business days after the later of: (i) the written certification by the Compensation Committee of the date on which achievement of the amount performance goals; and (ii) completion and release of such bonus, if any, is determinedthe audited financial statements for the applicable fiscal year; provided, however, that the determination must be made on or before June 30 subject to, and except as provided in Section 6 of the year following the year of the Bonus Period. Within ninety (90) days of the Effective Datethis Agreement, Executive and Chief Executive Officer shall adopt must still be employed by the Company on the payment date to receive the Annual Goals Bonus. The Company may satisfy the Annual Bonus under this Agreement, by means of an award under the Gulfport Energy Corporation 2014 Executive Annual Incentive Compensation Plan or any annual bonus or cash incentive compensation plan it maintains or may in the future adopt for its executives and any such award may be subject to additional terms and conditions under the initial terms of such plan. The Company will have the right to condition the payment of any Annual Bonus Periodamounts on Executive’s execution of a document reasonably acceptable to the Company pursuant to which Executive confirms, ratifies and agrees that this Agreement and all of its provisions are valid and binding and are enforceable against Executive in accordance with their terms. Any bonus payable with respect to the 2014 calendar year may be prorated by the Compensation Committee to reflect the partial year performance.

Bonuses. The Upon execution of this Agreement, Executive will be entitled to receive a signing bonus equal to $262,500, such payment to be made in a cash lump sum on the first payroll date following the execution of this Agreement. During the Employment Period, Executive shall be eligible entitled to earn an annual bonus during each fiscal year (such year being referred to herein as a the “Bonus PeriodAnnual Bonus”) that he remains an executive employee based on criteria adopted by the Compensation Committee of the Company through the end of the Bonus Period. For each Bonus Period the Executive and the Chief Executive Officer shall adopt written performance goals within the Bonus Period (“Annual Goals”). If Annual Goals are met for a Bonus Period, the Executive shall earn a bonus equal to fifty percent (50%) of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) in the adoption of written performance goals shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the discretion of, the Chief Executive Officer and as approved by the Board of Directors of the Company (the “BoardCompensation Committee”). Annual bonuses ) for earning Bonuses which shall be payable adopted by the Compensation Committee annually for its senior executives. Bonuses shall be paid by the Company to the Executive within 45 days promptly after the end of the applicable Bonus Period (or within 30 days of the date on which it is determined determination that the Annual Goals relevant targets have been met, exceeded, or not met, whichever is later; provided, however it being understood that the determination must attainment of any financial targets associated with any bonus shall not be made on or before June 30 determined until following the completion of the Company’s annual audit and public announcement of such results and shall be paid promptly following the Company’s announcement of earnings. Notwithstanding any provision herein to the contrary, Executive shall be paid an amount equal to $87,500 as his Annual Bonus for the calendar year 2011. The annual “Target Bonus” for Executive for each calendar year after 2011 shall be 100% of the associated Base Salary for such year based upon achievement of 100% of the criteria for Executive established by the Compensation Committee. Any annual Target Bonus earned by Executive shall be paid no later than March 15 of the year following the year to which the Target Bonus relates. With respect to each Target Bonus, in the event that Executive does not achieve 100% of the established criteria or exceeds the established criteria, then Executive shall receive a pro rata portion of the Target Bonus Periodbased on the percentage of the criteria achieved by Executive. For illustrative purposes only, if Executive achieved 95% of the established criteria for the Annual Bonus, then Executive would receive an Annual Bonus equal to 95% of the Target Bonus, and if Executive achieved 110% of the established criteria, then Executive would receive an Annual Bonus equal to 110% of the Target Bonus. Notwithstanding the foregoing (but expressly excluding the calendar year 2011), if Executive does not achieve at least 75% of the established criteria for an Annual Bonus, then Executive shall not receive an Annual Bonus for such year. Nothing For the avoidance of doubt, if Executive is employed upon expiration of the term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Company on the date the Annual Bonus is paid for such last year. Notwithstanding anything to the contrary in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period5, in the sole discretion event of the Board. Any such additional discretionary bonus a Change of Control, Executive shall be payable eligible for an Annual Bonus in accordance with the policies and programs provided by the acquiring corporation and/or the successor to the Executive within 30 days of the date on which the amount of such bonusCompany, if any, is determined; provided, however, that the determination must be made on or before June 30 of the year following the year of the Bonus Period. Within ninety (90) days of the Effective Date, Executive and Chief Executive Officer shall adopt the Annual Goals for the initial Bonus Periodas applicable.

Bonuses. a. During the Term of Employment, the Executive shall be eligible for an annual cash bonus from 0% to 60% of the Base Salary in effect as of the beginning of each Bonus Period (as defined in Section 3.2(e) below) with a minimum bonus for achieving minimum expectations of the Compensation Committee of 15% of the Base Salary in effect as of the beginning of that Bonus Period (the “Cash Bonus”). The Compensation Committee will establish its minimum expectations and annual objectives for the Executive for each Bonus Period and communicate those expectations and objectives to the Executive in an executive session of the Committee. b. The Executive shall be eligible to earn for an annual bonus during each long-term incentive Bonus of up to 150% of the Base Salary in effect as of the beginning of the Bonus Period (as defined in Section 3.2(e), below) reduced by the amount of the Cash Bonus payable with respect to the same Bonus Period, if any (the “Long-Term Bonus”), which may be paid in cash or may be awarded and paid pursuant to such plan or arrangement as the Company may from time to time establish. The Long-Term Bonus awards may be made subject to a vesting schedule and subject to the satisfaction of certain long-term performance criteria which the Compensation Committee may establish (and adjust) from time to time and communicate to the Executive. The Compensation Committee shall have the discretion to settle the Long-Term Bonus awards that become payable to the Executive in cash or equity interests of the Company. c. For the Bonus Period (as defined in Section 3.1(e) below) in which the Executive’s employment with the Company terminates for any reason other than by the Company for Cause under Section 5.1 hereof, the Company shall pay the Executive a pro rata portion (based upon the period ending on the date on which the Executive’s employment with the Company terminates) of the Cash Bonus otherwise payable under Section 3.2(a) and the Long-Term Bonus otherwise payable under Section 3.2(b) for the Bonus Period in which such termination of employment occurs. The Bonus Period shall be deemed to end on the last day of the fiscal year (such year being quarter of the Company in which the Executive’s employment so terminates, and the business criteria for this short Bonus Period shall be annualized and shall be determined based upon unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, and reviewed and approved by the Compensation Committee of the Board. The Incentive Compensation described in this Section 3.2(c) is sometimes hereinafter referred to herein as the “Termination Year Bonus.” d. The Executive may receive such additional compensation, if any, as the Board may in its sole and absolute discretion determine. e. Any bonuses payable pursuant to this Section 3.2 are sometimes hereinafter referred to as “Incentive Compensation.” Each period for which Incentive Compensation is payable is sometimes hereinafter referred to as a “Bonus Period”) that he remains an executive employee of .” Unless otherwise specified by the Board or as provided in Section 3.2(c), the Bonus Period with respect to each Cash Bonus and each Long-Term Bonus shall be the calendar year. f. Any Incentive Compensation payable pursuant to this Section 3.2 shall be paid or awarded by the Company through to the Executive within 2 1/2 months after the end of the Bonus Period. For each Bonus Period the Executive and the Chief Executive Officer shall adopt written performance goals within the Bonus Period (“Annual Goals”). If Annual Goals are met for a Bonus Period, the Executive shall earn a bonus equal to fifty percent (50%) of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) in the adoption of written performance goals shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the discretion of, the Chief Executive Officer and as approved by the Board of Directors of the Company (the “Board”). Annual bonuses shall be payable to the Executive within 45 days after the end of the applicable Bonus Period (or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the year following the year of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which the amount of such bonus, if any, is determined; provided, however, that the determination must be made on or before June 30 of the year following the year of the Bonus Period. Within ninety (90) days of the Effective Date, Executive and Chief Executive Officer shall adopt the Annual Goals for the initial Bonus Periodpayable.

Bonuses. The Executive (a) Employee will be eligible for a bonus for Employee’s work through December 31, 2007, based on the number of days employed in 2007, divided by 365, times $112,500, and will receive such bonus if he achieves the goals outlined in Exhibit A. Beginning in calendar year 2008, and thereafter while this Agreement is in effect, the Employee shall be eligible to earn an receive a discretionary calendar year annual bonus during each fiscal year (such year being referred to herein as a “Bonus Period”) that he remains in an executive employee amount of the Company through the end of the Bonus Period. For each Bonus Period the Executive and the Chief Executive Officer shall adopt written performance goals within the Bonus Period (“Annual Goals”). If Annual Goals are met for a Bonus Period, the Executive shall earn a bonus equal up to fifty percent (50%) of his then current Base Salary (for Compensation. The award of the avoidance bonus shall be subject to the Employee’s satisfactory achievement of doubt, a delay by any Person (as defined herein) in the adoption of written mutually agreed upon performance goals. These performance goals shall not deny will be established within the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the discretion of, the Chief Executive Officer and as approved by the Board of Directors of the Company first sixty (the “Board”). Annual bonuses shall be payable to the Executive within 45 days after the end of the applicable Bonus Period (or within 30 60) days of the date calendar year. It shall be the Employee’s obligation to initiate the goal setting process by making a written recommendation to the CEO and Board in advance of, or within the first quarter of, each calendar year and the Board is under no obligation to consider a bonus for the Employee should he fail to do so. If the Company and the Employee are unable to agree on mutually acceptable performance goals, then the Company shall set the bonus goals after consultation with the Employee. The Company, in its sole discretion, shall determine the extent to which it the performance goals upon which the annual bonus is determined that the Annual Goals based have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the year following the year of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which the amount of such bonus, if any, is determinedachieved; provided, however, that Employee’s achievement of said goals shall to the greatest extent possible be measured by objective, versus subjective, criteria to ensure fairness to Employee in any such determination process. Employee’s eligibility for any bonus upon termination either without Cause or for Good Reason shall be as set forth in paragraph 4.2(b) of this Agreement. For any other termination, employee must be made on or before June 30 remain an active employee through the end of the year following applicable bonus year, and will not earn any bonus if employment terminates for any other reason before the year end of the Bonus Periodbonus year. (b) Employee shall be eligible to participate in any incentive compensation plans Company approves for its executive level employees and/or officers from time to time. Within ninety (90) days The Employee also will be eligible during the term of this Agreement for such other bonus payments as may be awarded to the Effective Date, Executive and Chief Executive Officer shall adopt Employee by the Annual Goals for the initial Bonus PeriodCompany.

Bonuses. The a. During the Term of Employment, for each calendar year during the Term of Employment (the "Bonus Period"), the Board shall establish a bonus pool from which the Executive shall be eligible to earn receive an annual bonus during each fiscal year potentially equal to twenty-five percent (such year being referred to herein as a “Bonus Period”25%) that he remains an executive employee of the Company through Executive's Base Salary (the end of "Bonus Payment"), to be determined by the Bonus Period. For each Bonus Period Executive's supervisor and based ------------- upon the satisfaction by the Executive and/or the Company of quarterly and annual goals (the Chief Executive Officer shall adopt written performance goals within "Goals"), to be established by the Bonus Period (“Annual Goals”)Company. If Annual Notwithstanding ----- the foregoing, in the event that the Goals are met either exceeded or not fully achieved for a Bonus Period, the Executive shall earn may be eligible to receive a bonus equal to fifty Bonus Payment in an amount in excess of or less than twenty-five percent (5025%) of his then current the Executive's Base Salary (for the avoidance of doubtSalary. In addition, a delay by any Person (as defined herein) in the adoption of written performance goals shall not deny the Executive is eligible to receive quarterly bonuses of up to $5,000 based upon successful completion of quarterly objectives. b. For the Bonus Period in which the Executive's employment with the Company terminates for any bonus orreason other than by the Company for Cause under Section 6.1 hereof, upon provided that the adoption and achievement Executive has been continuously employed with the Company for a minimum of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for six (6) months during such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the discretion of, the Chief Executive Officer and as approved by the Board of Directors of the Company (the “Board”). Annual bonuses shall be payable to pay the Executive within 45 days after a pro rata portion (based upon the end of period beginning on the applicable Bonus Period (or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the year following the year first day of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of Period and ending on the date on which the amount Executive's employment with the Company terminates) of the bonus otherwise payable under Section 4.2 for the Bonus Period in which such bonus, if any, is determinedtermination of employment occurs; provided, however, that (i) the determination must Bonus Period shall be made deemed to end on or before June 30 the last day of the year following calendar quarter in which the year Executive's employment so terminates, and (ii) the business criteria used to determine the bonus for this short Bonus Period shall be annualized and shall be determined based upon audited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, and reviewed and approved by the Compensation Committee of the Board. The Incentive Compensation for this Bonus PeriodPeriod is sometimes hereinafter referred to as the "Termination Year Bonus". Within ninety (90) days of the Effective Date, Executive and Chief Executive Officer shall adopt the Annual Goals for the initial Bonus Period.----------------------

Bonuses. The Executive shall be eligible to earn an annual bonus during each fiscal year (such year being referred to herein as a “Bonus Period”) that he remains an executive employee of the Company through the end of the Bonus Period. For each Bonus Period the Executive and the Chief Executive Officer Board of Directors shall adopt written performance goals within the Bonus Period (“Annual Goals”). If Annual Goals are met for a Bonus Period, the Executive shall earn a bonus equal to fifty percent (50%) 100% of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) person in the adoption of written performance goals shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the sole discretion of, the Chief Executive Officer and as approved by the Board of Directors of the Company (the “Board”)Directors. Annual bonuses shall be payable to the Executive within 45 days after the end of the applicable Bonus Period (or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the year following the year of the Bonus Period). Nothing in this Section paragraph 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable Notwithstanding anything herein to the Executive within 30 days contrary, Executive’s annual bonus for the initial Bonus Period (and only the initial Bonus Period) shall not be less than 50% of the date on which the amount of such bonussalary earned in 2006. Further, if any, is determined; provided, however, that the determination must be made on or before June 30 of the year following the year of the Bonus Period. Within within ninety (90) days of the Effective Date, Executive and Chief Executive Officer the Board of Directors shall adopt the Annual Goals for the initial Bonus Period.

Bonuses. The (i) During the portion of the Term beginning after the conclusion of Fiscal Year 2024, if any, Executive shall be eligible to earn receive an annual bonus, semi-annual bonus during or such other periodic bonus as determined by the Board (or the Compensation Committee thereof), in each fiscal year case based on an annualized target bonus opportunity of One Hundred Fifty Percent (such year being referred to herein as a “Bonus Period”) that he remains an executive employee of the Company through the end of the Bonus Period. For each Bonus Period the Executive and the Chief Executive Officer shall adopt written performance goals within the Bonus Period (“Annual Goals”). If Annual Goals are met for a Bonus Period, the Executive shall earn a bonus equal to fifty percent (50150%) of his then current the Annual Base Salary (for the avoidance “Target Annual Bonus”), which shall be payable based upon the attainment of doubt, a delay by any Person (as defined herein) in the adoption of written Company performance goals shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the discretion of, the Chief Executive Officer and as approved established by the Board of Directors (or the Compensation Committee thereof), with the opportunity to make up to Two Hundred Percent (200%), on an annualized basis, of the Company (the “Board”). Annual bonuses Base Salary, which shall be payable to if the Executive within 45 days after the end of the applicable Bonus Period (or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the year following the year of the Bonus Period)Company exceeds such performance goals. Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any Each such additional discretionary bonus shall be payable on, or at such date as is determined by the Board within one hundred twenty (120) days following the last day of the Fiscal Month, Fiscal Quarter or Fiscal Year, as applicable, with respect to which such bonus relates. (ii) Notwithstanding anything in Section 3(b)(i) to the contrary, for Fiscal Year 2024, Executive within 30 days shall be eligible to receive a pro rata amount of an annual performance-based cash bonus (the “2024 Annual Bonus”) based on a target bonus opportunity of One Hundred Fifty Percent (150%) of the date on Annual Base Salary, which shall be payable based upon the attainment of Company performance goals established for Fiscal Year 2024 by the Compensation Committee solely for purposes of determining the 2024 Annual Bonus, with the opportunity to make up to Two Hundred Percent (200%) of the Annual Base Salary, which shall be payable if the Company exceeds such performance goals, with such pro rata amount being equal to the target amount of the 2024 Annual Bonus as adjusted based on the attainment of such bonusCompany performance goals established for Fiscal Year 2024 as determined by the Compensation Committee multiplied by a fraction, if any, the numerator of which is determined; provided, however, that the determination must be made number of full Fiscal Months in Fiscal Year 2024 on or before June 30 of the year following the year Effective Date and the denominator of which is the number of full Fiscal Months in Fiscal Year 2024. The performance criteria and goals for the 2024 Annual Bonus Period. Within ninety (90) days of have been established by the Compensation Committee and will be communicated to Executive no later than the Effective Date. The 2024 Annual Bonus shall be payable on, or at such date as is determined by the Board within one hundred twenty (120) days following, the last day of Fiscal Year 2024. (iii) Except as provided in Section 5, notwithstanding any other provision of this Section 3(b), no bonus shall be payable under this Section 3(b) unless Executive remains continuously employed with the Company during the period beginning on the Effective Date and Chief Executive Officer shall adopt ending on the Annual Goals for the initial Bonus Periodapplicable bonus payment date.

Bonuses. The Executive shall be eligible to earn an annual bonus during each fiscal year (such year being referred to herein as a “Bonus Period”) that he remains an executive employee of During the Company through the end of the Bonus Period. For each Bonus Period the Executive and the Chief Executive Officer shall adopt written performance goals within the Bonus Period (“Annual Goals”). If Annual Goals are met for a Bonus Employment Period, the Executive shall earn a be entitled to an annual bonus equal (the “Annual Bonus”) if the Company meets or exceeds criteria adopted by the Compensation Committee of the Board (the “Compensation Committee”) for earning bonuses which shall be adopted by the Compensation Committee annually. The Annual Bonus shall be paid by the Company to fifty percent (50%) the Executive promptly after determination that the relevant targets have been met, it being understood that the attainment of his then current any financial targets associated with any bonus shall not be determined until following the completion of the Company’s annual audit and public announcement of such results and shall be paid promptly following the Company’s announcement of earnings. For each year that Executive is employed by the Company, the Annual Bonus shall be 100% of Base Salary (upon substantially meeting the budgeted revenues and the budgeted net income or such other criteria established by the Company’s Compensation Committee, and shall be paid pro-rata for performance in excess of such benchmarks, up to a maximum of 300% of Base Salary. For the avoidance of doubt, if Executive is employed immediately prior to the expiration of the term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a delay pro-rata basis through the last date of employment, even if he is not employed by the Company on the date the Annual Bonus is paid for such last year. In addition to the foregoing, additional bonuses may be awarded by the Compensation Committee. Any such bonus shall be paid by the Company to the Executive promptly after determination that if any Person targets relate to fiscal period performance having been met, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s annual audit and public announcement of such results and shall be paid to Executive promptly following the Company’s announcement of earnings. In the event that the Compensation Committee is unable to act or if there shall be no such Compensation Committee, then all references herein to the Compensation Committee (as defined herein) except in the adoption of written performance goals proviso to this sentence) shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount be deemed to be determined byreferences to the Board. Further, and at Executive shall be entitled to a Signing Bonus in the discretion ofamount of $50,000, the Chief Executive Officer and as approved by the Board of Directors of the Company (the “Board”). Annual bonuses which shall be payable on the Effective Date. Additionally, Executive shall be entitled to an annual bonus of $50,000 per annum payable on each of January 31, 2024, January 31, 2025 and January 31, 2026. All bonus or other incentive-based or equity-based compensation provided to the Executive within 45 days after the end of the applicable Bonus Period (or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must shall be made on or before June 30 of the year following the year of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses subject to the Executive based upon achievement of Company objectivesCompany’s Clawback Policy for Restatements, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which the amount of such bonus, if any, is determined; provided, however, that the determination must be made on or before June 30 of the year following the year of the Bonus Period. Within ninety (90) days of the Effective Date, Executive and Chief Executive Officer shall adopt the Annual Goals for the initial Bonus Period.appended hereto as Annex A.

Bonuses. The Executive Company shall be eligible pay to earn an annual Employee a one-time cash bonus during each fiscal year (such year being referred to herein of $85,000 as a “Bonus Period”) that he remains an executive employee of the one-year anniversary of Employee’s official hire date, provided that Employee remains actively employed by the Company through as of that date. In addition, Employee will be offered the end opportunity to participate in the Company’s then-current bonus plan and subject to and in accordance with the terms and conditions of such plan and this paragraph, upon achievement of all Target Bonus objectives set by the Bonus PeriodBoard of Directors and/or the Chief Executive Officer for the Company and for Employee, shall receive a cash bonus equal to $120,000 (“Target Bonus”), less standard payroll deductions and withholding as are applicable to similarly situated employees. For each Bonus Period The Company shall have the sole discretion to change or eliminate bonus plans or programs at any time (provided, however, that after the bonus plan and target objectives have been established by the Board and/or the Chief Executive and Officer for a given year, neither the Board nor the Chief Executive Officer shall adopt written later materially change the bonus plan or target objectives for such year to Employee’s detriment without Employee’s consent), to determine whether performance goals within criteria set forth pursuant to the Bonus Period (“Annual Goals”). If Annual Goals are met bonus plan for a Bonus Periodyear have been achieved, and to determine (in accordance with this paragraph and such performance criteria and bonus plan) the Executive shall earn a bonus equal to fifty percent (50%) amount of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) in the adoption of written performance goals shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonusearned by Employee, if any, equal . Bonuses are intended to an amount to be determined byretain valuable Company employees, and at if Employee is not employed, for any reason on the discretion of, the Chief Executive Officer and as approved by the Board of Directors last day of the Company (bonus year, he will not have earned the “Board”)bonus and, except as expressly provided herein with respect to the Severance Bonus, no partial or pro-rata bonus will be paid. Annual bonuses Any bonus paid pursuant to this Paragraph 5 shall be payable to paid net of standard payroll deductions and withholdings. The target payment date for any bonus measured on the Executive within 45 days after basis of a calendar year shall be between January 1 and March 15 of the calendar year following the end of the applicable Bonus Period (or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the year following the year of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which the amount of such bonus, if any, is determinedperformance period; provided, however, that the determination must such bonus shall be made on or before June 30 paid no later than March 15 of the such calendar year following the year end of the Bonus Periodperformance period. Within ninety (90) days The payment date for any bonus measured on the basis of a performance period other than the calendar year shall be no later than 2-1/2 months following the end of the Effective Date, Executive and Chief Executive Officer shall adopt the Annual Goals for the initial Bonus PeriodCompany’s fiscal year.

Bonuses. The Executive During the Employment Term, the Employee shall be eligible to earn an participate in any annual bonus during each fiscal year (such year being referred to herein as a “Bonus Period”) bonus program that he remains an executive employee of may be provided by the Company through for its key executive employees, subject to its terms and conditions. To the end extent that any payment thereunder is subject to the achievement by the Company of certain financial performance objectives, such objectives shall not be less favorable to the Bonus PeriodEmployee than those applicable to other executive employees participating thereunder. For each Bonus Period Employee shall receive a fixed bonus for 1997 on or before January 31, 1998 equal to Fifty-Four Thousand United States Dollars ($54,000), without regard to the Executive and achievement by the Chief Executive Officer Company of any specific financial performance objectives. On or before March 31, 1998, the Board shall adopt written performance goals within a formal bonus plan (the "Executive Bonus Period Plan") for eligible senior executive officers, including Employee, which shall be in form and substance reasonably satisfactory to the Company and Employee and contain terms and conditions consistent with this Agreement. The Executive Bonus Plan shall provide to Employee (“Annual Goals”). If Annual Goals are met for a Bonus Period, the Executive and he shall earn receive) a bonus for each calendar year after 1997 in the Employment Term in an amount at least equal to fifty Six Hundred Thirty Thousand United States Dollars ($630,000) minus his Base Salary for such year. The Executive Bonus Plan shall provide Employee with a minimum target bonus opportunity of at least one hundred forty-five percent (50145%) of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) each calendar year after 1997 in the adoption Employment Term if the Company attains specified budgeted financial performance objectives for such year, and a maximum bonus opportunity of written at least two hundred fifteen percent (215%) of Base Salary for such year if the Company exceeds such specified budgeted financial performance goals objectives for such year by specified targets. Such objectives and targets shall not deny be determined on an annual basis each year during the Employment Term, and shall be reasonably satisfactory to the Company and Employee. The Executive Bonus Plan (including such objectives and targets) will be initially prepared by Employee or (to the extent he so determines) under his supervision and presented to the Compensation Committee for review. All bonuses payable to Employee under the Executive Bonus Plan or any other annual bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to plan shall be determined by, and at the discretion of, the Chief Executive Officer and as approved by the Board of Directors of the Company (the “Board”). Annual bonuses shall be payable to the Executive within 45 days after the end of the applicable Bonus Period (or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made paid on or before June 30 prior to January 31 of the year following the year of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any for which such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which the amount of such bonus, if any, is determined; provided, however, that the determination must be made on or before June 30 of the year following the year of the Bonus Period. Within ninety (90) days of the Effective Date, Executive and Chief Executive Officer shall adopt the Annual Goals for the initial Bonus Periodpayable.

Bonuses. The Subject to the requirements set forth below, the Company may elect to pay Employee bonuses in its sole discretion. Employee will be offered the opportunity to participate in the Company’s then-current bonus plan, and, subject to and in accordance with the terms and conditions of such plan and this paragraph, upon achievement of all target bonus objectives set by the Board of Directors and/or the Chief Executive Officer for the Company and for Employee, shall be eligible receive a cash bonus equal to earn an annual bonus during each fiscal year 100% (such year being referred to herein as a “Target Bonus PeriodPercentage”) of his base salary, less standard payroll deductions and withholding as are applicable to similarly situated employees. The Company shall have the sole discretion to change or eliminate bonus plans or programs at any time (provided, however, that he remains an executive employee of after the Company through bonus plan and target objectives have been established by the end of Board and/or the Bonus Period. For each Bonus Period Chief Executive Officer for a given year, neither the Executive and Board nor the Chief Executive Officer shall adopt written later materially change the bonus plan or target objectives for such year to Employee’s detriment without Employee’s consent), to determine whether performance goals within criteria set forth pursuant to the Bonus Period (“Annual Goals”). If Annual Goals are met bonus plan for a Bonus Periodyear have been achieved, and to determine (in accordance with this paragraph and such performance criteria and bonus plan) the Executive shall earn a bonus equal to fifty percent (50%) amount of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) in the adoption of written performance goals shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonusearned by Employee, if any, equal . Bonuses are intended to an amount to be determined byretain valuable Company employees, and at if Employee is not employed, for any reason on the discretion of, the Chief Executive Officer and as approved by the Board of Directors last day of the Company (bonus year, he will not have earned the “Board”)bonus and, except as expressly provided herein with respect to the Severance Bonus, no partial or pro-rata bonus will be paid. Annual bonuses Any bonus paid pursuant to this Paragraph 5 shall be payable to paid net of standard payroll deductions and withholdings. The target payment date for any bonus measured on the Executive within 45 days after basis of a calendar year shall be between January 1 and March 15 of the calendar year following the end of the applicable Bonus Period (or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the year following the year of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which the amount of such bonus, if any, is determinedperformance period; provided, however, that the determination must such bonus shall be made on or before June 30 paid no later than March 15 of the such calendar year following the year end of the Bonus Periodperformance period. Within ninety (90) days The payment date for any bonus measured on the basis of a performance period other than the calendar year shall be no later than 2-1/2 months following the end of the Effective DateCompany’s fiscal year, Executive and Chief Executive Officer shall adopt or, if later, the Annual Goals for end of the initial Bonus Periodcalendar year in which such fiscal year ends.

Bonuses. (a) In addition to the Base Salary, the Executive shall participate in Hanger’s current bonus plan for senior corporate officers (the “Bonus Plan”), 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 percent (70%) of the Base Salary (the “Target Bonus”) and is contingent on the Executive meeting certain performance criteria and Hanger and the Company achieving certain year-end financial criteria, and up to one hundred forty percent (140%) of the Base Salary (the “Maximum Bonus”) if the Executive exceeds certain performance criteria and Hanger and the Company exceed certain year-end financial criteria all as determined in the reasonable discretion of the Board of Directors and its Compensation Committee. The Executive shall be eligible entitled to earn an annual bonus during each fiscal year (such year being referred to herein as a increases in the “Bonus Period”) that he remains an executive employee of the Company through the end of the Bonus Period. For each Bonus Period the Executive Target Bonus” and the Chief Executive Officer “Maximum Bonus” during the term hereof as shall adopt written performance goals within the Bonus Period (“Annual Goals”). If Annual Goals are met for a Bonus Period, the Executive shall earn a bonus equal to fifty percent (50%) of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) in the adoption of written performance goals shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the discretion of, the Chief Executive Officer and as 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 bonus is determined in accordance with the Company’s normal practices. For calendar year 2014, so long as the Executive is employed by the Company through December 31, 2014, the Executive’s bonus shall be pro-rated for the portion of 2014 during which the Executive is employed by the Company. In the event that the Executive is employed for less than the full calendar year in the year in which his Termination Date occurs (“BoardTermination Year”), the bonus payable to the Executive shall be subject to Sections 4 and 5 of this Agreement and calculated based on the Executive meeting certain performance criteria and Hanger and the Company achieving certain year-end financial criteria, all as determined by the Compensation Committee of the Board of Directors, in its sole discretion. Annual bonuses Such bonus shall be pro-rated for the portion of the Termination Year during which the Executive was employed by the Company. 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 within 45 days after the end between January 1 and March 15 (inclusive) of the applicable Bonus Period (or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the calendar year following the calendar year of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of the date on for which the amount of such bonus, if any, bonus is determined; provided, however, that determined in accordance with the determination must be made on or before June 30 of the year following the year of the Bonus Period. Within ninety (90) days of the Effective Date, Executive and Chief Executive Officer shall adopt the Annual Goals for the initial Bonus PeriodCompany’s normal practices.

Bonuses. The (i) During the portion of the Term beginning after the conclusion of Fiscal Year 2024, if any, Executive shall be eligible to earn receive an annual bonus, semi-annual bonus during or such other periodic bonus as determined by the Board (or the Compensation Committee thereof), in each fiscal year case based on an annualized target bonus opportunity of One Hundred Fifty Percent (such year being referred to herein as a “Bonus Period”) that he remains an executive employee of the Company through the end of the Bonus Period. For each Bonus Period the Executive and the Chief Executive Officer shall adopt written performance goals within the Bonus Period (“Annual Goals”). If Annual Goals are met for a Bonus Period, the Executive shall earn a bonus equal to fifty percent (50150%) of his then current the Annual Base Salary (for the avoidance “Target Annual Bonus”), which shall be payable based upon the attainment of doubt, a delay by any Person (as defined herein) in the adoption of written Company performance goals shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the discretion of, the Chief Executive Officer and as approved established by the Board of Directors (or the Compensation Committee thereof), with the opportunity to make up to Two Hundred Percent (200%), on an annualized basis, of the Company (the “Board”). Target Annual bonuses Bonus, which shall be payable to if the Executive within 45 days after the end of the applicable Bonus Period (or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the year following the year of the Bonus Period)Company exceeds such performance goals. Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any Each such additional discretionary bonus shall be payable on, or at such date as is determined by the Board within one hundred twenty (120) days following the last day of the Fiscal Month, Fiscal Quarter or Fiscal Year, as applicable, with respect to which such bonus relates. (ii) Notwithstanding anything in Section 3(b)(i) to the contrary, for Fiscal Year 2024, Executive within 30 days shall be eligible to receive a pro rata amount of an annual performance-based cash bonus (the “2024 Annual Bonus”) based on a target bonus opportunity of One Hundred Fifty Percent (150%) of the date on Annual Base Salary, which shall be payable based upon the attainment of Company performance goals established for Fiscal Year 2024 by the Compensation Committee solely for purposes of determining the 2024 Annual Bonus, with the opportunity to make up to Two Hundred Percent (200%) of the Target Annual Bonus, which shall be payable if the Company exceeds such performance goals, with such pro rata amount being equal to the target amount of the 2024 Annual Bonus as adjusted based on the attainment of such bonusCompany performance goals established for Fiscal Year 2024 as determined by the Compensation Committee multiplied by a fraction, if any, the numerator of which is determined; provided, however, that the determination must be made number of full Fiscal Months in Fiscal Year 2024 on or before June 30 of the year following the year Effective Date and the denominator of which is the number of full Fiscal Months in Fiscal Year 2024. The performance criteria and goals for the 2024 Annual Bonus Period. Within ninety (90) days of have been established by the Compensation Committee and will be communicated to Executive no later than the Effective Date. The 2024 Annual Bonus shall be payable on, or at such date as is determined by the Board within one hundred twenty (120) days following, the last day of Fiscal Year 2024. (iii) Except as provided in Section 5, notwithstanding any other provision of this Section 3(b), no bonus shall be payable under this Section 3(b) unless Executive remains continuously employed with the Company during the period beginning on the Effective Date and Chief Executive Officer shall adopt ending on the Annual Goals for the initial Bonus Periodapplicable bonus payment date.”

Bonuses. The Executive shall be entitled to receive bonuses as follows: (i) The Executive shall receive a signing bonus of One Hundred Thousand Dollars ($100,000), payable on or about the Start Date of this Agreement. (ii) The Executive shall be eligible to earn receive an annual cash bonus during for each fiscal calendar year (such year being referred to herein as a “Bonus Period”) that he remains an executive employee of the Company through the end of the Bonus Period. For each Bonus Period the Executive and the Chief Executive Officer shall adopt written performance goals within the Bonus Period (“Annual Goals”). If Annual Goals are met for a Bonus Period, the Executive shall earn a bonus equal to fifty percent (50%) of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) in the adoption of written performance goals shall not deny the Executive any bonus or, upon the adoption and achievement of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the discretion of, the Chief Executive Officer and as approved by the Board of Directors of employment with the Company (the “Board”"Annual Bonus") up to a maximum of Two Hundred Thousand Dollars ($200,000). Payment of Fifty Thousand Dollars ($50,000) of the Annual bonuses Bonus shall be payable to at the Executive within 45 days after the end of the applicable Bonus Period (or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the year following the year of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus Payment of One Hundred Fifty Thousand Dollars ($150,000) of the Annual Bonus shall be based on achievement of performance goals to be mutually agreed upon by the Executive and the Board. Performance goals for the Annual Bonus may have up to three tiers pursuant to which the Executive may receive specified percentages of the maximum Annual Bonus based upon partial achievement of the performance goals. (iii) The Executive shall be eligible to receive an additional annual cash bonus for each calendar year of employment with the Company (the "Stretch Bonus") up to a maximum of Two Hundred Thousand Dollars ($200,000). Payment of the Stretch Bonus shall based on achievement of stretch performance goals agreed upon by the Executive and the Board to represent achievable, but exceptional, performance. Performance goals for the Stretch Bonus may have up to two tiers pursuant to which the Executive may receive specified percentages of the maximum Stretch Bonus based upon partial achievement of the performance goals. (iv) Performance goals for the Annual Bonus and stretch performance goals for the Stretch Bonus shall be set, in writing, no later than thirty (30) days after the Start Date for calendar year 2001, and no later than thirty (30) days after the commencement of each calendar year thereafter. (v) Achievement of the performance goals and the stretch performance goals with respect to each calendar year of the Company shall be determined in good faith by the Board as soon as possible after the end of each calendar year. Any Annual Bonus and any Stretch Bonus payable with respect to such year shall be paid to the Executive within 30 days of the date on which the amount of such bonus, if any, is determined; provided, however, that the determination must be made on or before June 30 of the year following the year of the Bonus Period. Within ninety (90) days after the achievement of the Effective Dateperformance goals and the stretch performance goals has been determined. (vi) The Annual Bonus and the Stretch Bonus for the year 2001 shall be prorated to reflect the Executive's commencement of service on July 9, Executive and Chief Executive Officer shall adopt 2001. (vii) The amount of the Annual Goals Bonus and the Stretch Bonus shall be eligible for annual review by the initial Board beginning with calendar year 2003, but in no event shall the maximum amount of the Annual Bonus Periodor the Stretch Bonus increase prior to the second anniversary of the Start Date.

Bonuses. (a) In addition to the Base Salary, the Executive shall participate in Hanger’s current bonus plan for senior corporate officers (the “Bonus Plan”), 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 sixty percent (60%) of the Base Salary (the “Target Bonus”) and is contingent on the Executive meeting certain performance criteria and Hanger and the Company achieving certain year-end financial criteria, and up to one hundred twenty percent (120%) of the Base Salary (the “Maximum Bonus”) if the Executive exceeds certain performance criteria and Hanger and the Company exceed certain year-end financial criteria all as determined in the reasonable discretion of the Board of Directors and its Compensation Committee. The Executive shall be eligible entitled to earn an annual bonus such increases in the “Target Bonus” and the “Maximum Bonus” during each fiscal year (such year being referred to herein the term hereof as a “Bonus Period”) that he remains an executive employee shall be determined and approved by the Compensation Committee of the Company through the end Board of Directors in its sole discretion, taking account of the Bonus Periodperformance 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. For each Bonus Period the Executive and the Chief Executive Officer shall adopt written performance goals within the Bonus Period (“Annual Goals”). If Annual Goals are met for a Bonus Period, the Executive shall earn a bonus equal to fifty percent (50%) of his then current Base Salary (for the avoidance of doubt, a delay (I) so long as the Executive remains continuously employed with the Company from the Commencement Date through December 31, 2014, the Executive’s bonus will be calculated as if the Executive had been employed by any Person the Company for the entire calendar year of 2014, and (II) the performance criteria for the part of 2014 following the Commencement Date shall be established within sixty (60) days following the Commencement Date. (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 bonus is determined in accordance with the Company’s normal practices. For calendar year 2014, so long as defined herein) the Executive is employed with the Company through December 31, 2014, the Executive’s bonus shall be calculated as if the Executive had been employed with the Company for all of 2014. In the event that the Executive is employed for less than the full calendar year in the adoption of written performance goals shall not deny year in which his Termination Date occurs (“Termination Year”), the bonus payable to the Executive any bonus or, upon the adoption shall be subject to Sections 4 and achievement 5 of such goals, delay in any way the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, this Agreement and calculated based on the Executive may earn a bonusmeeting certain performance criteria and Hanger achieving certain year-end financial criteria, if any, equal to an amount to be all as determined by, and at by the discretion of, the Chief Executive Officer and as approved by Compensation Committee of the Board of Directors Directors, in its sole discretion. Such bonus shall be pro-rated for the portion of the Company (Termination Year during which the “Board”)Executive was employed by the Company. Annual bonuses 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 within 45 days after the end between January 1 and March 15 (inclusive) of the applicable Bonus Period (or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the calendar year following the calendar year for which the bonus is determined in accordance with the Company’s normal practices. (c) The Company has paid to the Executive, and the Executive acknowledges receipt of, a one-time bonus in the form of a lump sum cash payment of Twenty Thousand Dollars ($20,000.00), less all applicable payroll taxes and other normal deductions (“Sign-On Bonus”), upon the terms and conditions set forth in the Promissory Note executed by the Executive as maker and in favor of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Periodas holder, in the sole discretion form attached hereto as Exhibit A-1, pursuant to which the Executive shall be obligated to repay the Sign-On Bonus to the Company immediately upon the termination of the Board. Any such additional discretionary bonus shall be payable Executive’s employment with the Company pursuant to the Executive within 30 days of the date on which the amount of such bonusSection 4.3 or Section 4.5 prior to May 1, if any, is determined; provided, however, that the determination must be made on or before June 30 of the year following the year of the Bonus Period. Within ninety (90) days of the Effective Date, Executive and Chief Executive Officer shall adopt the Annual Goals for the initial Bonus Period2015.

Bonuses. The In addition to Base Salary, the Executive shall be eligible to earn paid an annual bonus during each fiscal not to exceed $300,000 annually (the "Maximum Bonus"), which bonus will be established by the Compensation Committee (the "Bonus"). Promptly following the execution of this Employment Agreement, the Company and the Executive will meet to establish the performance goals (the "Bonus Goals") upon which the award of the Bonus for the first year of employment pursuant to this Employment Agreement (the "First Bonus Period") will be determined. Seventy-five percent of the Bonus will be based upon an agreed-upon pre-tax income goal plus the amount expended by the Company in such year being referred to herein as a “Bonus Period”) that he remains an executive employee for research and development ("Target Income"). Target Income will be adjusted each year by the mutual consent of the Company through Compensation Committee and the Executive. Twenty-five percent of the Bonus will be based on personal performance goals which will be established annually by the Compensation Committee and the Executive promptly after the execution of this Employment Agreement and revised on an annual basis in each subsequent year of this Employment Agreement. During each subsequent year of employment pursuant to the terms of this Employment Agreement ("Subsequent Bonus Periods"), the Chairman of the Board and the Executive shall meet periodically to discuss the Executive's progress concerning the Bonus Goals. Promptly after the end of each such Subequent Bonus Period, the Compensation Committee shall meet to discuss the Executive's performance with regard the bonus Goals and shall, in its discretion, determine the amount, if any, of the Bonus to be paid to the Executive for such Subsequent Bonus Period. For each Bonus Period the Executive and the Chief Executive Officer shall adopt written performance goals within the Bonus Period (“Annual Goals”). If Annual Goals are met for a Bonus Periodpurpose of this determination, the Executive shall earn a bonus equal to fifty percent (50%) of his then current Base Salary (for the avoidance of doubt, a delay by any Person (as defined herein) in the adoption of written performance goals shall be laddered so that attainment of some, but not deny the Executive any bonus orall, upon the adoption and achievement of such goals, delay in any way goals will give rise to the payment thereof). If only certain of such Annual Goals are met, or Annual Goals are met only in part, for such Bonus Period, the Executive may earn a bonus, if any, equal to an amount to be determined by, and at the discretion of, the Chief Executive Officer and as approved by the Board of Directors of the Company (the “Board”). Annual bonuses shall be payable to the Executive within 45 days after the end of the applicable Bonus Period (or within 30 days of the date on which it is determined that the Annual Goals have been met, exceeded, or not met, whichever is later; provided, however that the determination must be made on or before June 30 of the year following the year of the Bonus Period). Nothing in this Section 4 shall limit the Board of Directors from awarding additional bonuses to the Executive based upon achievement of Company objectives, other than the Annual Goals, during the Bonus Period, in the sole discretion of the Board. Any such additional discretionary bonus shall be payable to the Executive within 30 days of the date on which the amount of such bonus, if any, is determined; provided, however, that the determination must be made on or before June 30 of the year following the year of the Bonus Period. Within ninety (90) days of the Effective Date, Executive and Chief Executive Officer shall adopt the Annual Goals for the initial Bonus Periodpartial Bonus.