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.

Annual Equity Award. Each Non-Employee Director shall be entitled to an annual grant of Restricted Stock Units under the Plan covering shares of Common Stock with a grant date Fair Market Value of $130,000 (the “Annual Equity Award”). The Annual Equity Award shall be granted as of the next business day after the date of the Company’s annual stockholders meeting, without any requirement of additional Board action in connection therewith, and will vest on the first to occur of # date of the Company’s next regular annual stockholders meeting in the year following the year of grant, # the date of the Non-Employee Director’s Separation from Service due to death or Disability, or # the date of a Change in Control, subject to continued service as a Non-Employee Director through the applicable vesting date. Any Annual Equity Award that does not vest on or prior to the date of the Non-Employee Director’s Separation from Service shall be immediately forfeited. The Restricted Stock Units shall be granted pursuant and subject to the terms set forth in the written agreement previously approved by the Board and duly executed by an executive officer of the Company. Unless a deferral election is made as provided below, the Restricted Stock Units will be distributed in actual shares of Common Stock, or, at the Company’s election, cash, in either case promptly (within 30 days) upon vesting.

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 $150,000 (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 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 Equity Award. Each year, the Board or Compensation Committee will grant each continuing Non-Employee Director # a stock option to purchase 6,000 shares of the Company’s common stock (“Annual Option Grant”) and # an award of 3,000 Restricted Stock Units (“Annual RSU”). Subject to the such Non-Employee Director’s Continuous Service, each Annual Option Grant shall vest in equal increments monthly over a period of twelve months from the first day of the month following the date of grant. Each Annual RSU shall vest in full on March 1st of the year following the year in which the Annual RSU is granted. To be eligible to receive an Annual Grant, a Non-Employee Director must have # served on the Board as of December 31 of the prior year, or # served on the Board for six (6) or more months by the date of the Company’s annual meeting of stockholders.

Annual Incentive Award Weightings. The following table identifies the Annual Incentive Award element weightings based on the performance components and Participant classification. Participant classification will be determined by the Administrator and communicated to the Participant.

Annual Incentive Award Weightings. The following table identifies the Annual Incentive Award element weightings based on the performance components and Participant classification. Participant classification will be determined by the Administrator and communicated to the Participant.

Annual Award Performance Criteria. If the Committee determines that a Cash Award should be granted as an Annual Award, the Annual Award shall be designed to vest based upon the achievement of certain business priorities, including financial, operational, sustainability and safety objectives, as determined by the Committee. The eligible performance criteria for Annual Awards will include the Performance Goals, which for the purposes of an Annual Award shall also be deemed to include the following items: # financial performance, including earnings before interest, depreciation and amortization (“EBITDA”), cash flow and other measures; # growth; # funding or liquidity; # volume goals or volume growth; and # environmental, social and governance (“ESG”) goals.

Annual Incentive Award Weightings. The following table identifies the Annual Incentive Award element weightings based on the performance components and Participant classification. Participant classification will be determined by the Administrator and communicated to the Participant.

MAXIMUM ANNUAL PARTICIPANT AWARD. The aggregate number of Shares with respect to which an Award or Awards may be granted to any one Participant in any one taxable year of the Company (the “Maximum Annual Participant Award”) shall not exceed 500,000 shares of Common Stock (increased, proportionately, in the event of any stock split or stock dividend with respect to the Shares). In addition, no Non-Employee Director shall be granted one or more Awards within any fiscal year of the Company, solely with respect to service as a Director, that in the aggregate exceed five hundred thousand dollars ($500,000) in aggregate value of cash-based and other Awards, with such value determined by the Committee as of the date of grant of the Awards. For purposes of clarification regarding the foregoing limit, Awards granted in previous fiscal years will not count against the Award limits in subsequent fiscal years even if the Awards from previous fiscal years are earned or otherwise settled in fiscal years following the fiscal year in which they are granted.