Common use of Incentive Bonus Clause in Contracts

Incentive Bonus. (a) The Company shall establish a performance-based bonus plan (the “Plan”) pursuant to which Executive shall be eligible to receive an annual incentive bonus (the “Annual Bonus”) with respect to each fiscal year of Company (“Fiscal Year”) ending during the Employment Term, subject to the achievement of financial performance objectives and “management by objective” goals as previously established by the Board in consultation with the Chief Executive Officer, which objectives shall be reasonably related to the Company’s business objectives. The Board or the Committee shall administer the Plan, and shall have the sole discretion to determine if the goals have been attained and what percentage of Base Salary, if any, will be paid as an Annual Bonus; provided any such determinations are made reasonably and in good faith. To the extent the goals are financial in nature, the Board shall base its determination on the audit, review or compilation of the Company’s financial results submitted by the Company’s independent accountants, which determination shall be made within thirty (30) days of receipt by the Company of such audit, review or compilation (the date on which the Committee makes such determination, the “Bonus Determination Date”). Executive acknowledges that (i) no Annual Bonus shall be earned or accrued until the corresponding Bonus Determination Date and (ii) in order to receive an Annual Bonus with respect to a Fiscal Year, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the Fiscal Year to which such Annual Bonus relates and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the Bonus Determination Date. The Annual Bonus shall be paid as soon as practicable after the Bonus Determination Date, but in no event later than December 31 of the Fiscal Year following the Fiscal Year for which the Annual Bonus relates. With respect to the Company’s 2013 Fiscal Year, Executive will be entitled to a Bonus under the Company’s 2013 Executive Bonus Plan (the “2013 Bonus”), which shall be paid as soon as practicable after the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year, but in no event later than December 31, 2014. Executive acknowledges that (x) the 2013 Bonus shall not be earned or accrued until the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order to receive the 2013 Bonus, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the 2013 Bonus Determination Date. (b) Should the Board determine that an Annual Bonus to Executive was based on an audit, review or compilation that is later found to be materially misstated or inaccurate in any material respect, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid as a result of such materially misstated or inaccurate audit, review or compilation (an “Excess Bonus Amount”). Executive shall remit the Excess Bonus Amount to the Company within 30 days after receiving written notice (an “Excess Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount due from Executive. Notwithstanding the foregoing, if an Excess Bonus Notice is first given at any time after the second anniversary of the date on which the corresponding Excess Bonus Amount was paid to Executive by the Company, and the determination of such Excess Bonus Amount does not, in any respect, relate to, or arise from, any acts or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, of Executive, then the Company’s right to recover such Excess Bonus Amount thereafter shall only be accomplished through the exercise of its right of offset in Section 6.8 (and subject to the limitations therein).

Incentive Bonus. (a) The Company shall establish a performance-based bonus plan (During the “Plan”) pursuant to which Employment Term, Executive shall be eligible to receive an annual incentive bonus (the “Annual Bonus”) with respect of up to each fiscal year fifty percent (50%) of Company Executive’s Base Salary (the “Fiscal YearTarget Bonus”) ending during the Employment Term), subject to the achievement of financial performance objectives and “management by objective” goals as previously established by the Board in consultation with CEO or the Chief Executive OfficerBoard, which objectives shall be reasonably related to the Company’s business objectivesas applicable. The CEO and Board or the Committee shall administer the Plan, and shall have the sole discretion to determine if the goals have been attained and what percentage of Base Salary, if any, will be paid as an Annual Bonus; provided any such determinations are made reasonably and in good faithbonus. To the extent the goals are financial in nature, the CEO and Board shall base its determination on the audit, review or compilation of the Company’s financial results submitted by the Company’s independent accountants, which determination shall be made as soon as practicable after, but in all cases within thirty (30) days of of, receipt by the Company of such audit, review or compilation (the date on which the Committee makes such determination, the “Bonus Determination Date”). ) and Executive acknowledges that (i) no Annual Bonus bonus shall be earned or accrued until the corresponding Bonus Determination Payment Date (as defined below) and (ii) in order to receive an Annual Bonus with respect to a Fiscal Year, provided that Executive must remain remains continuously employed by the Company through and including the Bonus Payment Date. If the Commencement Date is not the first day of a fiscal year, the Fiscal Year following the Fiscal Year to which such Annual Bonus relates and provided that Executive’s employment with for such partial fiscal year of the Company is not terminated shall be pro-rated to reflect the number of months worked by the Company for Cause prior to the Bonus Determination DateExecutive in such fiscal year. The Annual Bonus shall be paid as soon as practicable after the Bonus Determination Date, but in no event later than December 31 of the Fiscal Year fiscal year following the Fiscal Year fiscal year for which the Annual Bonus relates. With respect to the Company’s 2013 Fiscal Yearrelates (such date of payment, Executive will be entitled to a Bonus under the Company’s 2013 Executive Bonus Plan (the “2013 BonusBonus Payment Date”), which shall be paid as soon as practicable after the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year, but in no event later than December 31, 2014. Executive acknowledges that (x) the 2013 Bonus shall not be earned or accrued until the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order to receive the 2013 Bonus, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the 2013 Bonus Determination Date. (b) Should the Board determine that an Annual Bonus to Executive was based on an audit, review or compilation that is later found to be materially misstated or inaccurate in any material respect, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid as a result of such materially misstated or inaccurate audit, review or compilation (an “Excess Bonus Amount”). Executive shall remit the Excess Bonus Amount to the Company within 30 days after receiving written notice (an “Excess Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount due from Executive. Notwithstanding the foregoing, if an Excess Bonus Notice is first given at any time after the second anniversary of the date on which the corresponding Excess Bonus Amount was paid to Executive by the Company, and the determination of such Excess Bonus Amount does not, in any respect, relate to, or arise from, any acts or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, of Executive, then the Company’s right to recover such Excess Bonus Amount thereafter shall only be accomplished through the exercise of its right of offset in Section 6.8 (and subject to the limitations therein).

Incentive Bonus. (a) The Company shall establish a performance-based bonus plan (the “Plan”) pursuant to which Executive shall be eligible to receive an annual incentive bonus (the “Annual "Incentive Bonus”") with in respect to of each fiscal year of the Company (“Fiscal Year”) ending that ends during the Employment TermTerm (each, a "Reference Year"), subject to the achievement provisions of Section 6. For each Reference Year ending after January 31, 2001, the Incentive Bonus shall consist of two parts, an EBITDA Target Bonus (comprising 75% of the Incentive Bonus) and an Individual Performance Bonus (comprising 25% of the Incentive Bonus), both of which shall be calculated as a percentage of annual Base Salary, as set forth below. It is contemplated that the Executive's Incentive Bonus for the relevant Reference Year will equal 50% of the Executive's annual Base Salary, if 100% of the targeted EBITDA and 100% of the targeted individual performance are achieved. (i) The EBITDA Target Bonus is intended to reflect an assessment of the financial performance objectives and “management by objective” goals as previously established by of the Board Company on a consolidated basis. The Board, in consultation with the Chief Executive OfficerCEO, which objectives shall be reasonably related to determine the Company’s EBITDA target for each Reference Year (the "Annual EBITDA Target"), promptly after the business objectives. The Board or the Committee shall administer the Planplan for such Reference Year is presented to, and shall have the sole discretion to determine if the goals have been attained and what percentage of Base Salary, if any, will be paid as an Annual Bonus; provided any such determinations are made reasonably and in good faith. To the extent the goals are financial in natureapproved by, the Board (such business plan, the "Business Plan"). The Executive shall base its determination be informed of the Annual EBITDA Target promptly after it is determined by the Board. It is understood that the Annual EBITDA Target for the relevant Reference Year will be based on the audit, review or compilation of the Company’s financial results submitted by the Company’s independent accountants, which determination shall be made within thirty (30) days of receipt by the Company of Business Plan for such audit, review or compilation (the date on which the Committee makes such determination, the “Bonus Determination Date”). Executive acknowledges that (i) no Annual Bonus shall be earned or accrued until the corresponding Bonus Determination Date and (ii) in order to receive an Annual Bonus with respect to a Fiscal Reference Year, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the Fiscal Year to which such Annual Bonus relates will represent a realistic and provided achievable forecast that Executive’s employment with the Company is not terminated by the Company for Cause prior to the Bonus Determination Date. The Annual Bonus shall be paid as soon as practicable after the Bonus Determination Date, but in no event later than December 31 of the Fiscal Year following the Fiscal Year for which the Annual Bonus relates. With respect to the Company’s 2013 Fiscal Year, Executive will be entitled to a Bonus under the Company’s 2013 Executive Bonus Plan (the “2013 Bonus”), which shall be paid as soon as practicable after the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year, but in no event later than December 31, 2014. Executive acknowledges that (x) the 2013 Bonus shall not be earned or accrued until the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order to receive the 2013 Bonus, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the 2013 Bonus Determination Date. (b) Should the Board determine that an Annual Bonus to Executive was based on an audit, review or compilation that is later found intended to be materially misstated unduly conservative or inaccurate in any material respect, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid as a result of such materially misstated or inaccurate audit, review or compilation (an “Excess Bonus Amount”). Executive shall remit the Excess Bonus Amount to the Company within 30 days after receiving written notice (an “Excess Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount due from Executiveaggressive. Notwithstanding the foregoing, if an Excess Bonus Notice is first given at any time after the second anniversary Annual EBITDA Target for the relevant Reference Year shall include the EBITDA of the date Company's non-U.S. operations at the exchange rate specified in the Business Plan for such Reference Year, and shall eliminate the effect of any realized or unrealized hedging gains and/or losses reflected in the Business Plan. The Board shall have the right, acting unilaterally and in good faith, to adjust any Annual EBITDA Target upon the occurrence of any acquisition, disposition or other significant event, that was not contemplated at the time that such target was determined. "EBITDA" means, for the relevant Reference Year, the Company's consolidated operating earnings, plus depreciation and amortization (as reflected in the Company's audited financial statements), adjusted so that it is calculated on which the corresponding Excess Bonus Amount was paid same basis as the Annual EBITDA Target for such Reference Year (including, without limitation, the exchange rate calculation referred to Executive above); provided that EBITDA shall exclude extraordinary gains and/or losses and gains and/or losses from the sale of assets outside of the ordinary course of business, unless such gains and/or losses were reflected in the Business Plan. The "EBITDA Attainment Percentage" means, for the relevant Reference Year, the quotient obtained by dividing EBITDA by the Company, and the determination of such Excess Bonus Amount does not, in any respect, relate to, or arise from, any acts or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, of Executive, then the Company’s right to recover such Excess Bonus Amount thereafter shall only be accomplished through the exercise of its right of offset in Section 6.8 (and subject to the limitations therein)Annual EBITDA Target.

Incentive Bonus. (a) The Commencing on the Effective Date and for each full fiscal year thereafter that Executive is employed by the Company shall establish a performance-based bonus plan (during the “Plan”) pursuant to which Term, Executive shall be eligible to receive for an annual incentive bonus bonus, to be paid annually, based upon achievement of defined goals established by the Compensation Committee of the Board and in accordance with the terms of any incentive plan of the Company in effect from time to time (the “Annual Incentive Bonus”). (i) with respect to The level of achievement of the objectives each fiscal year and the amount payable as Incentive Bonus shall be determined in good faith by the Compensation Committee of Company the Board. Any Incentive Bonus earned for a fiscal year shall be paid to Executive in a single lump sum on or before the date that is 2 ½ months following the last day of such fiscal year. (“Fiscal Year”ii) ending during the Employment Term, subject Subject to the achievement of financial performance objectives and “management by objective” the goals as previously established by the Board in consultation with Compensation Committee, as determined by the Chief Compensation Committee, Executive Officer, which objectives shall be reasonably related to eligible for an annual target incentive bonus of One Hundred Twenty Thousand and 00/100 Dollars ($120,000.00) for the Company’s business objectives. The Board or first year of the Committee Term (which amount shall administer the Plannot be prorated), and shall have an amount to be determined by the sole discretion to determine if the goals have been attained and what percentage Compensation Committee of Base Salary, if any, will be paid as an Annual Bonus; provided any such determinations are made reasonably and in good faith. To the extent the goals are financial in nature, the Board shall base its determination on for the audit, review or compilation second and third year of the Company’s financial results submitted by the Company’s independent accountants, which determination shall be made within thirty (30) days of receipt by the Company of such audit, review or compilation (the date on which the Committee makes such determination, the “Bonus Determination Date”)Term. Executive acknowledges that (i) no Annual Bonus shall be earned or accrued until the corresponding Bonus Determination Date and (ii) in order to receive an Annual Bonus with respect to a Fiscal Year, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the Fiscal Year to which such Annual Bonus relates and provided that If Executive’s employment with is extended beyond the Company Third Anniversary Date as provided in Section 2, then on or after the Third Anniversary Date, and annually thereafter, Executive’s annual target incentive bonus may be reviewed by the Compensation Committee of the Board to determine whether it should be adjusted. (iii) If Executive’s employment is not terminated by the Company without Cause (as defined below) following a Change in Control (as defined below) and before the amount of Executive’s target incentive bonus for Cause prior to the Bonus Determination Date. The Annual Bonus shall be paid as soon as practicable after the Bonus Determination Date, but in no event later than December 31 either or both of the Fiscal Year following second and third year of the Fiscal Year for which the Annual Bonus relates. With respect to the Company’s 2013 Fiscal Year, Executive will be entitled to a Bonus under the Company’s 2013 Executive Bonus Plan (the “2013 Bonus”), which shall be paid as soon as practicable after the thirtieth (30th) day following receipt Term has been determined by the Board of the Company’s audit for the 2013 Fiscal YearCompensation Committee, but in no event later than December 31, 2014. Executive acknowledges that (x) the 2013 Bonus shall not be earned or accrued until the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order to receive the 2013 Bonus, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that if Executive’s employment with the Company is not terminated by Executive for Good Reason (as defined below) within 12 months following a Change in Control and before the Company amount of Executive’s target incentive bonus for Cause either or both of the second and third year of the Term has been determined by the Compensation Committee, or prior to a Change of Control at the 2013 Bonus Determination Date. (b) Should the Board determine that direction of a person who has entered into an Annual Bonus to Executive was based on an audit, review or compilation that is later found to be materially misstated or inaccurate in any material respect, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid as a result of such materially misstated or inaccurate audit, review or compilation (an “Excess Bonus Amount”). Executive shall remit the Excess Bonus Amount to the Company within 30 days after receiving written notice (an “Excess Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount due from Executive. Notwithstanding the foregoing, if an Excess Bonus Notice is first given at any time after the second anniversary of the date on which the corresponding Excess Bonus Amount was paid to Executive by agreement with the Company, and the determination consummation of such Excess Bonus Amount does not, in any respect, relate to, or arise from, any acts or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, which will constitute a Change of ExecutiveControl, then Executive’s target incentive bonus for the Company’s right second and third years of the Term shall be deemed to recover such Excess Bonus Amount thereafter shall only be accomplished through the exercise of its right of offset in Section 6.8 Two Hundred Thousand and 00/100 Dollars (and subject to the limitations therein$200,000.00).

Incentive Bonus. (a) The Company shall establish a performance-based bonus plan (During the “Plan”) pursuant to which Employment Term, Executive shall be eligible to receive an annual incentive bonus (the “Annual Bonus”) with respect to each fiscal year targeted at fifty percent (50%) of Company (“Fiscal Year”) ending during the Employment Term, Executive’s Base Salary; subject to the achievement of financial performance objectives and “management by objective” goals as previously established by the Board in consultation with the Chief Executive Officer, which objectives shall be reasonably related to the Company’s business objectivesBoard. The Board or the Committee shall administer the Plan, and shall have the sole discretion to determine if the goals have been attained and what percentage of Base Salary, if any, will be paid as an Annual Bonus; provided any such determinations are made reasonably and in good faithbonus. To the extent the goals are financial in nature, the Board shall base its determination on the audit, review or compilation of the Company’s financial results submitted by the Company’s independent accountants, which determination shall be made within thirty (30) days of receipt by the Company of such audit, review or compilation (the date on which the Committee Board makes such determination, the “Bonus Determination Date”). ) and Executive acknowledges that (i) no Annual Bonus bonus shall be earned or accrued until the corresponding Bonus Determination Payment Date (as defined below) and (ii) in order to receive an Annual Bonus with respect to a Fiscal Year, provided that Executive must remain remains continuously employed by the Company through and including the first day of the Fiscal Year following the Fiscal Year to which such Annual Bonus relates and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the Bonus Determination Payment Date. The Annual Bonus shall be paid as soon as practicable after the Bonus Determination Date, but in no event later than December 31 of the Fiscal Year fiscal year following the Fiscal Year fiscal year for which the Annual Bonus relates. With respect to the Company’s 2013 Fiscal Yearrelates (such date of payment, Executive will be entitled to a Bonus under the Company’s 2013 Executive Bonus Plan (the “2013 BonusBonus Payment Date”), which shall be paid as soon as practicable after the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year, but in no event later than December 31, 2014. Executive acknowledges that (x) the 2013 Bonus shall not be earned or accrued until the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order to receive the 2013 Bonus, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the 2013 Bonus Determination Date. (b) Should the Board determine that an Annual Bonus to Executive was based on an audit, review or compilation that is later found to be materially misstated incorrect or inaccurate in any material respectinvalid, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid (net of taxes paid) as a result of such materially misstated incorrect or inaccurate invalid audit, review or compilation (an “Excess Bonus Amount”)compilation. Executive shall remit the Excess Bonus Amount gross excess amount (net of taxes paid) to the Company within 30 days after receiving written notice (an “Excess Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount excess amount (net of taxes paid) due from Executive. Notwithstanding the foregoing, if the determination by the Board (that an Excess Bonus Notice is first given at any time after the second anniversary of excess bonus amount was paid) occurs more than three (3) years from the date on which the corresponding Excess Bonus Amount that such excess bonus amount was paid to Executive by the CompanyExecutive, and the determination of such Excess Bonus Amount excess bonus payment does not, in any respect, relate to, or arise from, any acts or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, of Executive, then the Company’s 's right to recover such Excess Bonus Amount excess bonus amount thereafter shall only be accomplished through the exercise of its right of offset in Section 6.8 6.9 (and subject to the limitations therein).

Incentive Bonus. (a) The Company shall establish a performance-based bonus plan (During the “Plan”) pursuant to which Period of Employment, the Executive shall be eligible to receive an annual incentive bonus (the “Annual Incentive Bonus”) with respect in an amount to each fiscal year of Company (“Fiscal Year”) ending during be determined by the Employment TermBoard in its sole discretion, subject to based on the achievement of financial performance objectives and “management by objective” goals as previously established by the Board in consultation with for that particular period. The Executive’s target Incentive Bonus amount for the Chief Executive Officer, which objectives fiscal years during the Period of Employment shall be reasonably related to 87.5% of the CompanyExecutive’s business objectives. The Base Salary, unless the Board or the Compensation Committee shall administer of the PlanBoard (the “Compensation Committee”) sets a higher target Incentive Bonus for those years. In order to earn the Incentive Bonus for any particular fiscal year, and shall have the sole discretion to determine if the goals have been attained and what percentage of Base Salary, if any, will be paid except as an Annual Bonus; provided any such determinations are made reasonably and in good faith. To the extent the goals are financial in natureexpressly set forth herein, the Board shall base its determination on Executive must remain actively and continuously employed through the audit, review or compilation end of the Company’s financial results submitted by the Company’s independent accountants, which determination shall be made within thirty (30) days of receipt by the Company of such audit, review or compilation (the date on which the Committee makes such determination, the “Bonus Determination Date”)fiscal year. Executive acknowledges that (i) no Annual The Incentive Bonus shall be earned or accrued until the corresponding Bonus Determination Date paid, subject to applicable withholdings and (ii) in order to receive an Annual Bonus with respect to a Fiscal Yearauthorized deductions, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the Fiscal Year to which such Annual Bonus relates and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the Bonus Determination Date. The Annual Bonus shall be paid as soon as practicable after the end of such fiscal year (and in all events within the applicable period prescribed for the payment of “short-term deferrals” as provided in Treasury Regulation Section 1.409A-1(b)(4)). The Executive’s Incentive Bonus Determination Date, but for fiscal 2011 shall be payable in no event later than December 31 of the Fiscal Year following the Fiscal Year for which the Annual Bonus relates. With respect to accordance with the Company’s 2013 Fiscal Year, Year 2011 Executive Incentive Compensation Program. The Executive will be entitled to a participate in establishing his individual performance goals and any corporate goals upon which his Incentive Bonus under the Company’s 2013 Executive Bonus Plan (the “2013 Bonus”)is based for each fiscal year, which shall be paid as soon as practicable after the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year, but in no event later than December 31, 2014. Executive acknowledges that (x) the 2013 Bonus shall not be earned or accrued until the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order to receive the 2013 Bonus, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that Executive’s employment with the Compensation Committee shall ultimately set such goals. If the Company is not terminated by the Company for Cause prior required to the 2013 Bonus Determination Date. (b) Should the Board determine that prepare an Annual Bonus accounting restatement due to Executive was based on an auditits material noncompliance, review or compilation that is later found to be materially misstated or inaccurate in any material respect, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid as a result of such materially misstated misconduct (whether or inaccurate auditnot by the Executive), review or compilation (an “Excess Bonus Amount”). with any financial reporting requirement under the U.S. securities laws, the Executive shall remit reimburse the Excess Bonus Amount Company for any bonus or other incentive-based or equity-based compensation received by the Executive from the Company during the 12-month period following the first public issuance or filing with the Commission (whichever first occurs) of the financial document embodying such financial reporting requirement and any profits realized from the sale of securities of the Company during that 12-month period by the Executive. The provision in the immediately preceding sentence is intended to follow Section 304 of the Xxxxxxxx-Xxxxx Act of 2002, and to the Company within 30 days after receiving extent such Section 304 is hereafter amended or modified (whether by legislative, judicial or administrative action) to provide for reduced obligations of Executive thereunder, the immediately preceding sentence shall be automatically similarly amended or modified, without the need of a written notice (an “Excess Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount due from Executive. Notwithstanding the foregoing, if an Excess Bonus Notice is first given at any time after the second anniversary of the date on which the corresponding Excess Bonus Amount was paid to Executive by the Company, and the determination of such Excess Bonus Amount does not, in any respect, relate to, or arise from, any acts or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, of Executive, then the Company’s right to recover such Excess Bonus Amount thereafter shall only be accomplished through the exercise of its right of offset in Section 6.8 (and subject to the limitations therein)amendment hereof.

Incentive Bonus. (a) The Company shall establish a performance-based bonus plan (During the “Plan”) pursuant to which Employment Term, Executive shall be eligible to receive an annual incentive bonus (the “Annual Bonus”) with respect of up to each fiscal year seventy-five percent (75%) of Company Executive’s Base Salary (the “Fiscal YearTarget Bonus”) ending during (reduced by the Employment Termamount described in Section 2.4(b) below), subject to the achievement of financial performance objectives and “management by objective” goals as previously established by the Board in consultation with Committee or the Chief Executive OfficerBoard, which objectives shall be reasonably related to the Company’s business objectivesas applicable. The Board or the Committee shall administer the Plan, and shall have the sole discretion to determine if the goals have been attained and what percentage of Base Salary, if any, will be paid as an Annual Bonus; provided any such determinations are made reasonably and in good faithbonus. To the extent the goals are financial in nature, the Board shall base its determination on the audit, review or compilation of the Company’s financial results submitted by the Company’s independent accountants, which determination shall be made as soon as practicable after, but in all cases within thirty (30) days of of, receipt by the Company of such audit, review or compilation (the date on which the Committee makes such determination, the “Bonus Determination Date”). ) and Executive acknowledges that (i) no Annual Bonus bonus shall be earned or accrued until the corresponding Bonus Determination Payment Date (as defined below) and (ii) in order to receive an Annual Bonus with respect to a Fiscal Year, provided that Executive must remain remains continuously employed by the Company through and including the Bonus Payment Date. If the Commencement Date is not the first day of a fiscal year, the Fiscal Year following the Fiscal Year to which such Annual Bonus relates and provided that Executive’s employment with for such partial fiscal year of the Company is not terminated shall be pro-rated to reflect the number of months worked by the Company for Cause prior to the Bonus Determination DateExecutive in such fiscal year. The Annual Bonus shall be paid as soon as practicable after the Bonus Determination Date, but in no event later than December 31 of the Fiscal Year fiscal year following the Fiscal Year fiscal year for which the Annual Bonus relates. With respect to relates (such date of payment, the “Bonus Payment Date”). (b) The Target Bonus for the Company’s 2013 Fiscal Yearfiscal year ending December 31, 2012 shall be pro-rated to reflect the number of months worked by Executive will in such fiscal year and shall be entitled to a determined and paid as follows: (i) 50% of such Target Bonus under the Company’s 2013 Executive Bonus Plan (the “2013 Bonus”), which shall be guaranteed and shall be paid to Executive by March 15, 2013, and (ii) 50% of such Target Bonus shall be subject to the achievement of goals established by the Board in consultation with Executive as soon as practicable after the thirtieth (30th) day following receipt by Commencement Date and shall be payable on the Board Bonus Payment Date; and, for the avoidance of any doubt, the total amount of bonus payable for the Company’s audit for the 2013 Fiscal Year, but in no event later than fiscal year ending December 31, 2014. Executive acknowledges that (x) the 2013 Bonus 2012 shall not be earned or accrued until the thirtieth (30th) day following receipt reduced by the Board of the Company’s audit for the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order to receive the 2013 Bonus, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the 2013 Bonus Determination Date. (b) Should the Board determine that an Annual Bonus to Executive was based on an audit, review or compilation that is later found to be materially misstated or inaccurate in any material respect, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid as a result of such materially misstated or inaccurate audit, review or compilation (an “Excess Bonus Amount”). Executive shall remit the Excess Bonus Amount to the Company within 30 days after receiving written notice (an “Excess Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount due from Executive. Notwithstanding the foregoing, if an Excess Bonus Notice is first given at any time after the second anniversary of the date on which the corresponding Excess Bonus Amount was paid to Executive by the Company, and the determination of such Excess Bonus Amount does not, in any respect, relate to, or arise from, any acts or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, of Executive, then the Company’s right to recover such Excess Bonus Amount thereafter shall only be accomplished through the exercise of its right of offset described in Section 6.8 (and subject to the limitations therein2.4(b).

Incentive Bonus. (a) The Company shall establish a performance-based bonus plan (During the “Plan”) pursuant to which term of this Agreement, Executive shall be eligible to receive an annual incentive bonus Incentive Bonus (“Incentive Bonus”) based on performance measures established by the Compensation Committee of ARC’s Board of Directors (the “Annual BonusCommittee”) within the first 90 days of the calendar year. The target amount of each Incentive Bonus shall not exceed one hundred percent (100%) of Executive’s Base Salary per year, with respect to a maximum potential payment of one hundred fifty percent (150%) of Executive’s Base Salary per year, in each fiscal year of Company (“Fiscal Year”) ending during the Employment Term, subject to the case contingent upon achievement of financial performance objectives and “management by objective” goals as previously criteria to be established by the Board Committee in consultation with Executive and approved by the Chief Committee. Except as otherwise provided in this Agreement, Executive Officer, shall not be entitled to payment of an Incentive Bonus unless he remains continuously employed through the last day of the fiscal year to which objectives shall be reasonably related to the Company’s business objectives. The Board or the Committee shall administer the Plan, and shall have the sole discretion to determine if the goals have been attained and what percentage of Base Salary, if any, will be paid as an Annual Bonus; provided any such determinations are made reasonably and in good faithbonus relates. To the extent the goals are financial in natureearned, the Board shall base its determination on the audit, review or compilation of the Company’s financial results submitted by the Company’s independent accountants, which determination shall be made within thirty (30) days of receipt by the Company of such audit, review or compilation (the date on which the Committee makes such determination, the “Bonus Determination Date”). Executive acknowledges that (i) no Annual Bonus shall be earned or accrued until the corresponding Bonus Determination Date and (ii) in order to receive an Annual Bonus with respect to a Fiscal Year, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the Fiscal Year to which such Annual Bonus relates and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the Bonus Determination Date. The Annual Incentive Bonus shall be paid as soon as practicable no later than March 15th after the close of each fiscal year. The Incentive Bonus Determination Dateas recommended and approved by the Compensation Committee shall be paid in cash or shares of ARC common stock (such shares to be paid in either or both restricted shares or options as approved by the Compensation Committee) or a mix of cash and shares. To the extent that such Incentive Bonus is paid in shares of ARC common stock, such shares shall be issued forthwith after approval by the Compensation Committee at its first meeting in the fiscal year following the close of the fiscal year to which such Incentive Bonus relates, but in no event shall such shares be issued later than December 31 two and one-half months after the close of such fiscal year; provided, however, that as a condition to receiving restricted shares of ARC common stock, Executive must deposit with ARC on the Fiscal Year following date of issuance cash in the Fiscal Year for amount, if any, by which the Annual Bonus relates. With total of employee withholding taxes required to be withheld with respect to the Company’s 2013 Fiscal Yearentire Incentive Bonus exceeds the cash portion of the Incentive Bonus available for withholding. Unless the Compensation Committee elects otherwise, Executive will be entitled to a the Incentive Bonus under the Company’s 2013 Executive Bonus Plan (the “2013 Bonus”), which shall be paid as soon as practicable after pursuant to the thirtieth (30th) day following receipt by the Board terms of the Company’s audit for the 2013 Fiscal Year, but ARC 2014 Stock Incentive Plan. The shares of ARC common stock shall vest in no event later than December 31, 2014. Executive acknowledges that equal installments of one third (x1/3) the 2013 Bonus shall not be earned or accrued until the thirtieth (30th) day following receipt by the Board on each of the Companyfirst three anniversaries of the date of grant, subject to Executive’s audit for the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order continued employment with ARC on each vesting date. To be eligible to receive the 2013 an Incentive Bonus, Executive must remain continuously have been employed by ARC during the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior entire fiscal year to the 2013 which such Incentive Bonus Determination Daterelates. (b) Should the Board determine that an Annual Bonus to Executive was based on an audit, review or compilation that is later found to be materially misstated or inaccurate in any material respect, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid as a result of such materially misstated or inaccurate audit, review or compilation (an “Excess Bonus Amount”). Executive shall remit the Excess Bonus Amount to the Company within 30 days after receiving written notice (an “Excess Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount due from Executive. Notwithstanding the foregoing, if an Excess Bonus Notice is first given at any time after the second anniversary of the date on which the corresponding Excess Bonus Amount was paid to Executive by the Company, and the determination of such Excess Bonus Amount does not, in any respect, relate to, or arise from, any acts or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, of Executive, then the Company’s right to recover such Excess Bonus Amount thereafter shall only be accomplished through the exercise of its right of offset in Section 6.8 (and subject to the limitations therein).

Incentive Bonus. (a) The Company shall establish a performance-based bonus plan (Beginning with the “Plan”) pursuant to which 2015 fiscal year, the Executive shall be eligible to receive an annual incentive bonus (the “Annual Bonus”) with respect to for each fiscal year of the Company that occurs during the Period of Employment (“Fiscal YearIncentive Bonus”); provided that, unless the Executive’s employment terminates by reason of the expiration of the Period of Employment, the Executive must be employed by the Company at the time the Company pays the Incentive Bonus with respect to any such fiscal year in order to be eligible for an Incentive Bonus with respect to that fiscal year (and, unless the Executive’s employment terminates by reason of the expiration of the Period of Employment, if the Executive is not so employed at such time, in no event shall he have been considered to have “earned” any Incentive Bonus with respect to the fiscal year in question). The Executive’s target Incentive Bonus amount for a particular fiscal year of the Company shall equal 75% of the Executive’s Base Salary paid by the Company to the Executive for that fiscal year (the “Target Bonus”); provided that the Executive’s actual Incentive Bonus amount for a particular fiscal year shall be determined by the Compensation Committee in its sole discretion, based on performance objectives (which may include corporate, business unit or division, financial, strategic, individual or other objectives) ending during established with respect to that particular fiscal year by the Employment TermCompensation Committee. Any Incentive Bonus becoming payable for a particular fiscal year shall be paid in the following fiscal year, subject provided that the Executive must be employed by the Company at the time the Company pays the Incentive Bonus unless the Executive’s employment terminates by reason of the expiration of the Period of Employment. Subject to the Executive’s remaining employed by the Company at the time the Company pays the Incentive Bonus for the 2015 fiscal year, unless the Executive’s employment terminates by reason of the expiration of the Period of Employment, the Executive shall be entitled to receive an Incentive Bonus for the 2015 fiscal year of at least Five Hundred Sixty Two thousand Five hundred dollars ($562,500), which amount may be increased (but not decreased) based on the achievement of financial the applicable performance objectives and “management by objective” goals as previously established by for the Board in consultation with the Chief Executive Officer, which objectives shall be reasonably related to the Company’s business objectivesyear. The Board or the Committee Executive shall administer the Plan, and shall have the sole discretion not be eligible to determine if the goals have been attained and what percentage of Base Salary, if any, will be paid as earn an Annual Bonus; provided Incentive Bonus for any such determinations are made reasonably and in good faith. To the extent the goals are financial in nature, the Board shall base its determination on the audit, review or compilation portion of the Company’s financial results submitted by 2014 fiscal year that occurs following the Company’s independent accountantsEffective Date pursuant to this Agreement, which determination shall be made within thirty (30) days of receipt by but the Company of such auditExecutive has earned, review or compilation (and there has been accrued, an incentive bonus for the date on which the Committee makes such determination, the “Bonus Determination Date”). Executive acknowledges that (i) no Annual Bonus shall be earned or accrued until the corresponding Bonus Determination Date and (ii) in order to receive an Annual Bonus with respect to a Fiscal Year, Executive must remain continuously employed by the Company through and including the first day portion of the Fiscal Year following the Fiscal Year to which such Annual Bonus relates and provided that Executive’s employment with the Company is not terminated by the Company for Cause 2014 calendar year prior to the Bonus Determination Date. The Annual Bonus shall be paid as soon as practicable after Closing Date pursuant to the Bonus Determination Date, but in no event later than December 31 terms of the Fiscal Year following the Fiscal Year for which the Annual Bonus relates. With respect to the Company’s 2013 Fiscal Year, Executive will be entitled to a Bonus under the Company’s 2013 Executive Bonus Plan (the “2013 Bonus”), which shall be paid as soon as practicable after the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year, but in no event later than December 31, 2014. Executive acknowledges that (x) the 2013 Bonus shall not be earned or accrued until the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order to receive the 2013 Bonus, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the 2013 Bonus Determination DatePrior Employment Agreement. (b) Should the Board determine that an Annual Bonus to Executive was based on an audit, review or compilation that is later found to be materially misstated or inaccurate in any material respect, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid as a result of such materially misstated or inaccurate audit, review or compilation (an “Excess Bonus Amount”). Executive shall remit the Excess Bonus Amount to the Company within 30 days after receiving written notice (an “Excess Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount due from Executive. Notwithstanding the foregoing, if an Excess Bonus Notice is first given at any time after the second anniversary of the date on which the corresponding Excess Bonus Amount was paid to Executive by the Company, and the determination of such Excess Bonus Amount does not, in any respect, relate to, or arise from, any acts or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, of Executive, then the Company’s right to recover such Excess Bonus Amount thereafter shall only be accomplished through the exercise of its right of offset in Section 6.8 (and subject to the limitations therein).

Incentive Bonus. (a) The Company shall establish a performance-based bonus plan (the “Plan”) pursuant to which Executive shall be eligible to receive an annual incentive bonus (the “Annual Incentive Bonus”) with respect to for each fiscal calendar year during the Period of Company Employment (each, a “Fiscal Bonus Year”) ending during the Employment Term, subject to the achievement of financial performance objectives and “management by objective” goals as previously established by the Board in consultation with the Chief Executive Officer, which objectives shall be reasonably related to the Company’s business objectives. The Board or the Committee shall administer the Plan, and shall have the sole discretion to determine if the goals have been attained and what percentage of Base Salary, if any, will be paid as an Annual Bonus); provided any such determinations are made reasonably and in good faith. To that the extent the goals are financial in nature, the Board shall base its determination on the audit, review or compilation of the Company’s financial results submitted by the Company’s independent accountants, which determination shall Executive must be made within thirty (30) days of receipt employed by the Company of such audit, review or compilation (the date on which the Committee makes such determination, the “Bonus Determination Date”). Executive acknowledges that (i) no Annual Bonus shall be earned or accrued until the corresponding Bonus Determination Date and (ii) December 31 in order to receive be eligible for an Annual Incentive Bonus with respect to a Fiscal the Bonus Year ending on such date (and, except as provided in Section 5.3, if the Executive is not so employed at such time, he shall not be considered to have “earned” any Incentive Bonus with respect to the Bonus Year in question). The target Incentive Bonus for each Bonus Year shall equal 30% of the total Base Salary paid in that Bonus Year, Executive must remain continuously employed based on performance objectives (which may include corporate, business unit or division, financial, strategic, individual or other objectives) reasonably established with respect to that particular Bonus Year by the Company through Compensation and including the first day Stock Option Committee of the Fiscal Board or its successor (the “Compensation Committee”). For the Bonus Year following ending December 31, 2010, any Incentive Bonus will be pro-rated. No Incentive Bonus shall be paid unless the Fiscal applicable performance objectives have been attained, and the Compensation Committee shall determine whether an Incentive Bonus is merited in any given Bonus Year. Under no circumstances shall the Company pay the Executive an Incentive Bonus for a Bonus Year if his employment is terminated for Cause on or prior to which the bonus payment date for such Annual Bonus relates and provided that Year. Should the Executive’s employment with the Company is not terminated by the Company for Cause prior to the Bonus Determination Date. The Annual Bonus shall be paid as soon as practicable after the Bonus Determination Date, but in no event later than December 31 of the Fiscal Year following the Fiscal Year for which the Annual Bonus relates. With respect to the Company’s 2013 Fiscal Year, Executive will be entitled to a Bonus under the Company’s 2013 Executive Bonus Plan (the “2013 Bonus”), which shall be paid as soon as practicable after the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year, but in no event later than December 31, 2014. Executive acknowledges that (x) the 2013 Bonus shall not be earned or accrued until the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order to receive the 2013 Bonus, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the 2013 Bonus Determination Date. (b) Should the Board determine that an Annual Bonus to Executive was based on an audit, review or compilation that is later found to be materially misstated or inaccurate in any material respect, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid terminate as a result of an Involuntary Termination (as such materially misstated or inaccurate auditterm is defined in Section 5.5), review or compilation (an “Excess after the close of a Bonus Amount”). Year but before the bonus payment date for such Bonus Year, Executive shall remit be eligible to receive any Incentive Bonus as determined by the Excess Compensation Committee for such Bonus Amount to the Company within 30 days after receiving written notice (an “Excess Year. Any Incentive Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount due from Executive. Notwithstanding the foregoing, if an Excess Bonus Notice is first given at any time after the second anniversary under this section will be paid not later than March 15th of the date on which calendar year following the corresponding Excess end of the Bonus Amount was paid to Executive by the Company, and the determination of such Excess Bonus Amount does not, in any respect, relate to, or arise from, any acts or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, of Executive, then the Company’s right to recover such Excess Bonus Amount thereafter shall only be accomplished through the exercise of its right of offset in Section 6.8 (and subject to the limitations therein)Year.

Incentive Bonus. (a) The Company shall establish a performance-based bonus plan (During the “Plan”) pursuant Executive’s employment hereunder, in addition to which the Base Salary, the Executive shall be eligible to receive an annual performance incentive bonus (the an “Annual Incentive Bonus”) in accordance with respect the terms and subject to the conditions of the Xxxxxx Medical Group N.V. Performance Incentive Plan, as the same may be amended from time to time, and, if applicable, the Xxxxxx Medical Group N.V. Amended and Restated 2010 Incentive Plan, and in each case any successor plans (collectively, the “Incentive Plan”). The performance goals for each fiscal year of Company (“Fiscal Year”) ending during the Employment Term, subject to the achievement of financial performance objectives and “management by objective” goals as previously after 2015 shall be established by the Compensation Committee or the Board upon recommendation of the Compensation Committee in consultation with the Chief Executive Officer, which objectives and the “target” performance goals shall be reasonable and reasonably related attainable in light of the circumstances and the compensation practices of peer companies of the Parent Corporation. For fiscal year 2015, the Company has agreed with the Executive that his Incentive Bonus for the period from January 1 through June 30 shall be $602,003.69. As soon as practicable following the Merger, the performance goals for the period from July 1 through December 31, 2015 shall be established by the Compensation Committee or the Board upon recommendation of the Compensation Committee in the manner described in the preceding sentence with respect to the Company’s business objectivesperformance goals for full fiscal years after 2015. The Board Executive’s entitlement to receive an Incentive Bonus for any fiscal year (or partial fiscal year, if applicable) will depend on whether, and to what extent, the performance goals established for such fiscal year (or partial fiscal year, if applicable) as determined by the Compensation Committee or the Board upon recommendation of the Compensation Committee shall administer the Plan, and shall have the sole discretion to determine if the goals in accordance herewith have been attained and what percentage of Base Salaryachieved. The Incentive Bonus, if any, will be paid as an Annual Bonus; provided payable to the Executive for any fiscal year is targeted at 100% of Base Salary and shall not exceed 200% of the Base Salary earned by the Executive in such determinations are made reasonably and year. The Compensation Committee or the Board, upon recommendation of the Compensation Committee, shall determine in good faith. To faith the extent the goals are financial in nature, the Board shall base its determination Executive’s entitlement to an Incentive Bonus based on the audit, review or compilation of the Company’s financial results submitted by the Company’s independent accountants, which determination shall be made within thirty (30) days of receipt by the Company achievement of such audit, review or compilation (the date on which the Committee makes such determination, the “Bonus Determination Date”). Executive acknowledges that (i) no Annual Bonus shall be earned or accrued until the corresponding Bonus Determination Date and (ii) in order to receive an Annual Bonus with respect to a Fiscal Year, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the Fiscal Year to which such Annual Bonus relates and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the Bonus Determination Date. The Annual Bonus shall be paid performance goals as soon as reasonably practicable after the Bonus Determination Dateend of each fiscal year (or partial fiscal year, but if applicable). The Company shall pay the Incentive Bonus, if any, to the Executive within ten (10) days after the Non-Executive Directors of the Board makes such determination and in no any event not later than December 31 March 15 of the Fiscal Year year following the Fiscal Year for calendar year in which the Annual Bonus relates. With respect to the Company’s 2013 Fiscal Year, Executive will be entitled to a Bonus under the Company’s 2013 Executive Bonus Plan (the “2013 Bonus”), which shall be paid as soon as practicable after the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year, but in no event later than December 31, 2014. Executive acknowledges that (x) the 2013 Bonus shall not be earned or accrued until the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order to receive the 2013 Bonus, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the 2013 Bonus Determination Date. (b) Should the Board determine that an Annual Bonus to Executive was based on an audit, review or compilation that is later found to be materially misstated or inaccurate in any material respect, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid as a result of such materially misstated or inaccurate audit, review or compilation (an “Excess Bonus Amount”). Executive shall remit the Excess Bonus Amount to the Company within 30 days after receiving written notice (an “Excess Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount due from Executive. Notwithstanding the foregoing, if an Excess Bonus Notice is first given at any time after the second anniversary of the date on services upon which the corresponding Excess Incentive Bonus Amount was paid to Executive by the Company, and the determination of such Excess Bonus Amount does not, in any respect, relate to, or arise from, any acts or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, of Executive, then the Company’s right to recover such Excess Bonus Amount thereafter shall only be accomplished through the exercise of its right of offset in Section 6.8 (and subject to the limitations therein)is based were performed.

Incentive Bonus. (a) The Commencing on the Effective Date and for each full fiscal year thereafter that Executive is employed by the Company shall establish a performance-based bonus plan (during the “Plan”) pursuant to which Term, Executive shall be eligible to receive for an annual incentive bonus bonus, to be paid annually, based upon achievement of defined goals established by the Compensation Committee of the Board and in accordance with the terms of any incentive plan of the Company in effect from time to time (the “Annual Incentive Bonus”). (i) with respect to The level of achievement of the objectives each fiscal year and the amount payable as Incentive Bonus shall be determined in good faith by the Compensation Committee of Company the Board. Any Incentive Bonus earned for a fiscal year shall be paid to Executive in a single lump sum on or before the date that is 2 ½ months following the last day of such fiscal year. (“Fiscal Year”ii) ending during the Employment Term, subject Subject to the achievement of financial performance objectives and “management by objective” the goals as previously established by the Board in consultation with Compensation Committee, as determined by the Chief Compensation Committee, Executive Officer, which objectives shall be reasonably related to eligible for an annual target incentive bonus of Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00) for the Company’s business objectives. The Board or first year of the Committee shall administer the PlanTerm, and shall have an amount to be determined by the sole discretion Compensation Committee of the Board for the second and third year of the Term. If Executive’s employment is extended beyond the Third Anniversary Date as provided in Section 2, then on or after the Third Anniversary Date, and annually thereafter, Executive’s annual target incentive bonus may be reviewed by the Compensation Committee of the Board to determine if whether it should be adjusted. Executive acknowledges and agrees that the goals have been attained Incentive Bonus provided for in this Agreement supersedes and what percentage of Base Salary, if any, will be paid as an Annual Bonus; replaces in all respects the Incentive Bonus provided any such determinations are made reasonably and for in good faiththe VP Agreement. To effectuate this intent, Executive acknowledges that he will not receive an Incentive Bonus under the extent the goals are financial in nature, the Board shall base its determination on the audit, review or compilation VP Agreement for any part of the Company’s financial results submitted by third or fourth fiscal quarters, and that all amounts paid to him as an Incentive Bonus under the Company’s independent accountants, which determination shall be made within thirty (30) days of receipt by the Company of such audit, review or compilation (the date on which the Committee makes such determination, the “Bonus Determination Date”). Executive acknowledges that (i) no Annual Bonus shall be earned or accrued until the corresponding Bonus Determination Date and (ii) in order to receive an Annual Bonus VP Agreement with respect to a Fiscal Year, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the Fiscal Year to which such Annual Bonus relates and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the Bonus Determination Date. The Annual Bonus shall be paid as soon as practicable after the Bonus Determination Date, but in no event later than December 31 of the Fiscal Year following the Fiscal Year for which the Annual Bonus relates. With respect to the Company’s 2013 Fiscal Year, Executive first and second fiscal quarters will be entitled to a subtracted from the Incentive Bonus under the Company’s 2013 Executive Bonus Plan (the “2013 Bonus”)provided for in this Agreement, which shall be paid as soon as practicable after the thirtieth is calculated on a full fiscal year basis. (30thiii) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year, but in no event later than December 31, 2014. Executive acknowledges that (x) the 2013 Bonus shall not be earned or accrued until the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order to receive the 2013 Bonus, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that If Executive’s employment with the Company is not terminated by the Company without Cause (as defined below) following a Change in Control (as defined below) and before the amount of Executive’s target incentive bonus for Cause either or both of the second and third year of the Term has been determined by the Compensation Committee, or if Executive’s employment is terminated by Executive for Good Reason (as defined below) within 12 months following a Change in Control and before the amount of Executive’s target incentive bonus for either or both of the second and third year of the Term has been determined by the Compensation Committee, or prior to a Change of Control at the 2013 Bonus Determination Date. (b) Should the Board determine that direction of a person who has entered into an Annual Bonus to Executive was based on an audit, review or compilation that is later found to be materially misstated or inaccurate in any material respect, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid as a result of such materially misstated or inaccurate audit, review or compilation (an “Excess Bonus Amount”). Executive shall remit the Excess Bonus Amount to the Company within 30 days after receiving written notice (an “Excess Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount due from Executive. Notwithstanding the foregoing, if an Excess Bonus Notice is first given at any time after the second anniversary of the date on which the corresponding Excess Bonus Amount was paid to Executive by agreement with the Company, and the determination consummation of such Excess Bonus Amount does not, in any respect, relate to, or arise from, any acts or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, which will constitute a Change of ExecutiveControl, then Executive’s target incentive bonus for the Company’s right second and third years of the Term shall be deemed to recover such Excess Bonus Amount thereafter shall only be accomplished through the exercise of its right of offset in Section 6.8 Four Hundred Fifty Thousand and 00/100 Dollars (and subject to the limitations therein$450,000.00).

Incentive Bonus. (a) The Company shall establish a performance-based bonus plan (During the “Plan”) pursuant to which Period of Employment commencing with the Company’s fiscal year 2013, the Executive shall be eligible to receive an annual incentive bonus (the “Annual Incentive Bonus”) ). The Executive will not be entitled to any Incentive Bonus with respect to each fiscal year of Company (“Fiscal Year”) ending during the Employment Term, subject to the achievement of financial performance objectives and “management by objective” goals as previously established by the Board in consultation with the Chief Executive Officer, which objectives shall be reasonably related to the Company’s business objectivesfiscal year 2012. The Executive’s target Incentive Bonus amount for the fiscal years during the Period of Employment commencing with the Company’s 2013 fiscal year shall be 100% of the Executive’s Base Salary, unless the Board or the Compensation Committee shall administer the Plan, and shall have the sole discretion to determine if the goals have been attained and what percentage of Base Salary, if any, will be paid as an Annual Bonus; provided any such determinations are made reasonably and in good faith. To the extent the goals are financial in nature, the Board shall base its determination on (the audit, review or compilation of “Compensation Committee”) sets a higher target Incentive Bonus for those years. The Executive’s Incentive Bonus for the Company’s financial results submitted by the Company’s independent accountants, which determination 2013 fiscal year shall be made within thirty payable in the form of an award of restricted stock units (30“RSUs”) days of receipt by the Company of such audit, review or compilation (the date to be granted on which the Committee makes such determination, the “Bonus Determination Date”). Executive acknowledges that (i) no Annual Bonus shall be earned or accrued until the corresponding Bonus Determination Date and (ii) in order to receive an Annual Bonus with respect to a Fiscal Year, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following Company’s 2013 fiscal year, with the Fiscal Year target number of RSUs subject to which such Annual Bonus relates and provided award (the “Target RSUs”) to be determined by dividing (i) $500,000 by (ii) the closing price of a share of the Company’s common stock on the grant date. Twenty-five percent (25%) of the Target RSUs shall vest on the date that is six (6) months after the commencement of the 2013 fiscal year, subject to the Executive’s continued employment with the Company through the vesting date. An additional twenty-five (25%) of such Target RSUs shall vest on the last day of the Company’s 2013 fiscal year) (the “Anniversary Date”), subject to the Executive’s continued employment with the Company through the Anniversary Date. The remaining fifty percent (50%) of the Target RSUs shall be eligible to vest on the date that the Compensation Committee determines the vesting of RSU awards granted to the Company’s senior executives generally under the Company’s Fiscal Year 2013 Executive Incentive Compensation Program (the “Determination Date”) in accordance with the Company’s Fiscal Year 2013 Executive Incentive Compensation Program (subject to the Executive’s continued employment with the Company through the Determination Date) such that if the Compensation Committee determines that awards granted under the program shall vest based on Company performance as to a percentage of the target number of units subject to such awards that is not terminated greater than fifty percent (50%) (the “Incentive Plan Vesting Percentage”), the Executive shall vest in additional amount of Target RSUs on the Determination Date so that the total number of the Executive’s vested RSUs under the award (including the first and second installments comprising 50% of the Target RSUs previously paid to the Executive that vests as described above) shall equal the Target RSUs multiplied by the Company for Cause prior Incentive Plan Vesting Percentage. In payment of each RSU that vests pursuant to the Bonus foregoing provisions, the Executive shall be entitled to receive one share of the Company’s common stock (such payment to be made promptly and in all events within sixty (60) days after the applicable vesting date). If the Incentive Plan Vesting Percentage is 50% or less, the Executive will not be entitled to vest in any further Target RSUs under the Company’s Fiscal Year 2013 Executive Incentive Compensation Program. Any Target RSUs that are outstanding on the Determination Date and not vested after giving effect to the foregoing provisions shall terminate on the Determination Date. The Annual For each fiscal year during the Period of Employment after the 2013 fiscal year, the Executive’s Incentive Bonus shall be paid in an amount determined by the Compensation Committee in its sole discretion. The Executive may participate in recommending his individual performance goals and any corporate goals upon which his Incentive Bonus is based for each fiscal year, provided that the Compensation Committee shall ultimately set such goals. Except as otherwise provided in any annual incentive program adopted by the Compensation Committee in which the Executive participates, any Incentive Bonus shall be paid, subject to applicable withholdings and authorized deductions, as soon as practicable after the Bonus Determination Date, but end of such fiscal year (and in no event later than December 31 of all events within the Fiscal Year following the Fiscal Year for which the Annual Bonus relates. With respect to the Company’s 2013 Fiscal Year, Executive will be entitled to a Bonus under the Company’s 2013 Executive Bonus Plan (the “2013 Bonus”), which shall be paid as soon as practicable after the thirtieth (30th) day following receipt by the Board of the Company’s audit applicable period prescribed for the 2013 Fiscal Year, but payment of “short-term deferrals” as provided in no event later than December 31, 2014Treasury Regulation Section 1.409A-1(b)(4)). Executive acknowledges that (x) the 2013 Bonus shall not be earned or accrued until the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order to receive the 2013 Bonus, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that Executive’s employment with If the Company is not terminated by the Company for Cause prior required to the 2013 Bonus Determination Date. (b) Should the Board determine that prepare an Annual Bonus accounting restatement due to Executive was based on an auditits material noncompliance, review or compilation that is later found to be materially misstated or inaccurate in any material respect, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid as a result of such materially misstated misconduct (whether or inaccurate auditnot by the Executive), review or compilation (an “Excess Bonus Amount”). with any financial reporting requirement under the U.S. securities laws, the Executive shall remit reimburse the Excess Bonus Amount Company for any bonus or other incentive-based or equity-based compensation received by the Executive from the Company during the 12-month period following the first public issuance or filing with the U.S. Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement and any profits realized from the sale of securities of the Company during that 12-month period by the Executive. The provision in the immediately preceding sentence is intended to follow Section 304 of the Xxxxxxxx-Xxxxx Act of 2002, and to the Company within 30 days after receiving extent such Section 304 is hereafter amended or modified (whether by legislative, judicial or administrative action) to provide for reduced obligations of the Executive thereunder, the immediately preceding sentence shall be automatically similarly amended or modified, without the need of a written notice (an “Excess Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount due from Executiveamendment hereof. Notwithstanding In addition to the foregoing, if an Excess Bonus Notice is first given at any time after the second anniversary of the date on which the corresponding Excess Bonus Amount was incentive compensation paid to the Executive by the Company, and the determination of such Excess Bonus Amount does not, in any respect, relate to, or arise from, any acts or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, of Executive, then the Company’s right to recover such Excess Bonus Amount thereafter shall only be accomplished through the exercise of its right of offset in Section 6.8 (and subject to the limitations therein)terms of any recoupment, clawback or similar policy adopted by the Company as it may be in effect from time to time, as well as any similar provisions of applicable law.

Incentive Bonus. (a) The Company shall establish a performance-based bonus plan (During the “Plan”) pursuant to which Period of Employment, the Executive shall be eligible to receive an annual incentive bonus (the “Annual Incentive Bonus”) with respect in an amount to each fiscal year of Company (“Fiscal Year”) ending during be determined by the Employment TermBoard in its sole discretion, subject to based on the achievement of financial performance objectives and “management by objective” goals as previously established by the Board for that particular period. The Executive’s target potential Incentive Bonus amount for the 2010 calendar year shall be set at 50% of the Executive’s Base Salary. For calendar year 2010 the Executive’s Incentive Bonus shall be pro rated based on hire date and any approved leave of absence and shall be based on and subject to the requirements set forth in consultation with the Chief 2010 NTN Buzztime Executive OfficerIncentive Plan. For purposes of clarity, the Executive’s target potential Incentive Bonus for 2010 prior to any pro rating shall be One Hundred Eighty Seven Thousand Five Hundred Dollars ($187,500), which objectives shall is equal to fifty percent (50%) of his initial Base Salary. A portion of the Incentive Bonus for 2010 will be reasonably related to guaranteed in the Company’s business objectivesamount of $50,000. The Board will in its sole discretion reserve the possibility to award an Incentive Bonus of up to 100% of the Executive’s Base Salary for demonstrated extraordinary performance. The Executive will participate in establishing the Incentive Bonus targets for 2011 and present to the Board (1) such recommendations with respect to such targeted levels that Executive determines in good faith are advisable, or (2) such other modifications to the Committee shall administer bonus program for 2010 (including, without limitation, any other performance factors on which the PlanIncentive Bonus determination may be based) as the Executive determines in good faith are advisable. The Board will consider in its sole discretion adjusting such targeted levels and making such adjustment to the Incentive Bonus program in good faith based on the Executive’s recommendations, and but shall have the sole discretion no obligation to determine if the goals have been attained and what percentage of Base Salarymake any such adjustment. The Incentive Bonus, if any, will be paid as an Annual Bonus; provided any such determinations are made reasonably and in good faith. To to the extent the goals are financial in nature, the Board shall base its determination on the audit, review or compilation of the Company’s financial results submitted by the Company’s independent accountants, which determination shall be made Executive within thirty (30) days after receipt of receipt by the Company of such audit, review or compilation (independent auditor’s report on the date on which Company’s annual financial statements for the Committee makes such determination, year in question; provided that the “Incentive Bonus Determination Date”). will not be deemed earned and will not be paid to the Executive acknowledges that (i) no Annual Bonus shall be earned or accrued until unless the corresponding Bonus Determination Date and (ii) in order to receive an Annual Bonus with respect to a Fiscal Year, Executive must remain continuously is employed by the Company through and including the first day on such payment date. Payment of the Fiscal Year following the Fiscal Year Incentive Bonus, if any, will be subject to which such Annual Bonus relates and provided that Executive’s employment withholdings in accordance with the Company is not terminated by the Company for Cause prior to the Bonus Determination Date. The Annual Bonus shall be paid as soon as practicable after the Bonus Determination Date, but in no event later than December 31 of the Fiscal Year following the Fiscal Year for which the Annual Bonus relates. With respect to the Company’s 2013 Fiscal Year, Executive will be entitled to a Bonus under the Company’s 2013 Executive Bonus Plan (the “2013 Bonus”), which shall be paid as soon as practicable after the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year, but in no event later than December 31, 2014. Executive acknowledges that (x) the 2013 Bonus shall not be earned or accrued until the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order to receive the 2013 Bonus, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the 2013 Bonus Determination Datestandard payroll procedures. (b) Should the Board determine that an Annual Bonus to Executive was based on an audit, review or compilation that is later found to be materially misstated or inaccurate in any material respect, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid as a result of such materially misstated or inaccurate audit, review or compilation (an “Excess Bonus Amount”). Executive shall remit the Excess Bonus Amount to the Company within 30 days after receiving written notice (an “Excess Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount due from Executive. Notwithstanding the foregoing, if an Excess Bonus Notice is first given at any time after the second anniversary of the date on which the corresponding Excess Bonus Amount was paid to Executive by the Company, and the determination of such Excess Bonus Amount does not, in any respect, relate to, or arise from, any acts or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, of Executive, then the Company’s right to recover such Excess Bonus Amount thereafter shall only be accomplished through the exercise of its right of offset in Section 6.8 (and subject to the limitations therein).

Incentive Bonus. (a) The Company shall establish a performance-based bonus plan (the “Plan”) pursuant to which Executive shall be eligible to receive an annual incentive bonus (the “Annual Bonus”) with respect to each fiscal year of Company (“Fiscal Year”) ending during the Employment Term, subject to the achievement of financial performance objectives and “management by objective” goals as previously established by the Board in consultation with the Chief Executive OfficerExecutive, which objectives shall be reasonably related to the Company’s business objectives. The Board or the Committee shall administer the Plan, and shall have the sole discretion to determine if the goals have been attained and what percentage of Base Salary, if any, will be paid as an Annual Bonus; provided any such determinations are made reasonably and in good faith. To the extent the goals are financial in nature, the Board shall base its determination on the audit, review or compilation of the Company’s financial results submitted by the Company’s independent accountants, which determination shall be made within thirty (30) days of receipt by the Company of such audit, review or compilation (the date on which the Committee makes such determination, the “Bonus Determination Date”). Executive acknowledges that (i) no Annual Bonus shall be earned or accrued until the corresponding Bonus Determination Date and (ii) in order to receive an Annual Bonus with respect to a Fiscal Year, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the Fiscal Year to which such Annual Bonus relates and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the Bonus Determination Date. The Annual Bonus shall be paid as soon as practicable after the Bonus Determination Date, but in no event later than December 31 of the Fiscal Year following the Fiscal Year for which the Annual Bonus relates. With respect to the Company’s 2013 Fiscal Year, Executive will be entitled to a Bonus under the Company’s 2013 Executive Bonus Plan (the “2013 Bonus”), which shall be paid as soon as practicable after the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year, but in no event later than December 31, 2014. Executive acknowledges that (x) the 2013 Bonus shall not be earned or accrued until the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order to receive the 2013 Bonus, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the 2013 Bonus Determination Date. (b) Should the Board determine that an Annual Bonus to Executive was based on an audit, review or compilation that is later found to be materially misstated or inaccurate in any material respect, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid as a result of such materially misstated or inaccurate audit, review or compilation (an “Excess Bonus Amount”). Executive shall remit the Excess Bonus Amount to the Company within 30 days after receiving written notice (an “Excess Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount due from Executive. Notwithstanding the foregoing, if an Excess Bonus Notice is first given at any time after the second anniversary of the date on which the corresponding Excess Bonus Amount was paid to Executive by the Company, and the determination of such Excess Bonus Amount does not, in any respect, relate to, or arise from, any acts or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, of Executive, then the Company’s right to recover such Excess Bonus Amount thereafter shall only be accomplished through the exercise of its right of offset in Section 6.8 (and subject to the limitations therein).

Incentive Bonus. The Executive shall be entitled to and may earn such bonuses (a“Bonuses”) The Company shall establish as may be awarded from time to time by the Board of Directors of the Company, sitting as a performance-based whole or in committee, in its sole discretion, including pursuant to any bonus plan (the “Bonus Plan”) pursuant implemented by the Company, and to participate in any stock option plans (“Stock Option Plans”) or other Bonus Plans which the Company may now have or in the future develop and for which the Executive qualifies for eligibility under the terms of such plan. Without limiting the generality of the foregoing, Executive shall submit a proposed Bonus Plan for the first year of the Term to the Board within ten (10) days after the date of this Agreement, which proposed Bonus Plan shall include (i) performance goals and associated bonus amounts related to revenue targets, expense targets, achieving positive cash flow for the Term and headcount and the related bonus amounts for the achievement of such targets which total bonus amounts, assuming all such targets are achieved, shall be eligible an amount equal to receive an annual incentive 100% of the Base Salary, (ii) a plan together with success metrics and associated bonus (the “Annual Bonus”) amounts with respect to each fiscal the refinance or conversion of the outstanding debt held by the MedUnite note holders and Laurus, and (iii) a bonus amount related to the successful negotiation of a sale of the Company that is approved by the Board; provided, however, that the Board may modify, amend or otherwise change such proposed Bonus Plan in its sole discretion; provided, further, however, that the Board will adopt a final Bonus Plan for the first year of Company the Term (“Fiscal Year”) ending during the Employment Termas modified, subject to the achievement of financial performance objectives and “management by objective” goals as previously established amended or changed by the Board in consultation with the Chief Executive Officer, which objectives shall be reasonably related to the Company’s business objectives. The Board or the Committee shall administer the Plan, and shall have the its sole discretion to determine if the goals have been attained and what percentage of Base Salary, if any, discretion) that will be paid attached to this Agreement as an Annual Bonus; provided any such determinations are made reasonably and in good faith. To the extent the goals are financial in nature, the Board shall base its determination on the audit, review or compilation of the Company’s financial results submitted by the Company’s independent accountants, which determination shall be made Exhibit B within thirty (30) days after receipt of receipt the proposed Bonus Plan from Executive, provided that such final Bonus Plan shall include performance goals as contemplated by the Company of such audit, review or compilation (the date on which the Committee makes such determination, the “Bonus Determination Date”). Executive acknowledges that subsection (i) no Annual Bonus shall be earned or accrued until above with total bonus amounts, assuming the corresponding Bonus Determination Date and (ii) in order achievement of all targets, equal to receive an Annual Bonus with respect to a Fiscal Year, Executive must remain continuously employed by the Company through and including the first day 100% of the Fiscal Year following the Fiscal Year to which such Annual Bonus relates and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior Base Salary. In addition, to the Bonus Determination Date. The Annual Bonus shall be paid as soon as practicable extent this Agreement is renewed for additional one year terms after the Bonus Determination Dateinitial term, but in no event later than December 31 of the Fiscal Year following the Fiscal Year for which the Annual Bonus relates. With respect to the Company’s 2013 Fiscal Year, then Executive will shall be entitled to and may earn a Bonus under performance bonus in an amount equal to 100% of the Company’s 2013 Executive Bonus Plan (then in effect Base Salary should all the “2013 Bonus”), which shall be paid as soon as practicable after the thirtieth (30th) day following receipt performance criteria established by the Board be achieved in such year. Determination of whether Executive has achieved any of the Company’s audit for bonus criteria or targets, in whole or in part, or earned any Bonus, or percentage thereof, set forth in any Bonus Plan, whether attached to this Agreement as Exhibit B or otherwise, shall be in the 2013 Fiscal Year, but in no event later than December 31, 2014. Executive acknowledges that (x) the 2013 Bonus shall not be earned or accrued until the thirtieth (30th) day following receipt by the Board sole and absolute discretion of the Company’s audit for Board, which determination shall be final and binding on the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order to receive the 2013 Bonus, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the 2013 Bonus Determination Dateparties. (b) Should the Board determine that an Annual Bonus to Executive was based on an audit, review or compilation that is later found to be materially misstated or inaccurate in any material respect, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid as a result of such materially misstated or inaccurate audit, review or compilation (an “Excess Bonus Amount”). Executive shall remit the Excess Bonus Amount to the Company within 30 days after receiving written notice (an “Excess Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount due from Executive. Notwithstanding the foregoing, if an Excess Bonus Notice is first given at any time after the second anniversary of the date on which the corresponding Excess Bonus Amount was paid to Executive by the Company, and the determination of such Excess Bonus Amount does not, in any respect, relate to, or arise from, any acts or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, of Executive, then the Company’s right to recover such Excess Bonus Amount thereafter shall only be accomplished through the exercise of its right of offset in Section 6.8 (and subject to the limitations therein).

Incentive Bonus. (a) The Company Buyer shall, or shall establish cause a performance-based bonus plan (the “Plan”) pursuant to which Executive shall be eligible to receive an annual incentive Buyer Subsidiary to, pay each Transferred Employee a bonus (the “Annual Incentive Bonus”) in an amount that is equal to the amount such Transferred Employee would have received under Seller’s FWA Success Program bonus scheme for calendar year 2003 had he or she remained as an employee of Seller or a Seller Subsidiary at the date that the Success Bonus would otherwise have been due and payable to such Transferred Employee; provided, however, that the aggregate liability of the Buyer Group in respect of the Incentive Bonuses shall not exceed $250,000; provided, further, that Buyer shall have no obligation to pay an Incentive Bonus to the Transferred Employees if Seller has already paid an equivalent incentive bonus and if Seller or any Seller Subsidiary has paid such Incentive Bonus or equivalent payment to any Loaned Employee or Leave Employee, Buyer shall reimburse Seller for such Incentive Bonus payment or equivalent payment up to the aggregate amount of $250,000 referred to above. The amount of the Incentive Bonus, or the rules for determining the amount of the Incentive Bonus, shall be determined by Seller in its sole discretion Buyer agrees to make payment of the Incentive Bonuses to each Transferred Employee within ten (10) Business Days following written notice from Seller as to the amount of the Incentive Bonus with respect to each fiscal year Transferred Employee or the rules to be applied to determine such amount; provided, however, that in the event that Seller elects to deliver the rules for determining the amount of Company (“Fiscal Year”) ending during the Employment TermIncentive Bonuses in lieu of providing the amounts to Buyer, subject such rules shall be sufficiently detailed as to permit Buyer to calculate the amount of the Incentive Bonuses with information that is readily available in its books and records relating to the achievement Transferred Employees. For the avoidance of financial performance objectives and “management by objective” goals as previously established by doubt, the Board in consultation with obligation to make payment of the Chief Executive Officer, which objectives Incentive Bonuses shall be reasonably related to the Company’s business objectives. The Board or the Committee shall administer the Plan, and shall have the sole discretion to determine if the goals have been attained and what percentage of Base Salary, if any, will be paid as an Annual Bonus; provided any such determinations are made reasonably and in good faith. To the extent the goals are financial in nature, the Board shall base its determination on the audit, review or compilation of the Company’s financial results submitted by the Company’s independent accountants, which determination shall be made within thirty (30) days of receipt by the Company of such audit, review or compilation (the date on which the Committee makes such determination, the “Bonus Determination Date”). Executive acknowledges that (i) no Annual Bonus shall be earned or accrued until the corresponding Bonus Determination Date and (ii) in order to receive an Annual Bonus with respect to a Fiscal Year, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the Fiscal Year to which such Annual Bonus relates and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the Bonus Determination Date. The Annual Bonus shall be paid as soon as practicable after the Bonus Determination Date, but in no event later than December 31 of the Fiscal Year following the Fiscal Year for which the Annual Bonus relates. With respect to the Company’s 2013 Fiscal Year, Executive will be entitled to a Bonus under the Company’s 2013 Executive Bonus Plan (the “2013 Bonus”), which shall be paid as soon as practicable after the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year, but in no event later than December 31, 2014. Executive acknowledges that (x) the 2013 Bonus shall not be earned or accrued until the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order to receive the 2013 Bonus, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the 2013 Bonus Determination DateAssumed Liability. (b) Should the Board determine that an Annual Bonus to Executive was based on an audit, review or compilation that is later found to be materially misstated or inaccurate in any material respect, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid as a result of such materially misstated or inaccurate audit, review or compilation (an “Excess Bonus Amount”). Executive shall remit the Excess Bonus Amount to the Company within 30 days after receiving written notice (an “Excess Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount due from Executive. Notwithstanding the foregoing, if an Excess Bonus Notice is first given at any time after the second anniversary of the date on which the corresponding Excess Bonus Amount was paid to Executive by the Company, and the determination of such Excess Bonus Amount does not, in any respect, relate to, or arise from, any acts or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, of Executive, then the Company’s right to recover such Excess Bonus Amount thereafter shall only be accomplished through the exercise of its right of offset in Section 6.8 (and subject to the limitations therein).

Incentive Bonus. (a) The Company shall establish a performance-based bonus plan (During the “Plan”) pursuant to which Employment Term, Executive shall be eligible to receive an annual incentive bonus (the “Annual Bonus”) with respect to each fiscal year targeted at sixty percent (60%) of Company (“Fiscal Year”) ending during the Employment TermExecutive’s Base Salary, subject to the achievement of financial performance objectives and “management by objective” goals as previously established by the Board in consultation with the Chief Executive Officer, which objectives shall be reasonably related to the Company’s business objectivesBoard. The Board or the Committee shall administer the Plan, and shall have the sole discretion to determine if the goals have been attained and what percentage of Base Salary, if any, will be paid as an Annual Bonus; provided any such determinations are made reasonably and in good faithbonus. To the extent the goals are financial in nature, the Board shall base its determination on the audit, review or compilation of the Company’s financial results submitted by the Company’s independent accountants, which determination shall be made within thirty (30) days of receipt by the Company of such audit, review or compilation (the date on which the Committee Board makes such determination, the “Bonus Determination Date”). ) and Executive acknowledges that (i) no Annual Bonus bonus shall be earned or accrued until the corresponding Bonus Determination Payment Date (as defined below) and (ii) in order to receive an Annual Bonus with respect to a Fiscal Year, provided that Executive must remain remains continuously employed by the Company through and including the first day of the Fiscal Year following the Fiscal Year to which such Annual Bonus relates and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the Bonus Determination Payment Date. The Annual Bonus shall be paid as soon as practicable after the Bonus Determination Date, but in no event later than December 31 of the Fiscal Year fiscal year following the Fiscal Year fiscal year for which the Annual Bonus relates. With respect to the Company’s 2013 Fiscal Yearrelates (such date of payment, Executive will be entitled to a Bonus under the Company’s 2013 Executive Bonus Plan (the “2013 BonusBonus Payment Date”), which shall be paid as soon as practicable after the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year, but in no event later than December 31, 2014. Executive acknowledges that (x) the 2013 Bonus shall not be earned or accrued until the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order to receive the 2013 Bonus, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the 2013 Bonus Determination Date. (b) Should the Board determine that an Annual Bonus to Executive was based on an audit, review or compilation that is later found to be materially misstated incorrect or inaccurate in any material respectinvalid, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid as a result of such materially misstated incorrect or inaccurate invalid audit, review or compilation (an “Excess Bonus Amount”)to the extent it exceeds $25,000. Executive shall remit the Excess Bonus Amount gross excess amount to the Company within 30 thirty (30) days after receiving written notice (an “Excess Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount gross excess amount due from Executive. Notwithstanding the foregoingThe Company shall use its reasonable best efforts to assist Executive in obtaining refunds for any taxes paid on such excess amount, if an Excess Bonus Notice is first given at including promptly preparing any time after the second anniversary of the date on which the corresponding Excess Bonus Amount was paid to Executive by the Company, and the determination of such Excess Bonus Amount does not, in any respect, relate to, or arise from, any acts or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, of Executive, then the Company’s right to recover such Excess Bonus Amount thereafter shall only be accomplished through the exercise of its right of offset in Section 6.8 (and subject to the limitations therein)necessary revised tax disclosure forms.

Incentive Bonus. (a) The Company shall establish a performance-based bonus plan As additional compensation (the “Plan”"Incentive Bonus") for the services to be rendered by the Executive pursuant to which this Agreement, the Executive shall be eligible to may also receive an annual incentive bonus from the Company in an amount not to exceed fifty percent (50%) of the “Annual Bonus”) with respect to each fiscal year Salary, based upon such criteria and levels of performance as the Company (“Fiscal Year”) ending during and the Employment Term, subject to the achievement of financial performance objectives and “management by objective” goals as previously established by the Board Executive shall mutually agree in consultation with the Chief Executive Officer, which objectives shall be reasonably related to the Company’s business objectiveswriting. The Board or Executive and the Committee Company shall administer use their best efforts to agree upon such criteria and levels of performance for the Plan, and shall have Incentive Bonus for the sole discretion to determine if the goals have been attained and what percentage of Base Salary, if any, will be paid as an Annual Bonus; provided any such determinations are made reasonably and in good faith. To the extent the goals are financial in nature, the Board shall base its determination on the audit, review or compilation of the Company’s financial results submitted by the Company’s independent accountants, which determination shall be made 2002 calendar year within thirty (30) days after the date this Agreement is fully executed and before January 31st of receipt each successive calendar year during the Employment Period. Such criteria and levels of performance for the Incentive Bonus for each calendar year shall be divided between objectives to be achieved from January through June (the "First Half") and from July through December (the "Second Half") of each such calendar year during the Employment Period. Any Incentive Bonus payable from the Company to the Executive pursuant to this Section 2.2 shall be paid by the Company of such audit, review or compilation (to the date on Executive semi-annually based upon the level to which the Committee makes such determinationCompany's objectives for each of the First Half and Second Half are achieved, with the “Incentive Bonus Determination Date”)for the First Half payable on or before July 31st of the year in which the Incentive Bonus was earned and with the Incentive Bonus for the Second Half payable on or before January 31st of the year following the year in which the Incentive Bonus was earned. Executive acknowledges that (i) no Annual The Chairman of the Board of Directors may, in his sole and absolute discretion, award partial payments of the Incentive Bonus if a portion, but not all, of a level of performance criteria is achieved. Any disputes regarding the award of an Incentive Bonus shall be earned or accrued until the corresponding Bonus Determination Date resolved and (ii) in order to receive an Annual Bonus with respect to a Fiscal Year, Executive must remain continuously employed conclusively determined by the Company through and including the first day Compensation Committee of the Fiscal Year following the Fiscal Year to which such Annual Bonus relates and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the Bonus Determination Date. The Annual Bonus shall be paid as soon as practicable after the Bonus Determination Date, but in no event later than December 31 of the Fiscal Year following the Fiscal Year for which the Annual Bonus relates. With respect to the Company’s 2013 Fiscal Year, Executive will be entitled to a Bonus under the Company’s 2013 Executive Bonus Plan (the “2013 Bonus”), which shall be paid as soon as practicable after the thirtieth (30th) day following receipt by the Board of Directors and neither the Company’s audit for Executive nor the 2013 Fiscal Year, but in no event later than December 31, 2014. Executive acknowledges that (x) the 2013 Bonus Company shall not be earned or accrued until the thirtieth (30th) day following receipt by contest such decision of the Board of the Company’s audit for the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order to receive the 2013 Bonus, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the 2013 Bonus Determination DateDirectors. (b) Should the Board determine that an Annual Bonus to Executive was based on an audit, review or compilation that is later found to be materially misstated or inaccurate in any material respect, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid as a result of such materially misstated or inaccurate audit, review or compilation (an “Excess Bonus Amount”). Executive shall remit the Excess Bonus Amount to the Company within 30 days after receiving written notice (an “Excess Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount due from Executive. Notwithstanding the foregoing, if an Excess Bonus Notice is first given at any time after the second anniversary of the date on which the corresponding Excess Bonus Amount was paid to Executive by the Company, and the determination of such Excess Bonus Amount does not, in any respect, relate to, or arise from, any acts or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, of Executive, then the Company’s right to recover such Excess Bonus Amount thereafter shall only be accomplished through the exercise of its right of offset in Section 6.8 (and subject to the limitations therein).

Incentive Bonus. (a) The Company shall establish a performance-based bonus plan (the “Plan”) pursuant In addition to which his Salary, Executive shall be eligible to receive be considered for an annual discretionary incentive bonus in an amount up to 30% of Executive’s year to date base salary for the relevant year (the “Annual Incentive Bonus”) with respect to each fiscal year of Company (“Fiscal Year”) ending during the Employment Term, subject to the achievement of financial performance objectives and “management by objective” goals as previously established by the Board in consultation with the Chief Executive Officer, which objectives shall be reasonably related to the Company’s business objectives. The Board or the Committee shall administer the Plan, and shall have the sole discretion to determine if the goals have been attained and what percentage of Base Salary, if any, will be paid as an Annual Bonus; provided any such determinations are made reasonably and in good faith. To the extent the goals are financial in nature, the Board shall base its determination on the audit, review or compilation of the Company’s financial results submitted by the Company’s independent accountants, which determination shall be made within thirty (30) days of receipt by the Company of such audit, review or compilation (the date on which the Committee makes such determination, the “Bonus Determination Date”). Executive acknowledges that (i) no Annual Bonus shall be earned or accrued until the corresponding Bonus Determination Date and (ii) in order to receive an Annual Bonus with respect to a Fiscal Year, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the Fiscal Year to which such Annual Bonus relates and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the Bonus Determination Date. The Annual Bonus shall be paid as soon as practicable after the Bonus Determination Date, but in no event later than December 31 of the Fiscal Year following the Fiscal Year for which the Annual Bonus relates. With respect to the Company’s 2013 Fiscal Year, Executive will be entitled to a Bonus under the Company’s 2013 Executive Bonus Plan (the “2013 Bonus”), which shall be paid as soon as practicable after the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year, but in no event later than December 31, 2014. Executive acknowledges that (x) the 2013 Bonus shall not be earned or accrued until the thirtieth (30th) day following receipt by the Board of the Company’s audit for the 2013 Fiscal Year (the “2013 Bonus Determination Date”) and (y) in order to receive the 2013 Bonus, Executive must remain continuously employed by the Company through and including the first day of the Fiscal Year following the 2013 Fiscal Year and provided that Executive’s employment with the Company is not terminated by the Company for Cause prior to the 2013 Bonus Determination Date. (b) Should the Board determine that an Annual Bonus to Executive was based on an audit, review or compilation that is later found to be materially misstated or inaccurate in any material respect, the Board shall have the right to require Executive to remit to the Company any excess bonus amount paid as a result of such materially misstated or inaccurate audit, review or compilation (an “Excess Bonus Amount”). Executive shall remit maintain the Excess same eligibility to receive an Incentive Bonus, for a period of two (2) years after Closing, as the Executive did prior to Closing. In addition, following such two (2) year period, the Company will evaluate adjusting the Incentive Bonus Amount but shall not materially reduce the bonus opportunity for the Executive. The applicable criteria for receiving an Incentive Bonus payment shall be established by the Board and communicated to Executive annually at its sole discretion. Any earned Incentive Bonus will be paid at such time that bonuses are generally paid and as determined by the Board. Any Incentive Bonus payment will be inclusive of superannuation contributions required to be paid with respect to that Incentive Bonus for the Company to avoid a charge under applicable superannuation laws. Subject to the Executive’s rights to maintain eligibility to an Incentive Bonus as set out above, the Company within 30 days after receiving written notice (an “Excess Bonus Notice”) from the Board describing the reason for overpayment and the Excess Bonus Amount due from Executive. Notwithstanding the foregoingmay amend, if an Excess Bonus Notice is first given replace or terminate this discretionary incentive bonus plan at any time after the second anniversary in its sole discretion. Without prejudice to such sole discretion of the date on which Company and to the corresponding Excess Bonus Amount was paid specific rules of such discretionary incentive bonus plan as may from time to Executive time be operated by the Company, and the determination following general principles shall apply to the payment of such Excess any Incentive Bonus Amount does notby the Company to the Executive: (a) the level of Incentive Bonus paid (if any) by the Company to the Executive in any given year shall be neither indicative nor determinative of the Executive’s right to a bonus, or the level of any bonus payable, in any respectsubsequent year; (b) no payment or part payment of any Incentive Bonus, relate towhether calculated on a pro rata basis or on any other basis, shall be paid to the Executive if, as at the relevant payment date, the Executive has ceased to be an employee of the Company or is serving notice of termination of employment regardless of the reasons for such termination and the Executive will not be entitled to receive any compensation in lieu thereof; and (c) Incentive Bonuses shall not form part of the Executive’s normal compensation package and, therefore, will not be taken into account with respect to calculating any payment in lieu of notice, termination payment, or arise fromredundancy or severance pay, if any. Incentive Bonuses shall also not form part of the Executive’s compensation for the purposes of any acts Company or omissions in financial reporting or accounting practices that occurred at the direction, or with the knowledge, of Executive, then the Company’s right to recover such Excess Bonus Amount thereafter shall only be accomplished through the exercise of its right of offset in Section 6.8 (and subject to the limitations therein)Group benefit plan.