Annual Discretionary Bonus Program. Aquantia has established an annual bonus program for all of its employees and executives based on the Company’s targets and individual objectives. Your target annual bonus will be Thirty Five Percent (35%) of your base salary; eligibility requirements will be explained in further detail upon your hire. Employees starting employment after January 1st in a plan year will receive a pro-rated incentive, calculated from the date of hire.

Annual Incentive Bonus Plan. With respect to each year during Executive’s employment hereunder, Executive shall be eligible to receive an annual cash incentive bonus (the “Annual Bonus”) pursuant to the terms of the ​ 2014 Annual Incentive Compensation Plan or any successor plan thereto, as it may be amended from time to time (the “Annual Incentive Plan”). Executive’s target incentive opportunity under the Annual Incentive Plan shall be 80% of Base Salary (as at the beginning of the applicable performance period). Executive has been determined by the Committee (as defined in the Annual Incentive Plan) to be a Participant (as defined in the Annual Incentive Plan) under the Annual Incentive Plan, and Executive’s Performance Goals (as defined in the Annual Incentive Plan) shall be determined by the Committee (as defined in the Annual Incentive Plan) in accordance with Section 5 of the Annual Incentive Plan (or the corresponding section of any successor plan). The Annual Bonus for a year (if any) shall be paid to Executive in accordance with Section 6 of the Annual Incentive Plan (or the corresponding section of any successor plan).

Annual Incentive/Bonus Award. The Executive will be eligible for an annual bonus or incentive compensation during the Employment Term and the Extended Employment Term, if any, based upon the bonus and performance standards established by the Board of Directors and as determined, with specific regard to the Executive, each year by the Board of Directors. Payment of any and all incentive/bonus awards are totally at the discretion of the Board of Directors and are not assumed to be a guaranteed component of the Executive’s compensation.

STIP Bonus. “STIP Bonus” means the annual cash bonus paid under the Company’s annual performance bonus program, including any successor or replacement plan or program. A STIP Bonus may be paid under the Target Corporation Executive Officer Cash Incentive Plan, or any successor or replacement plan. STIP Bonus does not include any other type of bonus paid to an Officer, such as a signing or retention bonus.

Equity or Cash Bonus. In addition to his Base Compensation, Executive shall receive an annual bonus equivalent to $300,000, payable at the discretion of the Company’s Board in its sole discretion either in stock options, shares of the Company’s common stock valued at $0.66 per share or a price determined by the Company’s Board (the “Equity Bonus”), or in cash. In the event the bonus is paid as an Equity Bonus, Company shall pay or reimburse Executive for all federal, state and or local tax obligations of Executive resulting from the issuance of the Equity Bonus.

2.4The term “Bonus” means any cash bonus paid under the CBS Corporation Short-Term Incentive Plan and any other comparable annual cash bonus plan sponsored by any Employer.

Discretionary Bonus. For each calendar year during the Employment Period, Executive shall be eligible to receive a discretionary annual bonus subject to the terms of the bonus plan established by the Board (the “Annual Bonus”). As of the Effective Date, the Executive’s annual target bonus opportunity shall be equal to 100% of Base Salary (the “Target Bonus”), based on the achievement of performance goals established by the Board. For the 2018 calendar year, Executive will be eligible for a prorated Annual Bonus determined by multiplying the Annual Bonus (if any) by a fraction, the numerator of which is equal to the number of days Executive works in calendar year 2018 and the denominator of 365.

“Cash Bonus” shall mean the annual cash bonus payable to a Participant under the Company’s Annual Incentive Plan (or such other eligible bonus plans as may be determined by the Company), and excluding sales, special or “one-time” bonuses (as determined by the Company). The term “Cash Bonus” shall refer only to an annual bonus that is payable upon the satisfaction of pre-established organizational or individual performance criteria and that, at the time a Deferral Election is made, is not substantially certain to be paid.

For purposes of this Agreement, “Good Reason” shall mean, without your express written consent, after your Start Date # a material adverse diminution of your position, duties, responsibilities or status with the Company (other than pursuant to the Hire Process Letter), # a reduction in your rate of annual base salary, annual target cash incentive bonus opportunity or annual target long-term incentive opportunity, # any requirement of L3Harris that you be based anywhere more than fifty (50) miles from the L3Harris Palm Bay or [[Address B:Address]] facilities, or # you cease reporting to Christopher Kubasik or Christopher Kubasik is no longer employed by L3Harris as CEO.

You will also be eligible to participate in our discretionary annual bonus program. Your standard bonus opportunity is 40% of your annual base salary. In a typical year, your bonus percent can range from 0% to 80% of your annual base salary depending on Company and individual performance. Bonuses are determined after year-end and are normally paid out in February. Any bonus for 2022 bonus, paid in February 2023, will not be prorated if you begin your employment on or before February 7, 2022.