Company from those in effect immediately prior to a Change in Control or # any reduction in the Participant's annual base salary or any material reduction in the Participant's annual bonus opportunity, annual equity awards or Long-Term Incentive Program awards from the Participant's annual base salary or annual bonus opportunity, annual equity awards or Long-Term Incentive Program awards in effect immediately prior to a Change in Control. Notwithstanding the foregoing, no event shall constitute Good Reason unless the Participant provides the Company with written notice of such event within 60 days after the occurrence thereof and the Company fails to cure or resolve the behavior otherwise constituting Good Reason within 30 days of its receipt of such notice.

a.“Average Compensation” shall mean the aggregate of your highest three years total annual cash compensation paid to you by the Company consisting of # base salaries and # regular year-end cash bonuses paid with respect to the years in which such salaries are paid (the bonus with respect to any such year, however, only to be included in an amount not in excess of 60% of your maximum bonus opportunity for such year), divided by three, provided, however, # if any portion of a bonus is excluded by the parenthetical contained in [clause (ii) above], the total amount excluded will be added to one or both of the other two years included in the calculation as long as the amount so added does not result in a bonus with respect to any year exceeding 60% of your maximum bonus opportunity for such year, # if you have on the date of determination less than three full years of employment, the foregoing calculation, including any adjustment required by [clause (x) above], shall be based on the average base salaries and regular year-end cash bonuses paid to you while so employed. Notwithstanding the foregoing, any base salary paid after December 31, 2009, and any bonus earned (or maximum bonus opportunity for) any period after that date, shall be disregarded.

Executive’s target annual incentive bonus opportunity under the Annual Plan during each full fiscal year during the term hereof shall be one hundred fifty percent (150%) of Executive’s Base Salary in effect at the end of such fiscal year.

You will also be eligible to participate in our annual discretionary performance bonus program. Your standard bonus opportunity is 50% of your annual base salary. In a typical year, your bonus percent can range from 0% to 100% of your annual base salary depending on Company and individual performance. Bonuses are determined after year-end and are normally paid out in February. Contingent on your employment beginning by no later than August 27, 2018, your bonus for 2018 will be guaranteed at $162,500 to be paid in February of 2019.

​ will be paid the following cash bonus based on the annual growth of RoxSan sales. The bonus will be calculated as follow:

“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 time of your Disability”.

Finally, in light of the recent increase in your annual cash bonus opportunity from 100% of your base salary, the Organization and Compensation Committee of our Board of Directors has approved a change in your SERP Agreement to increase the amount of your annual bonus which is includible in “Average Compensation”, as that term is used in your SERP Agreement. A conforming change would also be made in the definition of ‘Total Compensation” for purposes of disability payments. As noted above, the increased portion of your benefit attributable to these changes will be a Covered Benefit under Section 409A.

In each of the fiscal years during the Term, [[Mr. Roberts:Person]] will have the opportunity to earn a Performance Bonus. The Performance Bonus will be an annual incentive award granted under the Company’s 2014 Stock Award and Incentive Plan, subject to the following terms:

the Company will pay Executive a pro-rated annual bonus for the fiscal-year in which the Date of Termination occurs equal to # the amount Executive would have earned, if any, under § 5(b)(i) for the year of termination based on actual financial performance for such fiscal year, times # a fraction, the numerator of which is the number of full months in the fiscal year preceding the Date of Termination and the denominator of which is twelve (12); provided that such bonus shall be paid only if the pre-established performance targets are in fact certified by the Committee to have been met, and such bonus shall be paid in a single lump sum cash payment no later than two and one-half (2½) months after the end of the fiscal year in which the bonus is earned; provided further that if Executive terminates employment pursuant to § 7(c)(ii) upon a reduction in Executive’s Target Bonus Opportunity, such prorated bonus shall be calculated based on Executive’s Target Bonus Opportunity as in effect immediately prior to such reduction in Executive’s Target Bonus Opportunity; and

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));