a reduction in the rate of your annual base salary or target annual cash bonus, or a material reduction in your total compensation;

a reduction of the Employee’s base salary or target annual cash incentive bonus percentage.

the Company in its sole discretion. Consistent therewith, the Compensation Committee of the Board (the “Compensation Committee”) will determine in its sole discretion Executive’s target bonus opportunity and the criteria for earning such bonus, as well as Executive’s achievement of such criteria, and the amount of the Annual Bonus earned and payable to Executive for such year. Notwithstanding the foregoing, the target bonus opportunity for 2023 shall not be less than 15% of Base Salary. Any Annual Bonus that is earned and becomes payable pursuant to this [Section 3(b)] will be paid no later than March 31st of the calendar year immediately following the calendar year to which the Annual Bonus relates. Executive must remain employed by the Company through December 31 of the applicable calendar year to be eligible to earn an Annual Bonus for such year; provided, however, that if the Employment Term ends prior to December 31 by reason of either termination by Executive for Good Reason or by the Company’s At-Will Termination, the Annual Bonus for such partial calendar year shall be prorated on a weekly basis for his period of employment in such year, however, the Annual Bonus will be paid on March 31 the following calendar year regardless of the termination date. The determinations of the Compensation Committee with respect to the Annual Bonus will be final and binding unless there is direct evidence that the determination was in violation of the terms and provision of this [Section 3(b)] or the applicable program, plan or arrangement.

You will be eligible for an annual bonus opportunity of $100,000. Such bonus will be payable annually, measured based on objectives mutually agreed upon between you and your manager from time to time, and subject to Rapid7’s standard Variable Compensation Plan. You must be employed by the Company on the last day of the applicable year to be eligible to earn any annual bonus. Any earned bonus will be paid not later than March 15 of the year following the year of performance.

If you decide to join us, your annual base salary will be $275,000.00, payable semi-monthly in accordance with the Company’s normal payroll procedures and subject to the usual, required withholdings. Your annual bonus opportunity will be targeted at $55,000, provided that in the first year of employment, the company guarantees $25,000 of your targeted bonus opportunity, subject to your continued employment through the first year of employment. Except with respect to the guaranteed portion of your bonus, your bonus if any will be subject to the achievement of performance objectives and/or other criteria as determined by the Company in its sole discretion. Any bonus payable to you will be subject to the usual, required withholdings, and will be paid no later than March 15 of the calendar year following the calendar year in which the bonus is earned by you.

Eligibility for 2015 Annual Bonus. Employee will be eligible to receive a cash bonus under the terms and conditions of the Company’s 2015 Bonus Plan, as provided pursuant to [Section 3.2] of the Employment Agreement. The amount of any cash bonus that is awarded to Employee for the 2015 calendar year shall be determined by the Compensation Committee.

Bonus. In addition to Employee’s salary as provided in [Section 3.1], Employee shall be entitled to an annual cash and/or incentive plan bonus computed based upon the earnings of REX American Resources Corporation (“REX”) (the “Bonus”).

Further, you will be eligible to receive a one-time bonus payment as set forth below, which we expect will be paid concurrent with any annual bonus compensation paid under the Company’s annual cash incentive program and will be less applicable deductions and tax withholdings:

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”).

“Average Bonus” means the average annual bonus paid to the Executive over the three most recently-completed fiscal years of the Company or, if the Executive has not been employed with the Company for three full fiscal years then, as applicable, either (a) the average of the annual bonuses awarded for all full years he was employed with the Company prior to the year of termination or (b) if employed with the Company for less than one year, the target Bonus for the year of termination or, if no target Bonus has been established as of the applicable date, the Base Salary multiplied by the Target Opportunity.