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Annual Bonus. Beginning with the Company’s 2023 fiscal year and for each fiscal year thereafter during the Employment Term, Executive will be eligible to earn an annual bonus (the “Bonus”) based upon Executive’s contributions and performance, in the form of cash in an amount up to $450,000, as determined by Senior Management and approved by the Board or any authorized committee (the “Committee”). The earning and payment of an annual bonus shall be a discretionary decision of the Committee and may be pro-rated during the first partial fiscal year of Executive’s employment. The Bonus, if any, will be paid as soon as practical following the determination by the Board or the Committee that the terms of the Bonus have been satisfied and amount calculated, but in no event after the fifteenth day of the third month of the Company’s fiscal year or the calendar year, whichever is later, following the date the Bonus is awarded and calculated and it is no longer subject to a substantial risk of forfeiture. To be eligible to earn the Bonus, to encourage Executive’s retention, Executive must be employed by the Company on the day the Bonus is paid.

Annual Bonus. Beginning withIn addition to Annual Base Salary, the Company’s 2023 fiscal year andExecutive shall be awarded, for each fiscal year thereafterending during the Employment Term, Executive will be eligible to earnPeriod, an annual bonus (the “Bonus”) based upon Executive’s contributions and performance, in cash at least equal to the form ofhighest cash in an amount upbonus paid to $450,000, as determined by Senior Management and approvedthe Executive by the BoardCompany and its affiliated companies in respect of the ten fiscal years (or such shorter period during which the Executive has been employed by the Company) immediately preceding the fiscal year in which the Effective Date occurs (annualized for any fiscal year during such period consisting of less than twelve full months or any authorized committee (the “Committeewith respect to which the Executive has been employed by the Company for less than twelve full months) (referred to herein as the "Annual Bonus"). The earning and payment of an annual bonusEach such Annual Bonus shall be a discretionary decision ofpaid no later than the Committee and may be pro-rated during the first partial fiscal year of Executive’s employment. The Bonus, if any, will be paid as soon as practical following the determination by the Board or the Committee that the terms of the Bonus have been satisfied and amount calculated, but in no event after the fifteenth dayend of the third month of the Company’s fiscal year or the calendar year, whichever is later,next following the datefiscal year for which the Annual Bonus is awarded and calculated and it is no longer subjectawarded, unless the Executive shall elect to a substantial riskdefer the receipt of forfeiture. To be eligible to earn the Bonus, to encourage Executive’s retention, Executive must be employed by the Company on the day the Bonus is paid.such Annual Bonus.

Annual Bonus. Beginning withDuring the Company’s 2023 fiscal year and for each fiscal year thereafter duringPeriod of Employment, the Employment Term, Executive will be eligibleentitled to earn an annualparticipate in a cash bonus (the “Bonus”)program. For any fiscal year of the Company that occurs during the Period of Employment, the bonus program for such fiscal year will be based uponon certain financial, operational, or other metrics or goals, and may include a component based on the Executive’s individual performance and contributions and performance, into the form of cash in an amount up to $450,000,Company, all as determined by Senior Management and approvedthe Board (or a committee thereof) in its sole discretion. The Executive’s target bonus for a fiscal year (commencing with fiscal year 2018) shall be 100% of the Executive’s Base Salary for such fiscal year, with the Executive’s actual bonus for any year to be determined by the Board or any authorized(or a committee (the “Committee”)thereof). The earning and payment of an annualExecutive’s bonus (if any) for a particular fiscal year shall be a discretionary decision of the Committeepaid not later than two and may be pro-rated during the first partial fiscal year of Executive’s employment. The Bonus, if any, will be paid as soon as practicalone-half months following the determination byend of that fiscal year. Except as otherwise expressly provided in Section 3, the Board or the Committee that the terms of the Bonus have been satisfied and amount calculated, but in no event after the fifteenth day of the third month of the Company’s fiscal year or the calendar year, whichever is later, following the date the Bonus is awarded and calculated and it is no longer subject to a substantial risk of forfeiture. To be eligible to earn the Bonus, to encourage Executive’s retention, Executive must be employed by the Company on the daydate that the Bonus is paid.Company actually pays bonuses under such program for a particular fiscal year in order to be considered for and to have earned his bonus (if any) for such fiscal year.

Annual Bonus. Beginning withBonus: Within sixty (60) days after the Company’Effective Date, the Board (or the Compensation Committee thereof, if any) shall determine criteria for measuring Executive's 2023accomplishments during the remainder of the 2021 fiscal year, and prior to each subsequent fiscal year andduring the Employment Period the Board shall likewise determine such criteria for the coming fiscal year. For each fiscal year thereafter during the Employment Term,Period, the Executive willshall be eligible to earn an annualreceive a bonus (the Bonus"Annual Bonus") based upon Executive’s contributions and performance, in the formamount of cash in an amount up to $450,000,fifty percent (50%) of his annual salary, as determined by Senior Management and approvedthe Board, based upon Executive's accomplishment of the aforesaid criteria. The Annual Bonus shall be paid by the Board orCompany to the Executive promptly after its determination that the relevant criteria have been satisfied, it being understood that the attainment of any authorized committee (the “Committee”). The earning and payment of an annualfinancial targets associated with any bonus shall not be a discretionary decision of the Committee and may be pro-rated during the first partial fiscal year of Executive’s employment. The Bonus, if any, will be paid as soon as practicaldetermined until following the determination by the Board or the Committee that the terms of the Bonus have been satisfied and amount calculated, but in no event after the fifteenth day of the third monthcompletion of the Company’s fiscal year or the calendar year, whichever is later,annual audit and public announcement of such results and shall be paid promptly following the date the Bonus is awarded and calculated and it is no longer subject to a substantial riskCompany’s announcement of forfeiture. To be eligible to earn the Bonus, to encourage Executive’s retention, Executive must be employed by the Company on the day the Bonus is paid.earnings.

Annual Bonus. Beginning with the Company’s 2023 fiscal year andExecutive will have an annual bonus opportunity for each fiscal year thereafter duringof the Employment Term,Company based on the achievement of financial and performance objectives set by the Committee (“Bonus Opportunity”). The annual Bonus Opportunity and specific performance and financial objectives will be set forth in Executive’s individual performance and incentive plan for each fiscal year. Executive’s annual Bonus Opportunity at target levels for any year shall not be less than 125% of his then-current Base Salary for such year (the “Target Bonus Opportunity”). Executive willmust be an active employee on the date the annual bonuses are paid on a Company-wide basis in order to be eligible to earn an annualreceive any bonus (the “Bonus”) based uponpayment (except as otherwise expressly provided in § 8), unless # Executive’s contributionsemployment terminates following a failure to extend his Employment Period in accordance with § 3, # his employment terminates at or after the end of the applicable fiscal year and performance,# he satisfies all or substantially all of the performance requirements (other than continued service) for a bonus for such fiscal year, in the form of cash in an amount up to $450,000,which event he shall be eligible for a bonus as determined by Senior Managementthe Committee, and approved by the Board or any authorized committee (the “Committee”). The earning and payment of an annual bonussuch bonus, if any, shall be a discretionary decision of the Committeepaid no later than two and may be pro-rated during the first partial fiscal year of Executive’s employment. The Bonus, if any, will be paid as soon as practical following the determination by the Board or the Committee that the terms of the Bonus have been satisfied and amount calculated, but in no eventone-half (2½) months after the fifteenth dayend of the third month of the Company’ssuch fiscal year or the calendar year, whichever is later, following the date the Bonus is awarded and calculated and it is no longer subject to a substantial risk of forfeiture. To be eligible to earn the Bonus, to encourage Executive’s retention, Executive must be employed by the Company on the day the Bonus is paid.year.

Annual Bonus. Beginning withDuring the Company’Term, the Executive shall be entitled to participate in the Company’s 2023 fiscal year and for each fiscal year thereafter during the Employment Term, Executive will be eligible to earn an annualexecutive bonus plan, under which a discretionary bonus (the Bonus“Annual Bonus”) based upon Executive’s contributions and performance, in the form of cash in an amount up to $450,000, as determined by Senior Management and approvedmay be awarded by the Board for each calendar year, payable in cash in accordance with, and subject to the terms and conditions of, the Company’s then applicable short-term bonus or any authorized committee (the “Committeeother cash incentive program (each, a “Bonus Program”). The earningExecutive’s aggregate target bonus award for each calendar year will be 30% of his then Base Salary (the “Target Annual Bonus”). The Executive’s actual Annual Bonus may range from a minimum amount of 0% to a maximum of 30% of his Base Salary, and paymentwill be determined by the Company and will be contingent upon the attainment of an annual bonusperformance goals reasonably established in good faith by the Company. The target date for any Annual Bonus compensation payable to the Executive shall be a discretionary decisionMarch 15 of the Committee and may be pro-rated duringcalendar year following the first partial fiscalcalendar year of Executive’s employment. The Bonus,to which such Annual Bonus relates, subject to the approvals required above. Such Annual Bonuses, if any, will be paid as soon as practical followingare awarded in part to incentivize the determination byExecutive to remain in the Board or the CommitteeCompany’s employ, therefore it is a condition of any award that the terms of the Bonus have been satisfied and amount calculated, but in no event after the fifteenth day of the third month of the Company’s fiscal year or the calendar year, whichever is later, following the date the Bonus is awarded and calculated and it is no longer subject to a substantial risk of forfeiture. To be eligible to earn the Bonus, to encourage Executive’s retention, Executive must beremain employed by the Company onthrough the daydate the Annual Bonus is paid.paid, except as set forth in Section 5 herein.

Annual Bonus. BeginningReview; 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 2023 fiscal yearcompensation and for each fiscal year thereafter during the Employment Term, Executive willpayroll Policies and practices in effect from time to time. In order to earn and be eligible to earn an annual bonus (the “Bonus”) based upon Executive’s contributions and performance, in the form of cash in an amount up to $450,000, as determined by Senior Management and approved by the Board orreceive any authorized committee (the “Committee”). The earning and payment of an annual bonus shall be a discretionary decision of the Committee and may be pro-rated during the first partial fiscal year of Executive’s employment. The Bonus, if any, will be paid as soon as practical following the determination by the Board or the Committee that the terms of the Bonus have been satisfied and amount calculated, but in no event after the fifteenth day of the third month of the Company’s fiscal year or the calendar year, whichever is later, following the date the Bonus is awarded and calculated and it is no longer subject to a substantial risk of forfeiture. To be eligible to earn the Bonus, to encourage Executive’s retention, Executive must be employed by the Company on the last day of the fiscal year to which such Bonus is paid.relates.

Annual Bonus. Beginning withIn addition to Annual Base Salary, upon the Company’s 2023 fiscal yearterms and subject to the conditions of this paragraph (b), the Executive shall, for each fiscal year thereafterending during the Employment Term,Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity 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 will be eligible to earnby the Company and its Affiliated Companies as an annual bonus (the “Bonus”) based upon Executive’s contributions and performance,(however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the formEffective Date occurs (or, if higher, for each of cashthe three fiscal years immediately preceding the fiscal year in an amount upwhich a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to $450,000, as determined by Senior Management and approved bybe made under [clause (ii)] of the Board or any authorized committee (the “Committee”). The earning and payment ofpreceding sentence, an annual bonus shall be a discretionary decisionannualized 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 Committee and maythree fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be pro-rated duringcalculated over the first partial fiscal yearduration of Executive’the Executive's employment. The Bonus, if any, willemployment in such period. Each such Annual Bonus shall be paid as soon as practical followingno later than the determination by the Board or the Committee that the termsend of the Bonus have been satisfied and amount calculated, but in no event after the fifteenth day of the thirdsecond month of the Company’s fiscal year or the calendar year, whichever is later,next following the datefiscal year for which the Annual Bonus is awarded and calculated and it is no longer subjectawarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a substantial riskdeferred compensation plan of forfeiture. Tothe 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 eligible to earn the Bonus, to encourage Executive’s retention, Executive must be employedqualified by the Company on the day the Bonus is paid.following terms and conditions.

Annual Bonus. Beginning with the Company’s 2023 fiscal year and for each fiscal year thereafter during the Employment Term,In addition to his Base Compensation, Executive willshall be eligible to earn an annual bonus (the “Bonus”) based upon Executive’s contributions and performance, inreceive each year during the form ofTerm, a cash incentive payment (“Bonus”) in an amount up to $450,000, as determined by Senior Management and approved by the Board or any authorized committee (the “Committee”).based on Executive’s individual performance, the performance of Company and performance goals established by the Board. The earning and payment of an annual bonustarget Bonus shall be a discretionary decisionan amount equal to 75% of Executive’s Base Compensation in effect at the Committee and may be pro-rated duringtime the first partial fiscal year of Executive’s employment. TheBonus is determined (“Target Bonus”). Such Bonus, if any, willshall be paid as soon as practicalnot later than March 15 of the calendar year following the determination by the Board or the Committee that the terms ofcalendar year in which the Bonus have been satisfied and amount calculated, butwas earned. Except as otherwise stated expressly in no event after the fifteenth day of the third month of the Company’s fiscal year or the calendar year, whichever is later, following the date the Bonus is awarded and calculated and it is no longer subject to a substantial risk of forfeiture. To be eligible to earn the Bonus, to encourage Executive’s retention,this Agreement, Executive must be employed bywith Company through December 31 of the Company on the daycalendar year during which the Bonus is paid.earned to receive any part of the Bonus payment.

Annual Bonus. Beginning withIn addition to the Company’s 2023 fiscal year and for each fiscal year thereafter duringBase Salary set forth in Section 4(a) above, the Employment Term, Executive willshall be eligibleentitled to earnreceive an annual cash bonus (the “BonusAnnual Bonus”) based upon Executive’s contributions and performance, in the form of cash in an amount up to $450,000, as determined by Senior Management and approved$350,000 if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board or any authorized committee (the Committee“Compensation Committee”). The for earning and payment of an annual bonusBonuses, which criteria shall be a discretionary decisionadopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainable. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year end, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Committee and may be pro-rated during the first partial fiscal year of Executive’Corporation’s employment. The Bonus,annual audit, if any, will be paid as soon as practical following the determination by the Board or the Committee that the terms of the Bonus have been satisfied and amount calculated, but in no event afterlater than April 15th of the fifteenthyear following the year for which it is being paid (and if the Executive was employed as of last day of the third month ofcalendar year to which such Annual Bonus relates, then the Company’s fiscal year orExecutive shall be entitled to the calendarAnnual Bonus for such year, whichevereven if he is later, followingnot employed by the Corporation on the date the Annual Bonus is awarded and calculated and itpaid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is no longer subjectemployed upon expiration of the term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a substantial riskpro-rata basis through the last date of forfeiture. To be eligible to earn the Bonus, to encourage Executive’s retention, Executive must beemployment, even if he is not employed by the CompanyCorporation on the daydate the Annual Bonus is paid.paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee in good faith.

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