Common use of Target Annual Bonus Clause in Contracts

Target Annual Bonus. During the Employment Term, the Executive shall be eligible to receive an annual non-deferred, cash incentive payment under the Company’s annual bonus plan as may be in effect from time to time (the “Annual Bonus”) based on a target bonus opportunity of 75% of the Executive’s Base Salary (the “Target Bonus”), with a maximum bonus opportunity of 150% of the Executive’s Base Salary, in each case upon the attainment of one or more pre-established EBITDA-based performance goals for the Kellwood Business (as defined below) reasonably established in good faith by the Board or any committee thereof at the start of each fiscal year. The attainment of such goals will be based upon the Company’s audited financial results for such year prepared consistent with past practice and subject to adjustment for non-recurring and/or one-time items, such as earn-out payments, severance, business discontinuation costs, and the like (collectively, the “Adjustments”). Any earned Annual Bonus shall be paid within thirty (30) days following the completion of the audited financial statements for the applicable year, and in no event later than March 15 of the calendar year following the calendar year in which or with which the applicable performance period ended, provided, subject to Section 8 hereof, that the Executive remains continuously employed through the date that such bonus is paid. The Executive’s Target Bonus and maximum bonus opportunity shall be subject to annual review by the Board (or a committee thereof) and may be upwardly adjusted from time to time by the Board. Notwithstanding the foregoing, unless the Executive resigns without Good Reason or is terminated by the Company for Cause before the end of the Company’s fiscal year ending January 31, 2013, the annual bonus for such fiscal year shall be prorated for the partial performance period beginning on the Effective Date, but in no event shall be less than $500,000 (the “Guaranteed Bonus”).

Target Annual Bonus. During Consistent with the Employment Termbonus program for Executive Management of the Company (and pursuant to the bonus pay-out provisions of the employment agreements of Messrs. Fratello, Crippen, Simmxxx xxx Wagmxx), xhe Executive will be eligible to potentially earn an annual bonus of $125,000 (the "Target Annual Bonus") per the provisions of this Section 4(b) for each of the Company's three (3) fiscal years during the term of this Agreement. The Target Annual Bonus will be paid in one lump sum for each of such fiscal years, subject to the Company and/or Executive, as applicable, achieving certain criteria as hereinafter set forth. References below to target revenues and target operating income relate to Company's "Management Plan Projections" approved by the Board of Directors no less frequently than annually in advance of the period or which the targets are being determined. Actual revenues and actual operating income shall be computed on a basis consistent with a method by which target revenues and target operating income for the related year were computed. Eligibility for payments of the Target Annual Bonus to Executive shall be for each calendar year during the term of the Agreement beginning with the calendar year commencing January 1, 1998 and shall be computed as follows: (i) $43,750 will be earned upon Company achieving target revenues for each calendar year; (ii) $43,750 will be earned upon Company achieving target operating income for each calendar year; and (iii) $37,500 will be earned upon approval of the Board of Directors after its review of the Executive Management and/or Executive's presentation of strategic business accomplishments of the Company for each calendar year. If a target referenced in subclause (i) or (ii) above is not met in a particular calendar year, Executive shall not receive for such calendar year the part of the Target Annual Bonus tied to such target. However, notwithstanding anything to the contrary in this subsection 4(b), if in any calendar year the Company exceeds the target revenues or target operating income for such year, Executive shall be paid an additional bonus computed as follows: for each 1% that actual revenues for the calendar year exceed the target revenues for such calendar year, and for each 1% that the actual operating income for such calendar year exceeds the targeted operating income for such year, Executive shall be paid an additional $630.00. For example, if Company's target revenues for a calendar year were $40,000,000 and actual revenues for such year computed as provided herein were $50,000,000, then, as actual revenues would have exceeded projected revenues by 25%, Executive would be entitled to an additional Target Annual Bonus related to target revenues in the amount of $15,750.00 (i.e., 25 x $630.00). The presentation by the Executive Management and/or Executive of Company's strategic business accomplishments for a calendar year shall be promptly evaluated by the Board and the potential related bonus shall be determined by the Board in its reasonable discretion. Executive shall be eligible to receive an annual non-deferred, cash incentive payment under the Company’s annual earn all or a portion of such potential bonus plan as may be in effect from time to time (the “Annual Bonus”) based on a target bonus opportunity of 75% of the Executive’s Base Salary (the “Target Bonus”), with a maximum bonus opportunity of 150% of the Executive’s Base Salary, in each case upon the attainment of one or more pre-established EBITDA-based performance goals for the Kellwood Business (as defined below) reasonably established in good faith so determined by the Board or any committee thereof at the start of each fiscal yearDirectors. The attainment of such goals will be based upon the Company’s audited financial results for such year prepared consistent with past practice and subject All amounts payable pursuant to adjustment for non-recurring and/or one-time items, such as earn-out payments, severance, business discontinuation costs, and the like (collectively, the “Adjustments”). Any earned Annual Bonus this subsection 4(b) shall be paid within thirty (30) days following to Executive promptly after the completion of the audited financial statements for the applicable year, and in no event later than March 15 of the calendar year following the calendar year in which or with which the applicable performance period ended, provided, subject to Section 8 hereof, that the Executive remains continuously employed through the date that such bonus amount is paid. The Executive’s Target Bonus and maximum bonus opportunity shall be subject to annual review by the Board (or a committee thereof) and may be upwardly adjusted from time to time by the Board. Notwithstanding the foregoing, unless the Executive resigns without Good Reason or is terminated by the Company for Cause before the end of the Company’s fiscal year ending January 31, 2013, the annual bonus for such fiscal year shall be prorated for the partial performance period beginning on the Effective Date, but in no event shall be less than $500,000 (the “Guaranteed Bonus”)determined.

Target Annual Bonus. During Employee will be eligible to potentially earn an annual bonus of at least $120,000.00 (the Employment Term"Target Annual Bonus"). The Target Annual Bonus will be paid in one (1) lump sum, subject to Company and/or Employee, as applicable, achieving certain criteria as hereinafter set forth. References below to target revenues and target operating income relate to Company's projections approved by the Executive Board no less frequently than annually in advance of the period for which the targets are being determined. The amount of the potential Target Annual Bonus will be subject to review on an annual basis, commencing January 1, 1998. Actual revenues and actual operating income shall be computed on a basis consistent with a method by which target revenues and target operating (i) $42,000 will be earned upon Company achieving target revenues for each calendar year; (ii) $42,000 will be earned upon Company achieving target operating income for each calendar year; and (iii) up to $36,000 will be earned upon approval of the Board after its review of Employee's presentation of strategic business accomplishments of the Company for each calendar year. If a target referenced in subclause (i) or (ii) above is not met in a particular calendar year, Employee shall not receive for such calendar year the part of the Target Annual Bonus tied to such target. However, notwithstanding anything to the contrary in this subsection 4(b), if in any calendar year Company exceeds the target revenues or target operating income for such year, Employee shall be paid an additional bonus computed as follows: for each 1% that actual revenues for the calendar year exceed the target revenues for such calendar year, and for each 1% that the actual operating income for such calendar year exceeds the targeted operating income for such year, Employee shall be paid an additional $630.00. For example, if Company's target revenues for a calendar year were $40,000,000 and actual revenues for such year computed as provided for herein were $50,000,000, then, as actual revenues would have exceeded projected revenues by 25%, Employee would be entitled to an additional Target Annual Bonus related to target revenues in the amount of $15,750.00 (i.e., 25 x $630.00). The presentation by Employee of Company's strategic business accomplishments for a calendar year shall be promptly evaluated by the Board and the potential related bonus shall be determined by the Board in its reasonable discretion. Employee shall be eligible to receive an annual non-deferredearn all or a portion of such potential bonus as so determined by the Board. All amounts payable pursuant to this subsection 4(b) shall be paid to Employee promptly after the amount payable is determined. If the Termination Date occurs prior to the end of a first calendar quarter during the term of this Agreement, cash incentive payment under Employee shall not be entitled to any Target Annual Bonus for such year. If such a Termination Date occurs after the end of a first calendar quarter during the term of this Agreement, Employee shall be entitled to a portion of the Target Annual Bonus, determined as follows: (y) Actual revenues and actual operating income for the calendar quarters for such year that have already ended prior to the Termination Date shall be computed and compared to the Company’s annual bonus plan as may 's targets for such periods referenced above in this subparagraph. If such actual revenues equal the Company's targets, Employee shall be in effect from time entitled to time (the “Target Annual Bonus”) based Bonus on the basis of $10,500.00 for each such calendar quarter that has been completed for such year. If such actual operating income equals the Company's targets, Employee shall be entitled to the Target Annual Bonus on the basis of $10,500.00 for each such calendar quarter that has been completed for such year. Similarly, Employee shall be entitled to a target bonus opportunity of 75% pro rata portion of the Executive’s Base Salary potential additional bonus referenced above in this paragraph to the extent actual revenues or operating income exceed target revenues and target operating income for such quarters; provided, however, that Employee shall only be entitled to $157.50 for each one percent that such actual items exceed target items for each such completed quarter. (z) Employee shall be entitled to the “Target Bonus”), with a maximum bonus opportunity of 150% of referenced in subclause (iii) above to the Executive’s Base Salary, in each case upon the attainment of one or more pre-established EBITDA-based performance goals for the Kellwood Business (as defined below) reasonably established in good faith extent approved by the Board or any committee thereof at after its review of a presentation by Employee of the start strategic business accomplishments of each fiscal year. The attainment of such goals will be based upon the Company’s audited financial results Company for such year prepared consistent with past practice and subject through the Termination date. If Employee was otherwise entitled to adjustment for non-recurring and/or one-time items, such as earn-out payments, severance, business discontinuation costs, and the like (collectively, the “Adjustments”). Any earned receive an Annual Bonus shall be paid within thirty (30) days following the completion of the audited financial statements for the applicable year, and in no event later than March 15 of the calendar year following prior to the calendar year in which or with which the applicable performance period endedTermination Date occurs, provided, subject and such earned Annual Bonus has not been paid to Section 8 hereof, that the Executive remains continuously employed through the date that such bonus is paid. The Executive’s Target Bonus and maximum bonus opportunity shall be subject to annual review Employee by the Board (or a committee thereof) and may be upwardly adjusted from time to time by the Board. Notwithstanding the foregoing, unless the Executive resigns without Good Reason or is terminated by the Company for Cause before the end of the Company’s fiscal year ending January 31, 2013, the annual bonus for such fiscal year shall be prorated for the partial performance period beginning on the Effective Termination Date, but each earned Annual Bonus shall promptly be paid to Employee in no event shall be less than $500,000 (the “Guaranteed Bonus”)ordinary course of business.

Target Annual Bonus. During the Employment Term, the Executive Employee shall be eligible to receive additional compensation in the form of an annual non-deferred, cash incentive payment under the Company’s annual bonus plan as may be in effect from time to time (the “Target Annual Bonus”) based on a target bonus opportunity the Company’s achievement of 75% certain performance targets and subject in all respects to the specific terms and conditions set forth on Exhibit A hereto. All determinations relating to the performance targets applicable to the Target Annual Bonus for each year shall be made in the discretion of the Executive’s Base Salary Board or such person or committee to which such authority has been granted by the Board, with input from Employee, and the extent to which such targets have been achieved for each year shall be made in the reasonable discretion of the Board. The performance targets for calendar year 2023 are set forth on Exhibit A and for such year may not be amended without the written consent of Employee. Exhibit A shall be amended for each year subsequent to 2023 based on the determination of the Board or committee as provided above. The amount of the Target Annual Bonus that will be earned if all performance targets are achieved for each year (the “Target Bonus”), with a maximum bonus opportunity of 150% of the Executive’s Base Salary, in each case upon the attainment of one or more pre-established EBITDA-based performance goals for the Kellwood Business (as defined below) reasonably established in good faith by the Board or any committee thereof at the start of each fiscal year. The attainment of such goals will be based upon the Company’s audited financial results for such year prepared consistent with past practice and subject to adjustment for non-recurring and/or one-time items, such as earn-out payments, severance, business discontinuation costs, and the like (collectively, the “Adjustments”). Any earned Annual Bonus Percentage”) shall be paid within thirty set forth on Exhibit A, which may not be less than five percent (305%) days following the completion of the audited financial statements EBITDA for the applicable year, and in no event later than March 15 once established for any year such Target Annual Bonus Percentage may not be decreased without the written consent of Employee. Subject to Section 4(e)(i)(C), each Target Annual Bonus, if any, shall be awarded in, and is conditioned upon Employee’s employment on the first day of the calendar fiscal year immediately following the calendar fiscal year in which or with which the applicable performance period endedtargets were achieved, provided, subject to Section 8 hereof, that and shall be paid on the Executive remains continuously employed through earlier of (i) the date that such bonus is paid. The Executive’s Target Bonus and maximum bonus opportunity shall be subject to annual review by thirty (30) days after the Board (or a committee thereof) and may be upwardly adjusted Company receives from time to time by its auditors the Board. Notwithstanding the foregoing, unless the Executive resigns without Good Reason or is terminated by final audited financial statements of the Company for Cause before the end fiscal year in which the applicable performance targets were achieved, and (ii) March 31 of the Company’s fiscal year ending January 31, 2013, following the annual bonus for such fiscal year in which the applicable performance targets were achieved. Employee is not guaranteed any minimum Target Annual Bonus. This Agreement shall be prorated not affect Employee’s rights to any bonus or incentive compensation for the partial performance period beginning on the Effective Date, but in no event shall be less than $500,000 (the “Guaranteed Bonus”)calendar year 2020.

Target Annual Bonus. During Consistent with the Employment Termbonus program for "Executive Management" of the Company (and pursuant to the target annual bonus pay-out provisions of the employment agreements of Messrs. Fratello, Crippen, Nall xxx Wagmxx), the Executive will be eligible to potentially earn an annual bonus of $200,000 (the "Target Annual Bonus") per the provisions of this Section 4(b) for each of the Company's three (3) fiscal years during the term of this Agreement. The Target Annual Bonus will be paid in one lump sum for each of such fiscal years, subject to the Company and/or Executive, as applicable, achieving certain criteria as hereinafter set forth. References below to target revenues and target operating income relate to Company's "Management Plan Projections" approved by the Board of Directors no less frequently than annually in advance of the period or which the targets are being determined. Actual revenues and actual operating income shall be computed on a basis consistent with a method by which target revenues and target operating income for the related year were computed. Eligibility for payments of the Target Annual Bonus to Executive shall be for each calendar year during the term of the Agreement beginning with the calendar year commencing January 1, 1998 and shall be computed as follows: (i) $70,000 will be earned upon Company achieving target revenues for each calendar year; (ii) $70,000 will be earned upon Company achieving target operating income for each calendar year; and (iii) $60,000 will be earned upon approval of the Board of Directors after its review of the Executive Management and/or Executive's presentation of strategic business accomplishments of the Company for each calendar year. If a target referenced in subclause (i) or (ii) above is not met in a particular calendar year, Executive shall not receive for such calendar year the part of the Target Annual Bonus tied to such target. However, notwithstanding anything to the contrary in this subsection 4(b), if in any calendar year the Company exceeds the target revenues or target operating income for such year, the Executive shall be eligible to receive paid an annual non-deferred, cash incentive payment under the Company’s annual additional bonus plan computed as may be in effect from time to time (the “Annual Bonus”) based on a target bonus opportunity of 75follows: for each 1% of the Executive’s Base Salary (the “Target Bonus”), with a maximum bonus opportunity of 150% of the Executive’s Base Salary, in each case upon the attainment of one or more pre-established EBITDA-based performance goals that actual revenues for the Kellwood Business (as defined below) reasonably established in good faith by calendar year exceed the Board or any committee thereof at target revenues for such calendar year, and for each 1% that the start of each fiscal actual operating income for such calendar year exceeds the targeted operating income for such year, the Executive shall be paid an additional $630.00. The attainment of such goals will be based upon the For example, if Company’s audited financial results 's target revenues for a calendar year were $40,000,000 and actual revenues for such year prepared consistent with past practice and subject to adjustment for non-recurring and/or one-time itemscomputed as provided herein were $50,000,000, such then, as earn-out payments, severance, business discontinuation costs, and the like (collectivelyactual revenues would have exceeded projected revenues by 25%, the “Adjustments”Executive would be entitled to an additional Target Annual Bonus related to target revenues in the amount of $15,750.00 (i.e., 25 x $630.00). Any earned Annual Bonus shall be paid within thirty (30) days following the completion of the audited financial statements for the applicable year, and in no event later than March 15 of the calendar year following the calendar year in which or with which the applicable performance period ended, provided, subject to Section 8 hereof, that The presentation by the Executive remains continuously employed through the date that such bonus is paid. The Executive’s Target Bonus and maximum bonus opportunity shall be subject to annual review by the Board (or Management and/or Executive of Company's strategic business accomplishments for a committee thereof) and may be upwardly adjusted from time to time by the Board. Notwithstanding the foregoing, unless the Executive resigns without Good Reason or is terminated by the Company for Cause before the end of the Company’s fiscal year ending January 31, 2013, the annual bonus for such fiscal year shall be prorated promptly evaluated by the Board of Directors and the potential related bonus shall be determined by the Board of Directors in its reasonable discretion. The Executive shall be eligible to earn all or a portion of such potential bonus as so determined by the Board of Directors. All amounts payable pursuant to this Section 4(b) shall be paid to the Executive promptly after the amount is determined. The minimum Target Annual Bonus to be paid to the Executive pursuant to this Section 4(b) for the partial performance period beginning commencing on the Effective DateExecutive's first day of employment with the Company until December 31, but in no event 1998 shall be less than $500,000 (50,000. Thereafter, the “Guaranteed Bonus”Executive and the Company acknowledge and agree that there shall be no such minimum Target Annual Bonus due hereunder for any subsequent fiscal year(s). Additionally, the Executive acknowledges and agrees that no advances or draws will be paid under this Agreement.

Target Annual Bonus. During Subject to the Employment Termlast sentence of this Section 5(a)(ii), the Executive shall will be eligible to receive an annual non-deferred, cash incentive payment under the Company’s be paid a target annual bonus plan as may be in effect from time to time (the “Annual Bonus”) based on a in respect of such fiscal year of the Company during which the Executive has been employed as Chief Executive Officer of the Company. The target bonus opportunity of Annual Bonus shall be an amount equal to 75% of the Executive’s Base Salary in respect of such fiscal year, and shall be paid to the Executive only if (A) the Company has achieved the targets (the “Target BonusBonus Targets”), with a maximum ) to be set forth in an executive bonus opportunity of 150% of the Executive’s Base Salary, in each case upon the attainment of one or more pre-established EBITDA-based performance goals for the Kellwood Business plan (as defined below) reasonably established in good faith by the Board or any committee thereof at the start of each fiscal year. The attainment of such goals will be based upon the Company’s audited financial results for such year prepared consistent with past practice and subject to adjustment for non-recurring and/or one-time items, such as earn-out payments, severance, business discontinuation costs, and the like (collectively, the “AdjustmentsBonus Plan”). Any earned Annual Bonus shall ) to be paid within thirty (30) days following the completion of the audited financial statements for the applicable yearimplemented on or prior to March 31, and in no event later than March 15 of the calendar year following the calendar year in which or with which the applicable performance period ended, provided, subject to Section 8 hereof, that the Executive remains continuously employed through the date that such bonus is paid. The Executive’s Target Bonus and maximum bonus opportunity shall be subject to annual review by the Board (or a committee thereof) and may be upwardly adjusted from time to time 2012 by the Board. Notwithstanding , in consultation and agreement with the foregoingExecutive, unless and (B) (1) the Executive resigns without Good Reason or is terminated has been employed by the Company as Chief Executive Officer for Cause before at least three fiscal quarters of the fiscal year to which the Annual Bonus corresponds and (2) his employment with the Company has been terminated prior to the end of the Company’s full fiscal year ending January 31to which the Annual Bonus corresponds for any reason other than (x) for Cause or (y) upon his voluntary resignation (other than for Good Reason, 2013as defined herein); provided that if the Executive’s employment with the Company has been terminated at any time after completing three fiscal quarters of service prior to the end of the full fiscal year to which the Annual Bonus corresponds for any reason other than (x) for Cause or (y) upon his voluntary resignation (other than for Good Reason), and the Bonus Targets for the fiscal year in which his employment has been so terminated have been achieved, the annual bonus for amount of the Annual Bonus to which Executive shall be entitled shall be reduced, pro rata, based on the number of months and days that the Executive has been employed by the Company as Chief Executive Officer during such fiscal year compared to the entire fiscal year in which the related Bonus Targets have been met; and provided further that the Executive shall not be entitled to any portion of the Annual Bonus with respect to any fiscal year during which he has been terminated for Cause, regardless of whether the Bonus Targets have been met. The Annual Bonus (or any portion thereof, determined in accordance with the foregoing provisions) shall be prorated for paid on a date that is 60 days following the partial performance period beginning end of the applicable fiscal year during the Term (or on the Effective Date, but in no event shall be less than $500,000 next business day following such 60-day period) (the “Guaranteed BonusBonus Payment Date”).

Target Annual Bonus. During Consistent with the Employment Termbonus program for "Executive Management" of the Company (and pursuant to the target annual bonus pay-out provisions of the employment agreements of Messrs. Fratello, Crippen, Nall xxx Simmxxx), the Executive will be eligible to potentially earn an annual bonus of $75,000 (the "Target Annual Bonus") per the provisions of this Section 4(b) for each of the Company's three (3) fiscal years during the term of this Agreement. The Target Annual Bonus will be paid in one lump sum for each of such fiscal years, subject to the Company and/or Executive, as applicable, achieving certain criteria as hereinafter set forth. References below to target revenues and target operating income relate to Company's "Management Plan Projections" approved by the Board of Directors no less frequently than annually in advance of the period or which the targets are being determined. Actual revenues and actual operating income shall be computed on a basis consistent with a method by which target revenues and target operating income for the related year were computed. Eligibility for payments of the Target Annual Bonus to Executive shall be for each calendar year during the term of the Agreement beginning with the calendar year commencing January 1, 1998 and shall be computed as follows: (i) $26,250 will be earned upon Company achieving target revenues for each calendar year; (ii) $26,250 will be earned upon Company achieving target operating income for each calendar year; and (iii) $22,500 will be earned upon approval of the Board of Directors after its review of the Executive Management and/or Executive's presentation of strategic business accomplishments of the Company for each calendar year. If a target referenced in subclause (i) or (ii) above is not met in a particular calendar year, Executive shall not receive for such calendar year the part of the Target Annual Bonus tied to such target. However, notwithstanding anything to the contrary in this subsection 4(b), if in any calendar year the Company exceeds the target revenues or target operating income for such year, the Executive shall be eligible to receive paid an annual non-deferred, cash incentive payment under the Company’s annual additional bonus plan computed as may be in effect from time to time (the “Annual Bonus”) based on a target bonus opportunity of 75follows: for each 1% of the Executive’s Base Salary (the “Target Bonus”), with a maximum bonus opportunity of 150% of the Executive’s Base Salary, in each case upon the attainment of one or more pre-established EBITDA-based performance goals that actual revenues for the Kellwood Business (as defined below) reasonably established in good faith by calendar year exceed the Board or any committee thereof at the start of each fiscal year. The attainment of such goals will be based upon the Company’s audited financial results target revenues for such year prepared consistent with past practice and subject to adjustment for non-recurring and/or one-time items, such as earn-out payments, severance, business discontinuation costscalendar year, and for each 1% that the like (collectivelyactual operating income for such calendar year exceeds the targeted operating income for such year, the “Adjustments”). Any earned Annual Bonus Executive shall be paid within thirty (30) days following the completion of the audited financial statements for the applicable yearan additional $630.00. For example, and in no event later than March 15 of the calendar year following the calendar year in which or with which the applicable performance period ended, provided, subject to Section 8 hereof, that the Executive remains continuously employed through the date that such bonus is paid. The Executive’s Target Bonus and maximum bonus opportunity shall be subject to annual review by the Board (or a committee thereof) and may be upwardly adjusted from time to time by the Board. Notwithstanding the foregoing, unless the Executive resigns without Good Reason or is terminated by the Company for Cause before the end of the if Company’s fiscal year ending January 31, 2013, the annual bonus for such fiscal year shall be prorated for the partial performance period beginning on the Effective Date, but in no event shall be less than $500,000 (the “Guaranteed Bonus”).'s target

Target Annual Bonus. During the Employment Term, the Executive Employee shall be eligible to receive additional compensation in the form of an annual non-deferred, cash incentive payment under the Company’s annual bonus plan as may be in effect from time to time (the “Target Annual Bonus”) based on a target bonus opportunity the Company’s achievement of 75% certain performance targets and subject in all respects to the specific terms and conditions set forth on Exhibit A hereto. All determinations relating to the performance targets applicable to the Target Annual Bonus for each year shall be made in the discretion of the Executive’s Base Salary Board or such person or committee to which such authority has been granted by the Board, with input from Employee, and the extent to which such targets have been achieved for each year shall be made in the reasonable discretion of the Board. The performance targets for calendar year 2021 are set forth on Exhibit A and for such year may not be amended without the written consent of Employee. Exhibit A shall be amended for each year subsequent to 2021 based on the determination of the Board or committee as provided above. The amount of the Target Annual Bonus that will be earned if all performance targets are achieved for each year (the “Target Bonus”), with a maximum bonus opportunity of 150% of the Executive’s Base Salary, in each case upon the attainment of one or more pre-established EBITDA-based performance goals for the Kellwood Business (as defined below) reasonably established in good faith by the Board or any committee thereof at the start of each fiscal year. The attainment of such goals will be based upon the Company’s audited financial results for such year prepared consistent with past practice and subject to adjustment for non-recurring and/or one-time items, such as earn-out payments, severance, business discontinuation costs, and the like (collectively, the “Adjustments”). Any earned Annual Bonus Percentage”) shall be paid within thirty set forth on Exhibit A, which may not be less than five percent (305%) days following the completion of the audited financial statements EBITDA for the applicable year, and in no event later than March 15 once established for any year such Target Annual Bonus Percentage may not be decreased without the written consent of Employee. Subject to Section 4(e)(i)(C), each Target Annual Bonus, if any, shall be awarded in, and is conditioned upon Employee’s employment on the first day of the calendar fiscal year immediately following the calendar fiscal year in which or with which the applicable performance period endedtargets were achieved, provided, subject to Section 8 hereof, that and shall be paid on the Executive remains continuously employed through earlier of (i) the date that such bonus is paid. The Executive’s Target Bonus and maximum bonus opportunity shall be subject to annual review by thirty (30) days after the Board (or a committee thereof) and may be upwardly adjusted Company receives from time to time by its auditors the Board. Notwithstanding the foregoing, unless the Executive resigns without Good Reason or is terminated by final audited financial statements of the Company for Cause before the end fiscal year in which the applicable performance targets were achieved, and (ii) March 31 of the Company’s fiscal year ending January 31, 2013, following the annual bonus for such fiscal year in which the applicable performance targets were achieved. Employee is not guaranteed any minimum Target Annual Bonus. This Agreement shall be prorated not affect Employee’s rights to any bonus or incentive compensation for the partial performance period beginning on the Effective Date, but in no event shall be less than $500,000 (the “Guaranteed Bonus”)calendar year 2020.