The following annual cash fees shall be paid to the Outside Directors serving on the Board of Directors and the Audit Committee, Compensation Committee and Nominating and Governance Committee, as applicable.

The following annual cash fees shall be paid to the Outside Directors serving on the Board and the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, as applicable, provided that each non-employee director who receives cash fees as a committee member qualifies as an independent director pursuant to the definition promulgated by the Nasdaq Stock Market.

The following annual cash fees shall be paid to the Outside Directors serving on the Board and the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, as applicable, provided that each non-employee director who receives cash fees as a committee member qualifies as an independent director pursuant to the definition promulgated by the Nasdaq Stock Market.

Annual Fees. In partial consideration of the rights and licenses granted to Licensee under this Agreement, Licensee shall pay Licensor annual fees of $100,000,000, which shall be payable as follows: # $20,000,000 on the second anniversary of the Effective Date; # $20,000,000 on the third anniversary of the Effective Date; # $20,000,000 on the fourth anniversary of the Effective Date; # $20,000,000 on the fifth anniversary of the Effective Date; and # $20,000,000 on the sixth anniversary of the Effective Date. In the event of termination of the Agreement prior to the second anniversary of the Effective Date, Licensee shall pay Licensor any unpaid amounts recited in # within ​ of such termination. In the event of a Change of Control and to the extent that payments (i), (ii), (iii), (iv) and/or # above have not been received by Licensor from Licensee, Licensee shall pay Licensor any such unpaid amounts recited in (i), (ii), (iii), (iv) or (v))] (subject to adjustments in amounts due for any terminated Fields in accordance with Section 6.6.6, provided such termination is effective prior to the Change of Control) within ​ of the Change of Control.

Annual Fees. Each Non-Employee Director will be eligible to receive the following annual fees for service as # a member of the Board and # a member or chairperson of a committee of the Board (“Committee”) set forth below, as applicable, to be paid on a quarterly basis in the form of annual retainers:

Annual Cash Bonus. If you remain employed through the date that annual bonuses are paid by the Company, you will be eligible to participate in the Company’s discretionary annual bonus program with your annual target bonus opportunity equal to seventy percent (70%) of base salary, which may be prorated according to your start date for Fiscal Year 2021. The Compensation Committee (the “Committee”) of the Board of Directors of Holdings (the “Board”) will determine the amount of your award based on its assessment of a number of factors including Company and individual performance, in consultation with the CEO.

Annual Cash Compensation. The term “Annual Cash Compensation” shall mean the sum of # the Executive’s Annual Base Salary (determined as of the time of the Change in Control of the Company or, if higher, immediately prior to the date the Notice of Termination is given) plus # an amount equal to the Executive’s annual cash incentive target bonus for the fiscal year in which the Termination Date occurs (the aggregate amount set forth in clause (i) and clause (ii) shall hereafter be referred to as the “Annual Cash Compensation”).

Annual Cash Bonus. During the term of employment, Executive shall be eligible to participate under the Company’s annual incentive program for executive officers, as in effect and from time to time adopted by the Board (the “Incentive Plan”) for the award of an annual cash bonus (“Annual Cash Bonus”). The Annual Cash Bonus shall be determined based on a target bonus equal to 100% of Base Salary (the “Target Bonus”). Payment of the Annual Cash Bonus, if any, shall be made pursuant to the terms and conditions of the Incentive Plan.

Annual Cash Bonus. For each fiscal year during the Employment Period, the Executive shall be paid an annual bonus of # three-eighths of one percent (.375%) of the Company’s Adjusted EBITDA up to the Threshold (as hereinafter defined), with no minimum Adjusted EBITDA required for this portion of the annual bonus to accrue and become payable; plus # three-quarters of one percent (.75%) of the Company’s Adjusted EBITDA in excess of Ten Million Dollars ($10,000,000), with no maximum cap on this portion of the annual bonus payable based upon the Company’s Adjusted EBITDA ((a) and (b), collectively, the “Annual Cash Bonus”). The Annual Cash Bonus shall be determined at the end of each fiscal year of the Company in accordance with generally accepted accounting principles, as in effect from time to time in the United States of America, consistently applied. In addition, subject to the approval of the non-management members of the Board, the threshold shall initially be set at Ten Million Dollars ($10,000,000) as set forth in [subsections (a) and (b)])] above (the “Threshold”) and shall be subject to adjustment in accordance with the following:

Annual Cash Incentive. Executive shall be eligible to earn a bonus each year in an amount to be determined pursuant to the annual bonus program approved by the Committee and then in effect (the "Annual Bonus"). Executive's target Annual Bonus amount shall be not less than 100% of Executive's Base Salary, but the actual amount earned and paid pursuant to Executive's Annual Bonus for any year may be an amount less than, greater than, or the same as the target amount. Any Annual Bonus shall be paid to Executive in cash (subject to normal withholding and payroll deductions) within 120 days following the end of the fiscal year in which such Annual Bonus shall be earned and in any event within the short-term deferral period specified in Treas. Reg. §1.409(b)(4) (i.e., later of the 15th day of the third month following the end of the calendar year or the 15th day of the third month following the end of the Company's taxable year).”