the highest amount of annual cash compensation including cash bonuses; but not including stock bonuses, stock options or stock acquired pursuant to stock options; and not including the value of any other non-cash benefits (i.e. health, dental, life, disability insurance) received during any one of the three calendar years preceding the year of termination of employment regardless of the length of employment of Employee. Termination Compensation does not include stock bonuses, stock options or stock acquired pursuant to stock options; and not including the value of any other non-cash benefits (i.e. health, dental, life, disability insurance).

Assuming all conditions are met, Retention Bonus A will be paid as soon as practicable in March 2019 and Retention Bonus B will be paid no later than March 15, 2019, and will be subject to withholding taxes as required by law. Retention Bonus A and Retention Bonus B (collectively, the “Retention Bonuses”) will be payable in addition to your regular annual salary, benefits and participation in the Company’s incentive compensation plans. Since the Retention Bonuses represent unique payments to you, the Retention Bonuses will not be considered in calculating compensation-related benefits (e.g., pension benefits).

As a full-time employee at the Director level, you will be eligible for an annual bonus of 50% of your base salary. Bonuses are dependent on the Company meeting its financial goals and objectives, standard for those employees eligible.

dividends or make any distributions of any kind; # borrow any funds except as reasonably necessary for the ordinary operation of business; or # increase the annual level of compensation of any employee, consultant, or director or grant any bonuses or extraordinary compensation.

The Beacon Roofing Supply, Inc. Executive Officer Cash Bonus Plan (the “Bonus Plan”) provides for the payment of annual cash bonuses to employees who are considered Executive Officers. The Bonus Plan is administered by the Board of Directors, which has full authority to select participants, set bonus amounts, fix performance targets, and, when deemed appropriate under the totality of the circumstances, pay discretionary bonuses. The Board receives recommendations from the Compensation Committee.

Cognex Corporation (the “Company”) maintains a performance-based annual bonus program (the “Bonus Program”) for employees (including the Company’s executive officers), other than those employees on a sales commission plan. Each participant in the Bonus Program is assigned a target annual cash bonus. Participants may earn their bonuses based on the achievement of certain financial goals set forth in the Company’s annual budget related to budgeted non-GAAP consolidated operating income as a percentage of revenue (“operating margin”).

than three complete fiscal years prior to the date of such termination, Executive shall receive an amount equal to the average value of the annual bonuses pursuant to [Subsection 3(b)] that the Executive has received during the period of the Executive’s employment.

SECTION # “Annual Base Salary” means a Participant’s highest rate of annual base salary during the 24- month period preceding the Participant’s termination of employment, excluding any of the following: year-end or other bonuses, incentive compensation, whether short-term or long-term, commissions, reimbursed expenses, and any payments on account of premiums on insurance or other contributions made to other welfare or benefit plans.

% of all bonuses paid or payable to the Participant in a calendar year pursuant to the Corporation’s annual short-term incentive plan or any similar plan substituted therefor; provided, however, that for purposes of clause 44(a)(ii) of this Plan, the bonus amount taken into account in calculating Earnings shall not exceed the Participant’s annual base pay on which such bonus was based pursuant to the terms of the Corporation’s annual short-term incentive plan; and

Bonuses, Incentives and Other Benefits. During the Employment Term, Executive shall be eligible for bonuses in the discretion of the Company’s board of managers. Executive shall not be eligible to participate in either of the Company’s Annual or Long-Term Incentive Plans or its Supplemental Executive Retirement Plan. Executive shall be entitled to participate, on the same terms as apply to the senior management of the Company’s operating subsidiaries, in all other benefits plans, policies, and programs that are maintained by the Company or its operating subsidiaries, including without limitation profit sharing, life insurance, and group medical and other welfare benefit plans. Any coverage, participation, payments or benefits under any of the foregoing shall be subject to and determined in accordance with the specific terms and conditions of the documents evidencing any such separate plans, policies, and programs.