Annual RSUs. Each award of Annual RSUs shall vest on the earlier of the first anniversary of the date of grant or the day immediately prior to the date of the next annual meeting of the Company’s stockholders occurring after the date of grant, in either case, subject to the Non-Employee Director continuing in service as a Non-Employee Director through such vesting date.

Annual Retainers. Each Non-Employee Director shall receive an annual retainer of $75,000 for service on the Board. Each Non-Employee Director shall also receive $5,000 annually in addition to the annual retainer for serving as a Board Chair for one of the three (3) established Board Committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

Annual Awards. Each Non-Employee Director who # serves on the Board as of the date of any annual meeting of the Company’s stockholders (an “Annual Meeting”) and # will continue to serve as a Non-Employee Director immediately following such Annual Meeting shall be automatically granted, on the date of such Annual Meeting, an award of restricted stock units that have an aggregate fair value on the date of such Annual Meeting of $200,000 (as determined in accordance with ASC 718 and with the number of shares of common stock underlying such award subject to adjustment as provided in the Equity Plan). The awards described in this Section 2(a) shall be referred to as the “Annual Awards.” For the avoidance of doubt, if the Company’s Annual Meeting does not occur by June 30 of each calendar year, each Non-Employee Director shall be automatically granted an Annual Award on June 30.

Annual Bonus. Executive shall be eligible to participate in the Company’s short term cash incentive program on the same basis as other senior executives of the Company.

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. 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 Salary. The Participant’s regular annual base salary immediately prior to his termination of employment, including compensation converted to other benefits under a flexible pay arrangement maintained by the Company or any Subsidiary or deferred pursuant to a written plan or agreement with the Company or any Subsidiary, but excluding overtime pay, allowances, premium pay, compensation paid or payable under any Company bonus or incentive plan of the Company or any Subsidiary or any similar payment.

Annual Bonus. Executive will be granted an Annual Performance Period (“APP”) award for service performed in 2018 under the Company's 2017 Incentive Plan, to be determined and paid in cash during early 2019. Under this award, Executive will be entitled to receive between 0% and 200% of his target award, based on performance goal attainment during 2018. Executive’s 2018 APP target award amount will be equal to 100% of his actual 2018 Base Salary, pro-rated for the portion of the year during which he is actually employed. (For example, as the Effective Date is March 1, 2018, the target amount would be $775,000 x 10/12, or $645,833.33). The Compensation Committee of the Company's Board of Directors has determined that the 2018 APP award goal for senior management, including Executive, will be a specified level of Company Adjusted EBITDA (as defined in the award agreements). The Committee retains the right to exercise its discretion, after the end of 2018, as in prior years, to determine to what extent the APP awards Executive and the other executive officers have been earned, and reserves the right to take individual performance factors into account, and to employ subjective and objective criteria. (The other terms of this award shall be as specified in the 2018 Annual Performance Award Agreement). Executive will be eligible in 2019 and thereafter to participate in the 2019 APP award or any other annual executive bonus program, as the same may be adopted, amended, modified or terminated by the Company, in accordance with its terms. Target bonuses in future periods will be at the discretion of the Compensation Committee.

Annual Incentive. In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, annual incentive compensation in cash (the “Annual Incentive Award”) at least equal to the higher of # the Executive’s target annual incentive award under the Company’s Management Committee and Shared Services Incentive Compensation Plan, or any comparable plan in which the Executive is eligible to participate, or any predecessor or successor plan thereto (the “Annual Incentive Plan”), for the fiscal year in which the Effective Date occurs as in effect immediately prior to the Effective Date (or if no target has been established, the target annual incentive award in effect for the most recently completed fiscal year prior to the Effective Date, (the “Target Annual Incentive Award”), and # the average of the annual incentive awards earned under the Annual Incentive Plan for the last three full fiscal years prior to the Effective Date (or for such lesser number of full fiscal years prior to the Effective Date for which the Executive was eligible to earn such an award, and annualized in the case of any pro rata award earned for a partial fiscal year), in each case, including any award or portion thereof that has been earned but deferred or paid in the form of Company common stock or equity awards, plus any additional discretionary annual incentive compensation awarded for a fiscal year of the Company and the Affiliated Entities at the time annual incentive awards are determined (such amount, the “Recent Annual Incentive Award”). Each such Annual Incentive Award shall be paid no later than two and a half months after the end of the fiscal year for which the Annual Incentive Award is awarded, unless the Executive shall elect to defer the receipt of such Annual Incentive Award pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

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 who has been serving as an Outside Director for at least six (6) months as of the date of such Annual Meeting automatically will be granted an award of Options (an “Annual Award”) to purchase a number of Shares having a Value of $220,000, with any resulting fraction rounded down to the nearest whole Share. Each Annual Award will be scheduled to vest on the earlier of # the one-year anniversary of the date the Annual Award is granted or # the day prior to the date of the Annual Meeting next following the date the Annual Award is granted, in each case, subject to the Outside Director continuing to be Service Provider through the applicable vesting date.