Common use of Deferred Bonus Clause in Contracts

Deferred Bonus. (i) The Executive shall be entitled to receive a deferred bonus (any full or partial payment hereunder, the “Deferred Bonus”), which shall accrue at the rate of $500,000.00 per year, accruing monthly for each calendar month of employment hereunder at the rate of $41,666.66 per month; provided that as of the date hereof the Company will credit the Executive with an amount equal to the difference between the deferred bonus accrued in 2011 prior to the date hereof pursuant to the Prior Employment Agreement and the portion of the Deferred Bonus that would have accrued during such period had this Agreement been entered into on January 1, 2011. Any amount accrued under this Section 3(c), together with any amount accrued under the Prior Employment Agreement with respect to the 2011 calendar year prior to the date hereof, has been or will be, as applicable, credited to a notional Deferred Bonus account (the “Deferred Bonus Account”). No interest or other earnings will accrue on the Deferred Bonus Account. (ii) The Deferred Bonus that is accrued with respect to the period beginning on January 1, 2011 and ending on December 31, 2012 shall be paid to the Executive on December 31, 2012, subject to the Executive’s remaining continuously employed by the Company on such date. If the Executive’s employment with the Company terminates prior to December 31, 2012, the Executive’s right to, and the payment of, the Deferred Bonus shall be governed by subsection (iii) below. If the Executive receives a payment under the terms of this subsection (ii), upon such payment, the Company shall have no further obligation to the Executive with respect to the portion of the Deferred Bonus that is accrued with respect to the period beginning on January 1, 2011 and ending on December 31, 2012, and any Deferred Bonus accrued with respect to the period beginning on January 1, 2013 in accordance with the provisions of subsection (i) above shall be paid in accordance with the provisions of subsection (iii) below. (iii) Subject to subsection (ii) above, the Deferred Bonus shall be payable on the earlier to occur of the date that is sixty (60) days following the expiration of the Employment Period hereunder, or the date that is sixty (60) (seventy-four (74) in the case of a termination of employment due to the Executive’s death) days following the earlier termination of the Executive’s employment as set forth in Section 5 hereinafter, except as otherwise set forth in Section 5. (iv) The Executive acknowledges and agrees that the amount of the deferred bonus credited under Section 3(c) of the Prior Employment Agreement as of December 31, 2010 is $1,050,000. The Company agrees to pay this amount to the Executive within seven (7) days following execution of this Agreement and the Executive acknowledges and agrees that, upon such payment, the Company will have no further obligation to him with respect to any amounts accrued or any deferred bonus under Section 3(c) of the Prior Employment Agreement.

Deferred Bonus. (i) The Executive shall be entitled to receive a deferred bonus (any full or partial payment hereunder, the “Deferred Bonus”), which shall accrue at the rate of $500,000.00 400,000.00 per year, accruing monthly for each calendar month of employment hereunder at the rate of $41,666.66 33,333.33 per month; provided that as of the date hereof the Company will credit the Executive with an amount equal to the difference between the deferred bonus accrued in 2011 prior to the date hereof pursuant to the Prior Employment Agreement and the portion of the Deferred Bonus that would have accrued during such period had this Agreement been entered into on January 1, 2011. Any amount accrued under this Section 3(c), together with any amount accrued under the Prior Employment Agreement with respect to the 2011 calendar year prior to the date hereof, has been or will be, as applicable, credited to a notional Deferred Bonus account (the “Deferred Bonus Account”). No interest or other earnings will accrue on the Deferred Bonus Account. (ii) The Deferred Bonus that is accrued with respect to the period beginning on January 1, 2011 and ending on December 31, 2012 shall be paid to the Executive on December 31, 2012, subject to the Executive’s remaining continuously employed by the Company on such date. If the Executive’s employment with the Company terminates prior to December 31, 2012, the Executive’s right to, and the payment of, the Deferred Bonus shall be governed by subsection (iii) below. If the Executive receives a payment under the terms of this subsection (ii), upon such payment, the Company shall have no further obligation to the Executive with respect to the portion of the Deferred Bonus that is accrued with respect to the period beginning on January 1, 2011 and ending on December 31, 2012, and any Deferred Bonus accrued with respect to the period beginning on January 1, 2013 in accordance with the provisions of subsection (i) above shall be paid in accordance with the provisions of subsection (iii) below. (iii) Subject to subsection (ii) above, the Deferred Bonus shall be payable on the earlier to occur of the date that is sixty (60) days following the expiration of the Employment Period hereunder, or the date that is sixty (60) (seventy-four (74) in the case of a termination of employment due to the Executive’s death) days following the earlier termination of the Executive’s employment as set forth in Section 5 hereinafter, except as otherwise set forth in Section 5. (iv) The Executive acknowledges and agrees that the amount of the deferred bonus credited under Section 3(c) of the Prior Employment Agreement as of December 31, 2010 is $1,050,000750,000. The Company agrees to pay this amount to the Executive within seven (7) days following execution of this Agreement and the Executive acknowledges and agrees that, upon such payment, the Company will have no further obligation to him with respect to any amounts accrued or any deferred bonus under Section 3(c) of the Prior Employment Agreement.

Deferred Bonus. In consideration of the concessions made by the Executive by foregoing certain benefits to which he was or may have become entitled under the Amended Employment Agreement, the Executive shall be entitled to participate in the Xxxxxx Industries, Inc. Executive Deferred Compensation Plan (ithe “EDCP”) in accordance with the following terms: (A) Commencing on June 30, 2009, and at the end of each calendar quarter that the Executive is still employed by Nabors Delaware thereafter up to and including March 30, 2019, Nabors Delaware will credit Two Hundred Fifty Thousand Dollars ($250,000.00) to a deferred compensation account established by Nabors Delaware for the Executive’s benefit under the EDCP (the “Account”). The Executive shall be entitled to receive elect either to make deemed investments of the amounts in the Account using the same or similar investment vehicles available under the Xxxxxx Industries, Inc. Deferred Compensation Plan or in a deferred bonus deemed investment fund that, during the five year period beginning on June 30, 2009 (any full or partial payment hereunder, the “Deferred BonusInitial EDCP Term”)) provides an annual interest rate on such amounts equal to six percent (6%) and after the Initial EDCP Term provides an annual interest rate on such amounts as established by the Compensation Committee from time to time. (B) Within 10 days after the earliest occurrence of the following events, which Employee shall accrue at be paid the rate of $500,000.00 per yearamounts credited to the Account, accruing monthly as adjusted for each calendar month of employment hereunder at the rate of $41,666.66 per month; provided that deemed investment earnings and/or losses attributable thereto, as of the date hereof the Company will credit the Executive with an amount equal to the difference between the deferred bonus accrued in 2011 prior to the date hereof pursuant to the Prior Employment Agreement and the portion of the Deferred Bonus that would have accrued during such period had this Agreement been entered into on January 1, 2011. Any amount accrued under this Section 3(c), together with any amount accrued under the Prior Employment Agreement with respect to the 2011 calendar year prior to the date hereof, has been or will be, as applicable, credited to a notional Deferred Bonus account (the “Deferred Bonus Account”). No interest or other earnings will accrue on the Deferred Bonus Account.occurrence: (iiI) The Deferred Bonus that is accrued with respect to the period beginning on January 1, 2011 At such time as Employee reaches age sixty-five (65) and ending on December 31, 2012 shall be paid to the Executive on December 31, 2012, subject to the Executive’s remaining continuously remains employed by the Company on such date. If the ExecutiveCompany; (II) The termination of Employee’s employment with the Company terminates prior pursuant to December 31Sections 4.1(a), 2012(b), (d) or (e), but subject to Section 8.2(b); In the event that the Executive’s right toemployment is terminated for any reason other than pursuant to Sections 4.1(a), (b), (d) or (e), the Executive shall forfeit his entire interest in the deferred compensation amounts and the payment of, the Deferred Bonus shall be governed by subsection Account to Nabors Delaware without compensation therefor. (iiiC) below. If the Executive receives a payment under the terms of this subsection (ii), upon such payment, the Company shall have no further obligation Distributions to the Executive with respect of the balance of his Account pursuant to Section 3.1(b)(ii)(B) shall be made as one lump sum payment. The Executive shall be solely responsible for all income taxes related to distributions to him from the Account. (D) The provisions of this Section 3.1(b)(ii) shall be subject to the portion provisions of the Deferred Bonus that is accrued with respect to EDCP, which shall control in the period beginning on January 1, 2011 and ending on December 31, 2012, and event of any Deferred Bonus accrued with respect to the period beginning on January 1, 2013 in accordance conflict with the provisions of subsection (i) above shall be paid in accordance with this Agreement; provided, however, that the vesting, forfeiture and time of payment provisions of subsection (iiiSection 3.1(b)(ii)(B) below. (iii) Subject to subsection (ii) aboveshall control over any vesting, the Deferred Bonus shall be payable on the earlier to occur forfeiture and time of payment provisions of the date that is sixty (60) days following the expiration of the Employment Period hereunder, or the date that is sixty (60) (seventy-four (74) in the case of a termination of employment due to the Executive’s death) days following the earlier termination of the Executive’s employment as set forth in Section 5 hereinafter, except as otherwise set forth in Section 5EDCP. (iv) The Executive acknowledges and agrees that the amount of the deferred bonus credited under Section 3(c) of the Prior Employment Agreement as of December 31, 2010 is $1,050,000. The Company agrees to pay this amount to the Executive within seven (7) days following execution of this Agreement and the Executive acknowledges and agrees that, upon such payment, the Company will have no further obligation to him with respect to any amounts accrued or any deferred bonus under Section 3(c) of the Prior Employment Agreement.

Deferred Bonus. (ia) The In addition to any other bonus or deferred compensation benefit described in Article III hereof, or to which Executive is otherwise entitled pursuant to another plan or arrangement with the Company, as of the Effective Date, the Company agrees to credit Nine Hundred Thousand and no/100 Dollars ($900,000) (the “Deferred Bonus”) to Executive’s Retirement Account as deferred compensation under the Deferred Compensation Plan, subject to the following terms and conditions. (b) Notwithstanding anything to the contrary in the Deferred Compensation Plan, in the event Executive’s employment with the Company is terminated prior to expiration of the Initial Employment Period, Executive shall forfeit all of the Deferred Bonus, without payment of consideration by the Company, except as otherwise provided in Section 3.4(c) hereof, Section 3.4(d) hereof or Article IV hereof. In the event a distribution is otherwise made from Executive’s Retirement Account pursuant to the rules set forth in the Deferred Compensation Plan prior to expiration of the Initial Employment Period, no portion of the Retirement Account traceable to the Deferred Bonus shall be eligible for distribution from the Retirement Account at such time, except as otherwise provided in Section 3.4(c) hereof, Section 3.4(d) hereof or Article IV hereof. (c) Subject to Section 3.4(e) hereof, provided Executive remains in the employ of the Company until expiration of the Initial Employment Period, Executive shall be entitled to receive a deferred bonus distribution of the Deferred Bonus after expiration of the Employment Period at the time and in the manner provided under the Deferred Compensation Plan. In addition, subject to Section 3.4(e) hereof, provided Executive remains in the employ of the Company until April 14, 2003, Executive shall be entitled to receive a distribution of $150,000 of the Deferred Bonus after expiration of the Employment Period at the time and in the manner provided under the Deferred Compensation Plan. Furthermore, subject to Section 3.4(e) hereof, provided Executive remains in the employ of the Company until April 14, 2004, Executive shall be entitled to receive a distribution of an additional $150,000 of the Deferred Bonus (any full or partial payment hereunderwhich, when added together with the amount specified in the preceding sentence shall be an aggregate of $300,000) after expiration of the Employment Period at the time and in the manner provided under the Deferred Compensation Plan. (d) Subject to Section 3.4(e) hereof, Executive shall obtain a vested right to receive the Deferred Bonus upon a Change in Control as follows: (i) If the Change in Control occurs prior to expiration of the Initial Employment Period and Executive remains in the employ of the Company for ninety (90) days after the Change in Control Date (the “Deferred BonusChange in Control Period”), which Executive shall accrue at obtain a vested right to receive one-half of any unvested portion of the rate Deferred Bonus, with the remaining one-half of $500,000.00 per yearany such unvested portion otherwise eligible for vesting pursuant to the terms set forth in Sections 3.4(b), accruing monthly 3.4(c) and 3.4(d) hereof. (ii) If the Change in Control occurs prior to expiration of the Initial Employment Period and Executive is terminated by the Company other than for each calendar month of employment hereunder at Cause or Disability, or Executive terminates for Good Reason, either during the rate of $41,666.66 per month; ninety (90) day period immediately preceding the Change in Control Date (provided that such Change in Control was public knowledge as of the date hereof Termination Date) or at any time after the Company will credit the Executive with an amount equal to the difference between the deferred bonus accrued occurrence of such Change in 2011 Control but prior to the expiration of the Initial Employment Period, Executive shall obtain a vested right to receive the entire Deferred Bonus. (iii) If the Initial Employment Period expires during the Change in Control Period (i.e., April 14, 2005 falls within the Change in Control Period), Executive shall obtain a vested right to receive the entire Deferred Bonus on such expiration date hereof regardless of whether Executive remains in the employ of the Company after such date pursuant to the Prior Employment terms of this Agreement and the or otherwise. Any portion of the Deferred Bonus that would have accrued during such period had this Agreement been entered into on January 1, 2011. Any amount accrued under to which Executive becomes entitled to receive pursuant to this Section 3(c), together with any amount accrued 3.4(d) shall be payable at the time and in the manner provided under the Prior Employment Agreement with respect Deferred Compensation Plan. (e) As a condition to the 2011 calendar year prior entitlement to the date hereof, has been or will be, as applicable, credited to a notional Deferred Bonus account (the “Deferred Bonus Account”). No interest or other earnings will accrue on the Deferred Bonus Account. pursuant to Section 3.4(c) or 3.4(d) hereof, Executive shall be required to honor, in accordance with their terms, the provisions of Sections 5.1, 5.2 and 5.3 hereof (iiand the terms and provisions of the Nondisclosure and Noncompetition Agreement). In the event Executive fails to honor any such provision, payments of the Deferred Bonus, and any accrued interest, earnings or other gains thereon, to which Executive may otherwise have been entitled pursuant to Section 3.4(c) The or 3.4(d) hereof shall immediately cease and Executive shall immediately forfeit all right, title and interest in and to any remaining Deferred Bonus that is accrued with respect and Executive shall promptly pay to the period beginning on January 1Company any and all Deferred Bonus amounts which have already been paid, 2011 and ending on December 31, 2012 shall be paid to the Executive on December 31, 2012, subject to the Executive’s remaining continuously employed allocated or provided by the Company on such date. If the to Executive’s employment with the Company terminates prior to December 31, 2012, the Executive’s right to, and the payment of, the Deferred Bonus shall be governed by subsection (iii) below. If the Executive receives a payment under the terms of this subsection (ii), upon such payment, the Company shall have no further obligation to the Executive with respect to the portion of the Deferred Bonus that is accrued with respect to the period beginning on January 1, 2011 and ending on December 31, 2012, and any Deferred Bonus accrued with respect to the period beginning on January 1, 2013 in accordance with the provisions of subsection (i) above shall be paid in accordance with the provisions of subsection (iii) below. (iii) Subject to subsection (ii) above, the Deferred Bonus shall be payable on the earlier to occur of the date that is sixty (60) days following the expiration of the Employment Period hereunder, or the date that is sixty (60) (seventy-four (74) in the case of a termination of employment due to the Executive’s death) days following the earlier termination of the Executive’s employment as set forth in Section 5 hereinafter, except as otherwise set forth in Section 5. (iv) The Executive acknowledges and agrees that the amount of the deferred bonus credited under Section 3(c) of the Prior Employment Agreement as of December 31, 2010 is $1,050,000. The Company agrees to pay this amount to the Executive within seven (7) days following execution of this Agreement and the Executive acknowledges and agrees that, upon such payment, the Company will have no further obligation to him with respect to any amounts accrued or any deferred bonus under Section 3(c) of the Prior Employment Agreement.

Deferred Bonus. In consideration of the concessions made by the Executive by foregoing certain benefits to which he was or may have become entitled under the Amended Employment Agreement, the Executive shall be entitled to participate in the Xxxxxx Industries, Inc. Executive Deferred Compensation Plan (ithe “EDCP”) in accordance with the following terms: (A) Commencing on June 30, 2009, and at the end of each calendar quarter that the Executive is still employed by Nabors Delaware thereafter, Nabors Delaware will credit Six Hundred Thousand Dollars ($600,000.00) to a deferred compensation account established by Nabors Delaware for the Executive’s benefit under the EDCP (the “Account”). The Executive shall be entitled to receive a deferred bonus (any full or partial payment hereunder, the “Deferred Bonus”), which shall accrue at the rate of $500,000.00 per year, accruing monthly for each calendar month of employment hereunder at the rate of $41,666.66 per month; provided that as elect either to make deemed investments of the date hereof amounts in the Company will credit Account using the Executive with an amount equal to the difference between the deferred bonus accrued in 2011 prior to the date hereof pursuant to the Prior Employment Agreement and the portion of the Deferred Bonus that would have accrued during such period had this Agreement been entered into on January 1, 2011. Any amount accrued under this Section 3(c), together with any amount accrued same or similar investment vehicles available under the Prior Employment Agreement with respect to Xxxxxx Industries, Inc. Deferred Compensation Plan or in a deemed investment fund that, during the 2011 calendar five year prior to the date hereofperiod beginning on June 30, has been or will be, as applicable, credited to a notional Deferred Bonus account 2009 (the “Deferred Bonus AccountInitial EDCP Term”). No ) provides an annual interest or other earnings will accrue rate on such amounts equal to six percent (6%) and after the Deferred Bonus AccountInitial EDCP Term provides an annual interest rate on such amounts as established by the Compensation Committee from time to time. (iiB) The Deferred Bonus that is accrued with respect to the period beginning on January 1, 2011 and ending on December 31, 2012 shall be paid to the Executive on December 31, 2012, subject to the Executive’s remaining continuously employed by the Company on such date. If the Executive’s employment with the Company terminates prior to December 31, 2012, the Executive’s right to, and the payment of, the Deferred Bonus shall be governed by subsection Within ten (iii) below. If the Executive receives a payment under the terms of this subsection (ii), upon such payment, the Company shall have no further obligation to the Executive with respect to the portion of the Deferred Bonus that is accrued with respect to the period beginning on January 1, 2011 and ending on December 31, 2012, and any Deferred Bonus accrued with respect to the period beginning on January 1, 2013 in accordance with the provisions of subsection (i) above shall be paid in accordance with the provisions of subsection (iii) below. (iii) Subject to subsection (ii) above, the Deferred Bonus shall be payable on the earlier to occur of the date that is sixty (6010) days following after the expiration of the Employment Period hereunderExpiration Date, or the date that is sixty (60) (seventy-four (74) in the case of a termination of employment due to the Executive’s death) days following the earlier termination of the Executive’s employment with the Company pursuant to Sections 4.1(a), (b), (d) or (e), but subject to Section 8.2(b), Nabors Delaware shall pay the Executive the amounts credited to the Account, as set forth adjusted for deemed investment earnings and/or losses attributable thereto, as of the date of such termination. In the event that the Executive’s employment is terminated for any other reason, the Executive shall forfeit his entire interest in Section 5 hereinafter, except as otherwise set forth in Section 5the deferred compensation amounts and the Account to Nabors Delaware without compensation therefor. (ivC) The Executive acknowledges and agrees that the amount of the deferred bonus credited under Section 3(c) of the Prior Employment Agreement as of December 31, 2010 is $1,050,000. The Company agrees to pay this amount Distributions to the Executive within seven of the balance of his Account pursuant to Section 3.1(b)(ii)(B) shall be made as one lump sum payment. The Executive shall be solely responsible for all income taxes related to distributions to him from the Account. (7D) days following execution The provisions of this Agreement and Section 3.1(b)(ii) shall be subject to the Executive acknowledges and agrees that, upon such payment, the Company will have no further obligation to him with respect to any amounts accrued or any deferred bonus under Section 3(c) provisions of the Prior Employment EDCP, which shall control in the event of any conflict with the provisions of this Agreement; provided, however, that the vesting, forfeiture and time of payment provisions of Section 3.1(b)(ii)(B) shall control over any vesting, forfeiture and time of payment provisions of the EDCP.

Deferred Bonus. (i) The Executive shall be entitled to receive a deferred bonus (any full or partial payment hereunderparticipate in the Xxxxxx Industries, the “Inc. Executive Deferred Bonus”), which shall accrue at the rate of $500,000.00 per year, accruing monthly for each calendar month of employment hereunder at the rate of $41,666.66 per month; provided that as of the date hereof the Company will credit the Executive with an amount equal to the difference between the deferred bonus accrued in 2011 prior to the date hereof pursuant to the Prior Employment Agreement and the portion of the Deferred Bonus that would have accrued during such period had this Agreement been entered into on January 1, 2011. Any amount accrued under this Section 3(c), together with any amount accrued under the Prior Employment Agreement with respect to the 2011 calendar year prior to the date hereof, has been or will be, as applicable, credited to a notional Deferred Bonus account Compensation Plan (the “Deferred Bonus AccountEDCP”) in accordance with the following terms: (i) Commencing on March 31, 2013, and at the end of each calendar quarter that the Executive is still employed by Nabors Delaware thereafter up to and including March 31, 2019, Nabors Delaware will credit Three Hundred Thousand Dollars ($300,000.00) to one or more subaccounts of the existing deferred compensation account established by Nabors Delaware for the Executive’s benefit under the EDCP (the “Sub-Accounts”) (the Sub-Accounts and all other accounts of the Executive under the EDCP shall be collectively referred to herein as the “Accounts”). No interest or other earnings will accrue on the Deferred Bonus Account. (ii) The Deferred Bonus that is accrued with respect to the period beginning on January 1, 2011 and ending on December 31, 2012 Executive shall be paid entitled to elect either to make deemed investments of the Executive on December 31, 2012, subject to amounts in the Executive’s remaining continuously employed by Sub-Accounts using the Company on such date. If the Executive’s employment with the Company terminates prior to December 31, 2012, the Executive’s right to, and the payment of, the Deferred Bonus shall be governed by subsection (iii) below. If the Executive receives a payment same or similar investment vehicles available under the terms of this subsection Xxxxxx Industries, Inc. Deferred Compensation Plan or in a deemed investment fund that, during the five (ii), upon such payment, the Company shall have no further obligation to the Executive with respect to the portion of the Deferred Bonus that is accrued with respect to the period beginning on January 1, 2011 and ending on December 31, 2012, and any Deferred Bonus accrued with respect to the 5) year period beginning on January 1, 2013 in accordance (the “Initial EDCP Term”) provides an annual interest rate on such amounts equal to six percent (6%) and after the Initial EDCP Term provides an annual interest rate on such amounts as reasonably established by the Compensation Committee from time to time. (ii) Within ten (10) days after the termination of Employee’s employment with the provisions of subsection Company pursuant to Sections 4.1(a), (ib), (d), (e) above or (f), but subject to Section 8.2(b), Employee shall be paid all amounts credited to the Accounts. In the event that the Executive’s employment is terminated pursuant to Section 4.1(c), the Executive shall forfeit his entire interest in accordance with the provisions of subsection (iii) belowdeferred compensation amounts and the Accounts to Nabors Delaware without compensation therefor. (iii) Subject to subsection (iiSection 3.1(c)(ii) abovenotwithstanding, the Deferred Bonus Employee shall be payable on the earlier entitled to occur an in-service distribution of the date that is sixty (60) days following the expiration of the Employment Period hereunder, or the date that is sixty (60) (seventy-four (74) in the case of a termination of employment due amounts credited to the Executive’s deathAccounts under the following circumstances: (A) days following At such time as Employee reaches age sixty-two (62) and remains employed by the earlier termination Company, but subject to Section 8.2(b), Employee shall be paid all amounts credited to the Sub-Accounts on and after March 31, 2013 in excess of $250,000 per calendar quarter, together with earnings accumulated on such amounts; and (B) At such time as Employee reaches age sixty-five (65) and remains employed by the Executive’s employment as set forth in Company, but subject to Section 5 hereinafter8.2(b), except as otherwise set forth in Section 5Employee shall be paid all other amounts credited to the Accounts, including accumulated earnings. (iv) The Executive acknowledges and agrees that the amount of the deferred bonus credited under Section 3(c) of the Prior Employment Agreement as of December 31, 2010 is $1,050,000. The Company agrees to pay this amount Distributions to the Executive within seven of the balance of his Accounts pursuant to Sections 3.1(c)(ii) and (7iii) days following execution shall be made as single lump sum payments. The Executive shall be solely responsible for all income taxes related to distributions to him from the Accounts. (v) The provisions of this Agreement and Section 3.1(c) shall be subject to the Executive acknowledges and agrees that, upon such payment, the Company will have no further obligation to him with respect to any amounts accrued or any deferred bonus under Section 3(c) provisions of the Prior Employment EDCP, which shall control in the event of any conflict with the provisions of this Agreement; provided, however, that the award, vesting, forfeiture and time of payment provisions of Section 3.1(c)(ii) and (iii) shall control over any vesting, forfeiture and time of payment provisions of the EDCP.

Deferred Bonus. (ia) The In addition to any other bonus or deferred compensation benefit described in Article III hereof, or to which Executive is otherwise entitled pursuant to another plan or arrangement with the Company, as of the Effective Date, the Company agrees to credit Seven Hundred Fifty Thousand and no/100 Dollars ($750,000) (the "Deferred Bonus") to Executive's Retirement Account as deferred compensation under the Deferred Compensation Plan, subject to the following terms and conditions. (b) Notwithstanding anything to the contrary in the Deferred Compensation Plan, in the event Executive's employment with the Company is terminated prior to expiration of the Initial Employment Period, Executive shall forfeit all of the Deferred Bonus, without payment of consideration by the Company, except as otherwise provided in Section 3.4 (d) hereof or Article IV hereof. In the event a distribution is otherwise made from Executive's Retirement Account pursuant to the rules set forth in the Deferred Compensation Plan prior to expiration of the Initial Employment Period, no portion of the Retirement Account traceable to the Deferred Bonus shall be eligible for distribution from the Retirement Account at such time, except as otherwise provided in Section 3.4 (d) hereof or Article IV hereof. (c) Subject to Section 3.4(e) hereof, provided Executive remains in the employ of the Company until expiration of the Initial Employment Period, Executive shall be entitled to receive a deferred bonus (any full or partial payment hereunder, the “Deferred Bonus”), which shall accrue at the rate of $500,000.00 per year, accruing monthly for each calendar month of employment hereunder at the rate of $41,666.66 per month; provided that as of the date hereof the Company will credit the Executive with an amount equal to the difference between the deferred bonus accrued in 2011 prior to the date hereof pursuant to the Prior Employment Agreement and the portion distribution of the Deferred Bonus that would have accrued during such period had this Agreement been entered into on January 1, 2011. Any amount accrued under this Section 3(c), together with any amount accrued after expiration of the Employment Period at the time and in the manner provided under the Prior Employment Agreement with respect Deferred Compensation Plan. (d) Subject to the 2011 calendar year prior to the date Section 3.4(e) hereof, has been or will be, as applicable, credited Executive shall obtain a vested right to a notional Deferred Bonus account (the “Deferred Bonus Account”). No interest or other earnings will accrue on receive the Deferred Bonus Accountupon a Change in Control as follows: (i) If the Change in Control occurs prior to expiration of the Initial Employment Period and Executive remains in the employ of the Company for ninety (90) days after the Change in Control Date (the "Change in Control Period"), Executive shall obtain a vested right to receive one-half of the Deferred Bonus, with the remaining one-half otherwise eligible for vesting pursuant to the terms set forth in Sections 3.4(b), 3.4(c) and 3.4(d) hereof. (ii) The Deferred Bonus that If the Change in Control occurs prior to expiration of the Initial Employment Period and Executive is accrued with respect to the period beginning on January 1, 2011 and ending on December 31, 2012 shall be paid to the Executive on December 31, 2012, subject to the Executive’s remaining continuously employed terminated by the Company on other than for Cause or Disability, or Executive terminates for Good Reason, either during the ninety (90) day period immediately preceding the Change in Control Date (provided such date. If the Executive’s employment with the Company terminates prior to December 31, 2012, the Executive’s right to, and the payment of, the Deferred Bonus shall be governed by subsection (iii) below. If the Executive receives a payment under the terms of this subsection (ii), upon such payment, the Company shall have no further obligation to the Executive with respect to the portion Change in Control was public knowledge as of the Deferred Bonus that is accrued with respect to Termination Date) or at any time after the period beginning on January 1, 2011 and ending on December 31, 2012, and any Deferred Bonus accrued with respect to the period beginning on January 1, 2013 occurrence of such Change in accordance with the provisions of subsection (i) above shall be paid in accordance with the provisions of subsection (iii) below. (iii) Subject to subsection (ii) above, the Deferred Bonus shall be payable on the earlier to occur of the date that is sixty (60) days following the expiration of the Employment Period hereunder, or the date that is sixty (60) (seventy-four (74) in the case of a termination of employment due to the Executive’s death) days following the earlier termination of the Executive’s employment as set forth in Section 5 hereinafter, except as otherwise set forth in Section 5. (iv) The Executive acknowledges and agrees that the amount of the deferred bonus credited under Section 3(c) of the Prior Employment Agreement as of December 31, 2010 is $1,050,000. The Company agrees to pay this amount to the Executive within seven (7) days following execution of this Agreement and the Executive acknowledges and agrees that, upon such payment, the Company will have no further obligation to him with respect to any amounts accrued or any deferred bonus under Section 3(c) of the Prior Employment Agreement.Control

Deferred Bonus. (ia) The In addition to any other bonus or deferred compensation benefit described in Article III hereof, or to which Executive is otherwise entitled pursuant to another plan or arrangement with the Company, as of the Effective Date, the Company agrees to credit Six Hundred Forty-Nine Thousand Five Hundred and no/100 Dollars ($649,500) (the "Deferred Bonus") to Executive's Retirement Account as deferred compensation under the Deferred Compensation Plan, subject to the following terms and conditions. (b) Notwithstanding anything to the contrary in the Deferred Compensation Plan, in the event Executive's employment with the Company is terminated prior to expiration of the Initial Employment Period, Executive shall forfeit all of the Deferred Bonus, without payment of consideration by the Company, except as otherwise provided in Section 3.4 (d) hereof or Article IV hereof. In the event a distribution is otherwise made from Executive's Retirement Account pursuant to the rules set forth in the Deferred Compensation Plan prior to expiration of the Initial Employment Period, no portion of the Retirement Account traceable to the Deferred Bonus shall be eligible for distribution from the Retirement Account at such time, except as otherwise provided in Section 3.4 (d) hereof or Article IV hereof. (c) Subject to Section 3.4(e) hereof, provided Executive remains in the employ of the Company until expiration of the Initial Employment Period, Executive shall be entitled to receive a deferred bonus (any full or partial payment hereunder, the “Deferred Bonus”), which shall accrue at the rate of $500,000.00 per year, accruing monthly for each calendar month of employment hereunder at the rate of $41,666.66 per month; provided that as of the date hereof the Company will credit the Executive with an amount equal to the difference between the deferred bonus accrued in 2011 prior to the date hereof pursuant to the Prior Employment Agreement and the portion distribution of the Deferred Bonus that would have accrued during such period had this Agreement been entered into on January 1, 2011. Any amount accrued under this Section 3(c), together with any amount accrued after expiration of the Employment Period at the time and in the manner provided under the Prior Employment Agreement with respect Deferred Compensation Plan. (d) Subject to the 2011 calendar year prior to the date Section 3.4(e) hereof, has been or will be, as applicable, credited Executive shall obtain a vested right to a notional Deferred Bonus account (the “Deferred Bonus Account”). No interest or other earnings will accrue on receive the Deferred Bonus Accountupon a Change in Control as follows: (i) If the Change in Control occurs prior to expiration of the Initial Employment Period and Executive remains in the employ of the Company for ninety (90) days after the Change in Control Date (the "Change in Control Period"), Executive shall obtain a vested right to receive one-half of the Deferred Bonus, with the remaining one-half otherwise eligible for vesting pursuant to the terms set forth in Sections 3.4(b), 3.4(c) and 3.4(d) hereof. (ii) The Deferred Bonus that If the Change in Control occurs prior to expiration of the Initial Employment Period and Executive is accrued with respect to the period beginning on January 1, 2011 and ending on December 31, 2012 shall be paid to the Executive on December 31, 2012, subject to the Executive’s remaining continuously employed terminated by the Company on other than for Cause or Disability, or Executive terminates for Good Reason, either during the ninety (90) day period immediately preceding the Change in Control Date (provided such date. If the Executive’s employment with the Company terminates prior to December 31, 2012, the Executive’s right to, and the payment of, the Deferred Bonus shall be governed by subsection (iii) below. If the Executive receives a payment under the terms of this subsection (ii), upon such payment, the Company shall have no further obligation to the Executive with respect to the portion Change in Control was public knowledge as of the Deferred Bonus that is accrued with respect to Termination Date) or at any time after the period beginning on January 1, 2011 and ending on December 31, 2012, and any Deferred Bonus accrued with respect to the period beginning on January 1, 2013 occurrence of such Change in accordance with the provisions of subsection (i) above shall be paid in accordance with the provisions of subsection (iii) below. (iii) Subject to subsection (ii) above, the Deferred Bonus shall be payable on the earlier to occur of the date that is sixty (60) days following the expiration of the Employment Period hereunder, or the date that is sixty (60) (seventy-four (74) in the case of a termination of employment due to the Executive’s death) days following the earlier termination of the Executive’s employment as set forth in Section 5 hereinafter, except as otherwise set forth in Section 5. (iv) The Executive acknowledges and agrees that the amount of the deferred bonus credited under Section 3(c) of the Prior Employment Agreement as of December 31, 2010 is $1,050,000. The Company agrees to pay this amount to the Executive within seven (7) days following execution of this Agreement and the Executive acknowledges and agrees that, upon such payment, the Company will have no further obligation to him with respect to any amounts accrued or any deferred bonus under Section 3(c) of the Prior Employment Agreement.Control

Deferred Bonus. (ia) The In addition to any other bonus or deferred compensation benefit described in Article III hereof, or to which Executive is otherwise entitled pursuant to another plan or arrangement with the Company, as of the Effective Date, the Company agrees to credit Six Hundred Sixty-Three Thousand Seven Hundred Fifty and no/100 Dollars ($663,750) (the "Deferred Bonus") to Executive's Retirement Account as deferred compensation under the Deferred Compensation Plan, subject to the following terms and conditions. (b) Notwithstanding anything to the contrary in the Deferred Compensation Plan, in the event Executive's employment with the Company is terminated prior to expiration of the Initial Employment Period, Executive shall forfeit all of the Deferred Bonus, without payment of consideration by the Company, except as otherwise provided in Section 3.4 (d) hereof or Article IV hereof. In the event a distribution is otherwise made from Executive's Retirement Account pursuant to the rules set forth in the Deferred Compensation Plan prior to expiration of the Initial Employment Period, no portion of the Retirement Account traceable to the Deferred Bonus shall be eligible for distribution from the Retirement Account at such time, except as otherwise provided in Section 3.4 (d) hereof or Article IV hereof. (c) Subject to Section 3.4(e) hereof, provided Executive remains in the employ of the Company until expiration of the Initial Employment Period, Executive shall be entitled to receive a deferred bonus (any full or partial payment hereunder, the “Deferred Bonus”), which shall accrue at the rate of $500,000.00 per year, accruing monthly for each calendar month of employment hereunder at the rate of $41,666.66 per month; provided that as of the date hereof the Company will credit the Executive with an amount equal to the difference between the deferred bonus accrued in 2011 prior to the date hereof pursuant to the Prior Employment Agreement and the portion distribution of the Deferred Bonus that would have accrued during such period had this Agreement been entered into on January 1, 2011. Any amount accrued under this Section 3(c), together with any amount accrued after expiration of the Employment Period at the time and in the manner provided under the Prior Employment Agreement with respect Deferred Compensation Plan. (d) Subject to the 2011 calendar year prior to the date Section 3.4(e) hereof, has been or will be, as applicable, credited Executive shall obtain a vested right to a notional Deferred Bonus account (the “Deferred Bonus Account”). No interest or other earnings will accrue on receive the Deferred Bonus Accountupon a Change in Control as follows: (i) If the Change in Control occurs prior to expiration of the Initial Employment Period and Executive remains in the employ of the Company for ninety (90) days after the Change in Control Date (the "Change in Control Period"), Executive shall obtain a vested right to receive one-half of the Deferred Bonus, with the remaining one-half otherwise eligible for vesting pursuant to the terms set forth in Sections 3.4(b), 3.4(c) and 3.4(d) hereof. (ii) The Deferred Bonus that If the Change in Control occurs prior to expiration of the Initial Employment Period and Executive is accrued with respect to the period beginning on January 1, 2011 and ending on December 31, 2012 shall be paid to the Executive on December 31, 2012, subject to the Executive’s remaining continuously employed terminated by the Company on other than for Cause or Disability, or Executive terminates for Good Reason, either during the ninety (90) day period immediately preceding the Change in Control Date (provided such date. If the Executive’s employment with the Company terminates prior to December 31, 2012, the Executive’s right to, and the payment of, the Deferred Bonus shall be governed by subsection (iii) below. If the Executive receives a payment under the terms of this subsection (ii), upon such payment, the Company shall have no further obligation to the Executive with respect to the portion Change in Control was public knowledge as of the Deferred Bonus that is accrued with respect to Termination Date) or at any time after the period beginning on January 1, 2011 and ending on December 31, 2012, and any Deferred Bonus accrued with respect to the period beginning on January 1, 2013 occurrence of such Change in accordance with the provisions of subsection (i) above shall be paid in accordance with the provisions of subsection (iii) below. (iii) Subject to subsection (ii) above, the Deferred Bonus shall be payable on the earlier to occur of the date that is sixty (60) days following the expiration of the Employment Period hereunder, or the date that is sixty (60) (seventy-four (74) in the case of a termination of employment due to the Executive’s death) days following the earlier termination of the Executive’s employment as set forth in Section 5 hereinafter, except as otherwise set forth in Section 5. (iv) The Executive acknowledges and agrees that the amount of the deferred bonus credited under Section 3(c) of the Prior Employment Agreement as of December 31, 2010 is $1,050,000. The Company agrees to pay this amount to the Executive within seven (7) days following execution of this Agreement and the Executive acknowledges and agrees that, upon such payment, the Company will have no further obligation to him with respect to any amounts accrued or any deferred bonus under Section 3(c) of the Prior Employment Agreement.Control