Annual Bonus Opportunity. Employee shall be eligible to receive an annual incentive bonus opportunity under the Company’s annual incentive plan for each calendar year included in the Employment Term during which Employee is an employee of the Company, including for calendar year ​ a full year annual bonus taking into consideration the above Annual Base Salary with such opportunity to be earned based upon attainment of performance objectives established by the Company Board or a committee thereof ("Annual Bonus"). Employee's target Annual Bonus shall be 110% of the Employee's then current Annual Base Salary and Employee’s maximum Annual Bonus shall be 200% of the Employees’ current target Annual Bonus (the Annual Bonus is referred to as the "Annual Bonus Opportunity"). Employee's Annual Bonus Opportunity may be periodically reviewed and increased by the Company. Employee’s Annual Bonus is subject to any Company policy. If owed pursuant ​ terms of the plan, the Annual Bonus shall be paid no later than the March 15th first following the calendar year to which the Annual Bonus relates. Except as otherwise provided otherwise herein or by the Company Board or a committee thereof, no Annual Bonus shall be paid to Employee unless Employee is employed by the Company or an affiliate thereof, on the last day of the measurement period; provided, however, that Employee shall remain eligible for a pro-rata Annual Bonus based on Employee’s period of employment with the Company during the final year of the Employment Term, if the Employment Term ends prior ​ end of the calendar year by the Company’s decision not to renew the Agreement, or by not offering to renew the agreement on substantially similar terms and conditions;

Annual Review; Bonus Opportunity. Each year during the Term of Employment, on the anniversary date of the CEO Start Date (expected to be September 1st), Executive shall be eligible to receive an annual performance bonus (a “Bonus”), payable in cash for each fiscal year within the Term of Employment, in an amount of 20% percent of the Annual Base Salary amount applicable to such year of service of the Executive as determined by the Board in its sole discretion. Actual payment of any Bonus shall be in an amount determined by the satisfaction of quantifiable and qualitative performance criteria established by the Board. Any Bonus earned by Executive shall be paid in accordance with the Company’s compensation and payroll Policies and practices in effect from time to time. In order to earn and be eligible to receive any Bonus, Executive must be employed by the Company on the last day of the fiscal year to which such Bonus relates.

Bonus Opportunity. The Company shall maintain an incentive bonus compensation plan similar to the Company’s Annual Executive Bonus Plan, approved by the shareholders in ​. Such plan will include an annual bonus target amount equal to at least ​; if any amount of such bonus is payable under the terms of a plan, it shall be in addition to Executive’s annual base salary. The actual amount of any bonus payable to Executive in any year shall be determined by the Board or the Committee based upon performance criteria set forth in advance under the bonus plan and Executive’s achievement of such performance criteria.

Annual Discretionary Incentive Bonus Opportunity. Employee will have a graduated annual, cash incentive bonus opportunity of 100% of Base Salary for performance at target (and less or no bonus for performance less than target) and up to 200% of Base Salary (or such higher percentage as the Compensation Committee may determine) for performance in excess of target. Performance will be measured against annual financial targets approved by the Compensation Committee which, in the Compensation Committee’s discretion, may be intended to qualify the cash incentive bonus as performance-based compensation under Code Section 162(m). Actual bonus amounts paid for particular levels of performance will be as determined by the Compensation Committee, and such bonus amounts will be paid in cash within 2-1/2 months after the end of each fiscal year.

Annual Incentive Opportunity. You will continue to participate in the Company’s Executive Incentive Plan (“EIP”) in accordance with its terms and conditions. Subject to the approval of the Management Development and Compensation Committee of the Board (the “MD&C Committee”), your target annual bonus opportunity under the EIP for calendar year ​ as President and CEO will be 125% of your base salary (and your maximum bonus opportunity will be 200% of your base salary).

Annual Bonus. In addition to Base Salary, the Executive will be eligible to earn a Bonus for each fiscal year ending during the Protected Period. For each such Bonus, the Target Opportunity will be at least equal to the target opportunity for which the Executive is eligible for the fiscal year in which the Change in Control occurs, as such target opportunity has been established by the Company for such year under the Company’s annual bonus plan, or any comparable successor plan. If the Company has not yet established a Target Opportunity for the Executive for the fiscal year in which the Change in Control occurs, then the Target Opportunity shall be at least equal to the last such target opportunity established by the Company for the Executive. Each such Bonus will be paid no later than 2-1/2 months following the end of the fiscal year for which the Bonus is awarded, unless the Executive has elected to defer receipt of all or part of the Bonus pursuant to a deferral plan sponsored by the Company.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall be awarded, for each fiscal year ending during the Employment Period an annual cash bonus (the "Annual Bonus") equal to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded to other peer executives of the Company and its Affiliated Companies, but at least equal to the higher of # the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or # the average percentage of his annual base salary (as in effect for the applicable years) that was paid or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under [clause (ii)] of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive was employed for, and received pro-rated annual incentive compensation with respect to, less than the full twelve months, and, if the Executive has not been employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph # shall be qualified by the following terms and conditions. If # as of the end of any fiscal year during the Employment Period the Executive is a “Covered Employee” as defined in Code Section 162(m), (B) Code Section 162(m) remains in effect as of the end of such fiscal year and as of such date is applicable to the payment of an Annual Bonus for such fiscal year and # the Executive participated for such fiscal year in an Annual Incentive Plan (as hereinafter defined), the Annual Bonus for such fiscal year shall be paid to the Executive pursuant to the Annual Incentive Plan, rather than in accordance with the first four sentences of this paragraph (b), in the amount, at the time and upon the other terms and conditions specified in such Annual Incentive Plan; provided, however, that if a Change of Control occurs before such payment is made, the Executive shall be paid, in lieu of such amount and on the date on which such Change of Control occurs, as follows: # as the Annual Bonus for such fiscal year, an amount equal to the greater of # the maximum amount payable to the Executive under the Annual Incentive Plan for such fiscal year assuming achievement thereunder of the Corporate Performance Objective (as hereinafter defined) for such fiscal year and # the maximum amount payable in accordance with the first four sentences of this paragraph [(b) and (B)])] as Annual Bonuses for all prior fiscal years ended during the Employment Period, an amount equal to the aggregate amount, if any, by which the maximum amount otherwise payable in accordance with the first four sentences of this paragraph # for all such prior fiscal years exceeds the aggregate amount of all Annual Bonuses previously paid to the Executive for such prior fiscal years pursuant to the Annual Incentive Plan or otherwise under this paragraph (b). If, as of the end of any fiscal year for which an Annual Bonus is payable pursuant to this paragraph (b), the Executive is not, and at any time during the three full fiscal years preceding such date was not, a “Covered Employee” as defined in [Section 162(m)], the Executive shall be paid the Annual Bonus for such fiscal year in accordance with the first four sentences of this paragraph (b); provided, however, that the amount of the Annual Bonus so paid to the Executive shall be reduced by the amount, if any, of the annual cash bonus paid to the Executive for such fiscal year pursuant to an Annual Incentive Plan. For purposes of this paragraph (b), “Annual Incentive Plan” means an annual cash incentive compensation plan of the Company that # is intended to result in, and, in the opinion of a nationally reputable law firm having significant experience with Code Section 162(m), does result in, the payment of qualified performance-based compensation for purposes of Code Section 162(m) (assuming solely for this purpose achievement of the Corporate Performance Objective to which the payment of such compensation is subject), # conditions the payment of all compensation pursuant thereto on the achievement of a Corporate Performance Objective that is generally applicable to all participants in such plan, and # is administered, and includes a Corporate Performance Objective that is selected, in a manner that is consistent in all material respects with past practice as applied to the most recent annual cash incentive compensation plan of the Company that was in effect prior to the date of this Agreement (​) for which the applicable Corporate Performance Objective was achieved. For purposes of this Agreement, the “Corporate Performance Objective” to which any payment of compensation is subject shall mean the objective performance objective which is selected and established by the Compensation Committee of the Board for purposes of making such payment fully deductible for federal income tax purposes pursuant to Code Section 162(m).

Annual Bonus. Beginning for the 2023 financial year, Employee will be eligible to participate in the Company’s annual performance bonus program (“Bonus Program”), as may be in effect from time to time, and shall be eligible for a bonus in the amount of 75% of Employee’s Salary on an annual basis under the Bonus Program. The objectives, terms, and conditions of the Bonus Program shall be determined in the sole discretion of the Company. The amount and frequency of any bonus payments shall be reviewed at least annually and determined in the sole discretion of the Company. The Company reserves the right, in its sole discretion, to suspend, revoke, or rescind the Bonus Program in part or in whole at any time. Except as otherwise provided in the Bonus Program or this Agreement, in order to receive payment of any bonus (or any portion thereof), Employee must be an employee of the Company on the date such bonus is paid, and Employee must not have given notice of the termination of Employee’s employment without Good Reason (as defined in [Section 5.1(d)] of this Agreement) or received notice of the termination for Cause of Employee’s employment by the Company.

Annual Bonus. You shall be eligible to receive an incentive bonus for each fiscal year of the Company that occurs during the Period of Employment (“Incentive Bonus”); provided, that, you must be employed by the Company at the time the Company pays its annual bonuses generally with respect to any such fiscal year in order to be eligible for an Incentive Bonus with respect to that fiscal year. Your Incentive Bonus amount for a particular fiscal year shall be determined by the Board (or a committee thereof) in its sole discretion, based on the Company’s achievement of certain performance objectives (which may include corporate, business unit or division, financial, strategic or other objectives) and your achievement of individual goals established with respect to that particular fiscal year by the Board (or a committee thereof) in consultation with you.

Annual Bonus. You will be eligible to receive an annual cash bonus of up to 40% of your base salary at the discretion of the Board, and subject to pro ration for 2014.