Annual Incentive. In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, annual incentive compensation in cash (the “Annual Incentive Award”) at least equal to the higher of # the Executive’s target annual incentive award under the Company’s Management Committee and Shared Services Incentive Compensation Plan, or any comparable plan in which the Executive is eligible to participate, or any predecessor or successor plan thereto (the “Annual Incentive Plan”), for the fiscal year in which the Effective Date occurs as in effect immediately prior to the Effective Date (or if no target has been established, the target annual incentive award in effect for the most recently completed fiscal year prior to the Effective Date, (the “Target Annual Incentive Award”), and # the average of the annual incentive awards earned under the Annual Incentive Plan for the last three full fiscal years prior to the Effective Date (or for such lesser number of full fiscal years prior to the Effective Date for which the Executive was eligible to earn such an award, and annualized in the case of any pro rata award earned for a partial fiscal year), in each case, including any award or portion thereof that has been earned but deferred or paid in the form of Company common stock or equity awards, plus any additional discretionary annual incentive compensation awarded for a fiscal year of the Company and the Affiliated Entities at the time annual incentive awards are determined (such amount, the “Recent Annual Incentive Award”). Each such Annual Incentive Award shall be paid no later than two and a half months after the end of the fiscal year for which the Annual Incentive Award is awarded, unless the Executive shall elect to defer the receipt of such Annual Incentive Award pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Annual Incentive.Bonus. In addition to the Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall be awarded,shall, for each fiscal year ending during the Employment Period, be entitled to an annual incentive compensation in cash bonus (the “Annual Incentive Award”"Annual Bonus") opportunity equal to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded to other peer executives of the Company and its Affiliated Companies, but at least equal to the higher of # the Executive’s targetpercentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or # the average percentage of his annual base salary (as in effect for the applicable years) that was paid or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive award undercompensation) for each of the Company’s Management Committee and Shared Services Incentive Compensation Plan, or any comparable plan in which the Executive is eligible to participate, or any predecessor or successor plan thereto (the “Annual Incentive Plan”), forthree fiscal years immediately preceding the fiscal year in which the Effective Date occurs as(or, if higher, for each of the three fiscal years immediately preceding the fiscal year in effect immediately prior towhich a Change of Control occurs, if a Change of Control occurs following the Effective Date (or if no target has been established,Date). For the targetpurposes of any calculation required to be made under [clause (ii)] of the preceding sentence, an annual incentive award in effectbonus shall be annualized for the most recently completedany fiscal year priorconsisting of less than twelve full months or with respect to the Effective Date, (the “Target Annual Incentive Award”), and # the average of the annual incentive awards earned under the Annual Incentive Plan for the last three full fiscal years prior to the Effective Date (or for such lesser number of full fiscal years prior to the Effective Date for which the Executive was eligible to earn such an award,employed for, and annualized in the case of any pro rata award earned for a partial fiscal year), in each case, including any award or portion thereof that has been earned but deferred or paid in the form of Company common stock or equity awards, plus any additional discretionaryreceived pro-rated annual incentive compensation awardedwith respect to, less than the full twelve months, and, if the Executive has not been employed for a fiscal yearthe full duration of the Company andthree fiscal years immediately preceding the Affiliated Entities atyear in which the time annual incentive awards are determined (such amount,Effective Date occurs, the “Recent Annual Incentive Award”).average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Incentive AwardBonus shall be paid no later than two and a half months after the end of the second month of the fiscal year next following the fiscal year for which the Annual Incentive AwardBonus is awarded, unless the Executive shall electotherwise elects to defer the receipt of such Annual Incentive Award pursuant to an arrangementBonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that meets the requirements ofcomplies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The foregoing provisions of this paragraph # shall be qualified by the following terms and conditions.

Annual Incentive.Bonus. In addition to the Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall be awarded, for each fiscal year ending during the Employment Period,Period an annual incentive compensation in cash bonus (the “Annual Incentive Award”"Annual Bonus") equal to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded to other peer executives of the Company and its Affiliated Companies, but at least equal to the higher of # the Executive’s targetpercentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or # the average percentage of his annual base salary (as in effect for the applicable years) that was paid or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive award undercompensation) for each of the Company’s Management Committee and Shared Services Incentive Compensation Plan, or any comparable plan in which the Executive is eligible to participate, or any predecessor or successor plan thereto (the “Annual Incentive Plan”), forthree fiscal years immediately preceding the fiscal year in which the Effective Date occurs as(or, if higher, for each of the three fiscal years immediately preceding the fiscal year in effect immediately prior towhich a Change of Control occurs, if a Change of Control occurs following the Effective Date (or if no target has been established,Date). For the targetpurposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual incentive award in effectbonus shall be annualized for the most recently completedany fiscal year priorconsisting of less than twelve full months or with respect to the Effective Date, (the “Target Annual Incentive Award”), and # the average of the annual incentive awards earned under the Annual Incentive Plan for the last three full fiscal years prior to the Effective Date (or for such lesser number of full fiscal years prior to the Effective Date for which the Executive was eligible to earn such an award,employed for, and annualized in the case of any pro rata award earned for a partial fiscal year), in each case, including any award or portion thereof that has been earned but deferred or paid in the form of Company common stock or equity awards, plus any additional discretionaryreceived pro-rated annual incentive compensation awardedwith respect to, less than the full twelve months, and, if the Executive has not been employed for a fiscal yearthe full duration of the Company andthree fiscal years immediately preceding the Affiliated Entities atyear in which the time annual incentive awards are determined (such amount,Effective Date occurs, the “Recent Annual Incentive Award”).average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Incentive AwardBonus shall be paid no later than two and a half months after the end of the second month of the fiscal year next following the fiscal year for which the Annual Incentive AwardBonus is awarded, unless the Executive shall electotherwise elects to defer the receipt of such Annual Incentive Award pursuant to an arrangementBonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that meets the requirements ofcomplies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The foregoing provisions of this paragraph # shall be qualified by the following terms and conditions. If # as of the end of any fiscal year during the Employment Period the Executive is a “Covered Employee” as defined in Code Section 162(m), (B) Code Section 162(m) remains in effect as of the end of such fiscal year and as of such date is applicable to the payment of an Annual Bonus for such fiscal year and # the Executive participated for such fiscal year in an Annual Incentive Plan (as hereinafter defined), the Annual Bonus for such fiscal year shall be paid to the Executive pursuant to the Annual Incentive Plan, rather than in accordance with the first four sentences of this paragraph (b), in the amount, at the time and upon the other terms and conditions specified in such Annual Incentive Plan; provided, however, that if a Change of Control occurs before such payment is made, the Executive shall be paid, in lieu of such amount and on the date on which such Change of Control occurs, as follows: # as the Annual Bonus for such fiscal year, an amount equal to the greater of # the maximum amount payable to the Executive under the Annual Incentive Plan for such fiscal year assuming achievement thereunder of the Corporate Performance Objective (as hereinafter defined) for such fiscal year and # the maximum amount payable in accordance with the first four sentences of this paragraph (b) and (B) as Annual Bonuses for all prior fiscal years ended during the Employment Period, an amount equal to the aggregate amount, if any, by which the maximum amount otherwise payable in accordance with the first four sentences of this paragraph # for all such prior fiscal years exceeds the aggregate amount of all Annual Bonuses previously paid to the Executive for such prior fiscal years pursuant to the Annual Incentive Plan or otherwise under this paragraph (b). If, as of the end of any fiscal year for which an Annual Bonus is payable pursuant to this paragraph (b), the Executive is not, and at any time during the three full fiscal years preceding such date was not, a “Covered Employee” as defined in [Section 162(m)], the Executive shall be paid the Annual Bonus for such fiscal year in accordance with the first four sentences of this paragraph (b); provided, however, that the amount of the Annual Bonus so paid to the Executive shall be reduced by the amount, if any, of the annual cash bonus paid to the Executive for such fiscal year pursuant to an Annual Incentive Plan. For purposes of this paragraph (b), “Annual Incentive Plan” means an annual cash incentive compensation plan of the Company that # is intended to result in, and, in the opinion of a nationally reputable law firm having significant experience with Code Section 162(m), does result in, the payment of qualified performance-based compensation for purposes of Code Section 162(m) (assuming solely for this purpose achievement of the Corporate Performance Objective to which the payment of such compensation is subject), # conditions the payment of all compensation pursuant thereto on the achievement of a Corporate Performance Objective that is generally applicable to all participants in such plan, and # is administered, and includes a Corporate Performance Objective that is selected, in a manner that is consistent in all material respects with past practice as applied to the most recent annual cash incentive compensation plan of the Company that was in effect prior to the date of this Agreement (December 31, 2009) for which the applicable Corporate Performance Objective was achieved. For purposes of this Agreement, the “Corporate Performance Objective” to which any payment of compensation is subject shall mean the objective performance objective which is selected and established by the Compensation Committee of the Board for purposes of making such payment fully deductible for federal income tax purposes pursuant to Code Section 162(m).

Annual Incentive. In addition toIncentive Compensation. During the Annual Base Salary, theEmployment Period, Executive shall be awarded,eligible to participate in an annual cash bonus program maintained for senior executive officers of the Company (the “Annual Incentive Program” or the “Plan”), with a minimum target annual bonus equal to 75% of Base Salary (the “Target Bonus”) for each fiscal year ending during the Employment Period, annual incentive compensation in cash (the “Annual Incentive Award”) at least equal to the higher of # the Executive’s target annual incentive award under the Company’s Management Committee and Shared Services Incentive Compensation Plan, or any comparable planPeriod in which Executive participates in the Executive is eligibleAnnual Incentive Program; provided, however, that any bonus related to participate, or any predecessor or successor plan thereto (the “Annual Incentive Plan”),calendar year 2016 # shall be prorated for the fiscal year in whichperiod between the Effective Date occursand December 31, 2016, and # shall not be less than the full amount of the bonus for the prorated period, as calculated per the terms of the Company’s existing Performance Bonus Plan. The actual amount of the annual bonus earned by and payable to Executive for any year or portion of a year, as applicable, shall be determined upon the satisfaction of goals and objectives established by the Compensation Committee pursuant to the Plan, and shall be subject to such other terms and conditions of the Annual Incentive Program as in effect immediately priorfrom time to the Effective Date (or if no target has been established, the target annual incentive awardtime, provided that all awards shall be designed in effect for the most recently completed fiscal year prior to the Effective Date, (the “Target Annual Incentive Award”), and # the average ofa manner such that the annual incentive awards earned underbonus will be treated as “qualified performance-based compensation” within the Annual Incentive Plan for the last three full fiscal years prior to the Effective Date (or for such lesser number of full fiscal years prior to the Effective Date for which the Executive was eligible to earn such an award, and annualized in the case of any pro rata award earned for a partial fiscal year), in each case, including any award or portion thereof that has been earned but deferred or paid in the form of Company common stock or equity awards, plus any additional discretionary annual incentive compensation awarded for a fiscal year of the Company and the Affiliated Entities at the time annual incentive awards are determined (such amount, the “Recent Annual Incentive Award”). Each such Annual Incentive Award shall be paid no later than two and a half months after the end of the fiscal year for which the Annual Incentive Award is awarded, unless the Executive shall elect to defer the receipt of such Annual Incentive Award pursuant to an arrangement that meets the requirementsmeaning of Section 409A162(m) of the Internal Revenue Code of 1986,Code, as amended (the “Code”). Each bonus paid under the Annual Incentive Program shall be paid to Executive no later than March 15th of the calendar year following the calendar year for which the bonus is earned.

Annual Incentive.Bonus. In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual incentive compensationbonus in cash (the “Annual Incentive Award”) at least equal to the higherhighest cash bonus paid to the Executive by the Company and its affiliated companies in respect of # the Executive’s target annual incentive award under the Company’s Management Committee and Shared Services Incentive Compensation Plan, or any comparable plan inten fiscal years (or such shorter period during which the Executive is eligible to participate, or any predecessor or successor plan thereto (the “Annual Incentive Plan”), forhas been employed by the Company) immediately preceding the fiscal year in which the Effective Date occurs as in effect immediately prior to the Effective Date (or if no target has been established, the target annual incentive award in effect(annualized for the most recently completedany fiscal year priorduring such period consisting of less than twelve full months or with respect to the Effective Date, (the “Target Annual Incentive Award”), and # the average of the annual incentive awards earned under the Annual Incentive Plan for the last three full fiscal years prior to the Effective Date (or for such lesser number of full fiscal years prior to the Effective Date for which the Executive was eligible to earn such an award, and annualized in the case of any pro rata award earned for a partial fiscal year), in each case, including any award or portion thereof that has been earned but deferred or paid in the form of Company common stock or equity awards, plus any additional discretionary annual incentive compensation awarded for a fiscal year ofemployed by the Company andfor less than twelve full months) (referred to herein as the Affiliated Entities at the time annual incentive awards are determined (such amount, the “Recent Annual Incentive Award”"Annual Bonus"). Each such Annual Incentive AwardBonus shall be paid no later than two and a half months after the end of the third month of the fiscal year next following the fiscal year for which the Annual Incentive AwardBonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Incentive Award pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Bonus.

Annual Incentive.Bonus. In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual incentive compensationbonus (the “Annual Bonus”) in cash (the “Annual Incentive Award”) at least equal to the higher of # the Executive’s target annual incentive awardbonus under the Company’s Management Committee and Shared ServicesAnnual Incentive Compensation Plan,Bonus Program, or any comparable plan in which the Executive is eligible to participate, orbonus under any predecessor or successor plan thereto (the “Annual Incentive Plan”),plan, for the fiscal year in which the EffectiveChange of Control Date occursoccurs, which shall be calculated as in effect immediatelyfollows: # the target bonus percentage as established by the Board prior to the EffectiveChange of Control Date (or if no target has been established, the target annual incentive award in effect for the most recently completed fiscal year in which the Change of Control Date occurs, multiplied by # the Executive’s Annual Base Salary (the “Recent Annual Bonus”). In the event that, prior to the EffectiveChange of Control Date, (the “Target Annual Incentive Award”), and # the average ofExecutive’s target bonus percentage has not been established by the annual incentive awards earnedBoard under the Annual Incentive PlanBonus Program or any comparable bonus under any predecessor or successor plan, then for purposes of this Agreement, the Executive’s Recent Annual Bonus shall be calculated by using the target bonus percentage for the last three full fiscal years prior to the Effective Date (or for such lesser number of full fiscal years prior to the Effective Date for which the Executive was eligible to earn such an award, and annualizedother executives in the caseExecutive’s peer group (determined based on title, responsibilities and duties) who are parties to a Key Employee Change of any pro rata award earned for a partial fiscal year), in each case, including any award or portion thereof that has been earned but deferred or paid inControl Contract with the form of Company common stock or equity awards, plus any additional discretionary annual incentive compensation awarded for a fiscal year of the Company and the Affiliated Entities at the time annual incentive awards are determined (such amount, the “RecentCompany. Such Annual Incentive Award”). Each such Annual Incentive AwardBonus shall be paid no later than two and a half months afterJanuary 31 of the end offiscal year next following the fiscal year for which the Annual Incentive AwardBonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Incentive Award pursuant to an arrangementBonus in accordance with procedures established by the Company that meetscomply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).