Annual Performance Award. Subject to the terms and conditions of this Agreement and the Plan and your consent to those terms and conditions, TTC hereby grants you this Annual Performance Award denominated and, if earned, to be paid entirely in cash, the amount of which will be based on the achievement of the Performance Goals set forth on [Exhibit A] to this Agreement during the Performance Period (as defined below). For purposes of this Annual Performance Award, your Target Payout is equal to ​ of your actual base salary earnings for the fiscal year ending October 31, XXXX, and your Maximum Payout is equal to 200% of your Target Payout.

Annual Award. On the date of each Annual Stockholders Meeting of the Company, beginning with the 2021 Annual Stockholders Meeting of the Company, but after any stockholder votes are taken on such date, each Outside Director who is to continue to serve as such will automatically be granted an Award (“Annual Award”) of # Deferred Stock Units or # if timely elected, Restricted Stock Units with an aggregate Fair Market Value of $150,000.

Annual Award. Subject to the following paragraph, on the date of each Annual Meeting, each Outside Director will be automatically granted an Award of Restricted Stock Units (an “Annual Award”) with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of $150,000, rounded to the nearest whole Share.

Annual Equity Award. A person who is a Non-Employee Director immediately following each annual meeting of the Company’s stockholders and who will continue to serve as a Non-Employee Director following such annual meeting shall be automatically granted, on the second market trading day following the date of each such annual meeting, a restricted share unit award with a grant date value equal to $160,000 (the “Annual Equity Award”). The Annual Equity Award shall vest on the earlier of the first anniversary date of the grant date or the date of the Company’s next subsequent annual meeting of stockholders following the grant date.

Annual Award. Each Outside Director will be automatically granted an Award (an “Annual Award”) with a Value of $80,000 (rounded down to the nearest whole Share), which grant will be effective on the date of each Annual Meeting, beginning with the first Annual Meeting following December 31, 2018; provided that any Outside Director who is not continuing as a Director following the applicable Annual Meeting will not receive an Annual Award with respect to such Annual Meeting. The Annual Award will be comprised solely of Nonstatutory Stock Options.

Annual Award. On the first Trading Day immediately following each Annual Meeting of the Company’s stockholders (an “Annual Meeting”) that occurs after the Effective Date, each Outside Director, other than the Excluded Directors, automatically will be granted an award of Restricted Stock Units (an “Annual Award”) covering a number of Shares having a Value of $150,000; provided that the first Annual Award granted to an individual who first becomes an Outside Director following the Effective Date will have a Value equal to the product of # $150,000 multiplied by # a fraction, # the numerator of which is the number of fully completed days between the applicable Initial Start Date and the date of the first Annual Meeting to occur after such individual first becomes an Outside Director, and # the denominator of which is 365; and provided further that any resulting fraction shall be rounded down to the nearest whole Share. Each Annual Award will be scheduled to vest in full on the earlier of # the one-year anniversary of the grant date or # the date of the next Annual Meeting following the grant date, in each case subject to the Outside Director continuing to be an Outside Director through the applicable vesting date.

Annual Award. On the date of each annual meeting of the Company’s stockholders following the Effective Date (each, an “Annual Meeting”), each Outside Director will be automatically granted an award of restricted stock units (an “Annual Award”) covering a number of Shares having a Value of $170,000, rounded down to the nearest whole Share.

Annual Award. On the date of each Annual Stockholders Meeting of the Company, beginning with the 2014 Annual Stockholders Meeting of the Company, but after any stockholder votes are taken on such date, each Outside Director who is to continue to serve as such will automatically be granted an Award (“Annual Award”) of # Deferred Stock Units or # if timely elected, Restricted Stock Units with an aggregate Fair Market Value of $120,000.

Annual Performance Award. For each fiscal year of employment during which the Company employs the Employee, the Employee shall be entitled to receive a target annual performance award in accordance with the terms of any plan governing employee performance awards then in effect as established by the Board (the "Annual Performance Award").

Annual Equity Award. With respect to each Company fiscal year that ends during the Term, commencing in fiscal year 2023, the Executive shall be eligible to receive an annual equity compensation award with respect to an aggregate target number of shares of [[Novanta:Organization]] common stock equal to the quotient of # a dollar amount determined by the Committee or the Board in its discretion, divided by # the closing price per share of [[Novanta:Organization]] common stock on the grant date (each such award, an “Annual Equity Award”). The form of each Annual Equity Award (i.e., options, restricted stock units, performance stock units or other equity-based compensation awards), and the terms and conditions of each Annual Equity Award shall be determined by the Committee or the Board in its discretion and shall be set forth in one or more written award agreements between [[Novanta:Organization]] and the Executive; provided that each Annual Equity Award shall be granted at the same time (generally, in February of the fiscal year in question) as, and, except as set forth in this Agreement, shall be subject to the same vesting schedule (including performance vesting) and other general terms and conditions as, annual equity awards made to other senior executives of the Company. Notwithstanding anything in this Agreement to the contrary, for fiscal year 2023, it will be recommended to the Committee or the Board, as applicable, that the Executive’s Annual Equity Award have a minimum dollar amount of $640,000.