If you become Disabled, “Total Compensation” shall mean the sum of your annual base salary rate and 60% of your then effective bonus opportunity at the earlier of the time of your Disability or January 1, 2010.

a material diminution in Executive’s Base Salary or target annual bonus opportunity, unless such reduction is imposed across-the-board to senior management of the Company (and Executive and the Company agree that without limiting any argument that a lesser diminution is material, any diminution of ten percent (10%) or more measured against Executive’s Base Salary and target bonus opportunity as in effect on the Effective Date shall be deemed material for purposes of this clause (ii));

Bonus. The Employee shall be eligible for an annual cash bonus, which shall be determined in good faith by the compensation committee of the Board in its sole discretion in connection with the annual meeting or other such time, as the case may be, as determined by such committee.

You will receive a base salary of $375,000.00 per annum ($31,250.00 monthly), which will be paid semi‑monthly in accordance with the Company’s normal payroll procedures (“Base Salary”). You will also be eligible to earn an annual cash bonus up to 35.0% of your Base Salary (“Annual Bonus”), prorated for 2021 based on your Start Date. The actual amount of the Annual Bonus will be determined at the sole discretion of the Company’s Board based upon measures of Company performance and shall not be earned until paid. Any Annual Bonus will be paid within two and one-half (2.5) months after the end of the calendar year to which the Annual Bonus relates.

Annual Incentive Bonus. Following the end of each fiscal year and subject to the approval by the Company’s Board of Directors in its sole discretion, you will be eligible to earn an incentive bonus, based on your performance and the Company’s performance, each during the applicable fiscal year, and subject to your continued employment in good standing on the date of payment of such incentive bonus. Your target annual incentive bonus opportunity shall be up to 40% of your base salary. Because of your start date, in accordance with the Company’s policy, the first year you will be eligible for a bonus is 2023.

Severance Payment. Executive shall receive a cash payment equal to twelve (12) months of Executive’s Base Annual Salary (at the Executive’s highest Base Annual Salary) plus annual bonus compensation, at the time of the Executive’s highest compensation level, if such bonus is earned prior to his employment with the Company terminating. Any such Severance Payment shall be paid in cash by the Company to Executive within ninety (90) days of the effective date of Executive’s termination.

During the Subsequent Period, your annual base salary, target annual cash bonus award and target value of your long-term incentive awards will be determined by the Compensation Committee of the Board (the “Compensation Committee”) prior to the commencement thereof; provided that in no event will your annual base salary, annual bonus target, annual bonus payment, target value of your annual long-term incentive award or annual long-term incentive award be less than that paid or granted by the Company to Christopher Kubasik (assuming you remain employed for the full fiscal year in respect of which such bonus or award is earned). Notwithstanding the foregoing, the Compensation Committee will retain discretion to increase, but not decrease, the amount of your annual base salary, annual bonus target, annual bonus payment, target value of your annual long-term incentive award and your annual long-term incentive award at any time during the Initial Period and Subsequent Period, provided that any adjustment applied to such amounts will be equally applied to Christopher Kubasik’s annual base salary, annual bonus target, annual bonus payment, target value of his annual long-term incentive award and his annual long-term incentive award, as applicable. Commencing January 1, 2020, you will be eligible for benefits and perquisites at levels no less favorable than those provided to Christopher Kubasik.

The Annual Incentive Plan (“Plan”) provides eligible employees the opportunity to earn cash awards for Company and individual performance during the Performance Period.

Annual Incentive Compensation to Be Earned in 2015. The Compensation Committee also approved the following minimum, target and maximum cash bonus award levels, as a percent of salary, for the Named Executive Officers for 2015 under The Sherwin-Williams Company 2007 Executive Performance Bonus Plan.

Annual Bonus for Year of Termination. The Executive will receive a Bonus for the year in which the Termination Date occurred, calculated based on actual performance as provided in the applicable Compensation Plan, pro-rated for the number of months in the year in which the Executive provided services to the Company and assuming target performance on any subjective performance criteria. This pro rata Bonus will be be paid to the Executive at the same time bonuses are paid to other executives of the Company but no later than 2-1/2 months after the fiscal year end.