The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any Outside Director in a calendar year period shall not exceed $750,000 (or such other limit as may be set forth in [Section 3(b)] of the 2015 Plan or any similar provision of a successor plan). For this purpose, the “amount” of equity compensation paid in a calendar year shall be determined based on the grant date fair value thereof, as determined in accordance with ASC 718 or its successor provision, but excluding the impact of estimated forfeitures related to service-based vesting conditions.

Annual Bonus Compensation. In addition to the Base Salary, Employee will be eligible to receive an incentive bonus (the “Bonus”) at an initial target for 2020 of 60% of his Base Salary (the “Target Bonus”).

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 Compensation Adjustments. During the Employment Period, the Board of Directors of the Company (or an appropriate committee thereof) will consider and appraise, at least annually, the contributions of the Executive to the Company, and in accordance with the Company’s practice prior to the Change in Control of the Company, due consideration shall be given to the upward adjustment of the Executive’s Annual Base Salary, at least annually, # commensurate with increases generally given to other executives of the Employer of comparable status and position to the Executive, and # as the scope of the Company’s operations or the Executive’s duties expand.

Annual Compensation Adjustments. During the Employment Period, the Board of Directors of the Company (or an appropriate committee thereof) will consider and appraise, at least annually, the contributions of the Executive to the Employer, and in accordance with the Company’s practice prior to the Effective Date, due consideration shall be given, at least annually, to the upward adjustment of the Executive’s Annual Base Salary # commensurate with increases generally given to other executives of the Company and its Affiliates of comparable status and position to the Executive, and # as the scope of the Company’s operations or the Executive’s duties expand.

Annual Cash Compensation. The term “Annual Cash Compensation” shall mean the sum of # the Executive’s Annual Base Salary, plus # the highest of # the highest annual bonus or incentive compensation award earned by the Executive under any cash bonus or incentive compensation plan of the Company or any of its Affiliates during the three complete fiscal years of the Company immediately preceding the Termination Date or, if more favorable to the Executive, during the three complete fiscal years of the Company immediately preceding the Effective Date; # the Executive’s bonus or incentive compensation Targeted Bonus for the fiscal year in which the Termination Date occurs; or # the highest average annual bonus and/or incentive compensation earned during the three complete fiscal years of the Company immediately preceding the Termination Date (or, if more favorable to the Executive, during the three complete fiscal years of the Company immediately preceding the Effective Date) under any cash bonus or incentive compensation plan of the Company or any of its Affiliates by the group of executives of the Company and its Affiliates participating under such plan during such fiscal years at a status or position comparable to that at which

Annual Bonus Compensation. The Executive will be eligible to participate in the Company’s annual incentive plan (“Incentive Plan”), which provides Executives bonus compensation based upon Company, team and individual goals. Payments under the Incentive Plan are made in a combination of cash and equity as approved by the Compensation Committee of the Board. . The Executive’s target annual bonus percentage for each calendar year shall be as set forth on Exhibit A. Executive acknowledges and agrees that: # the Board sets the annual bonus pool and the size of the pool determines any adjustments to bonus targets for all Executives for that calendar year and # any such annual bonus compensation shall be entirely within the discretion of the CEO and the Compensation Committee of the Board based upon the achievement of goals (including without limitation corporate, team and individual goals) and other discretionary factors as determined by the Board and/or the Compensation Committee of the Board after consultation with the CEO. Except as specifically set forth in this Agreement, Executive shall not be eligible to be considered for, or to receive, an annual bonus for any calendar year unless he remains employed with the Company through completion of the audit for such calendar year. If Executive is terminated with Cause or resigns without Good Reason, he shall not be entitled to receive any annual bonus, even if a determination to award the Executive an annual bonus has previously been made but such annual bonus has not yet paid.

Annual Compensation Adjustments. During the Employment Period, the Board of Directors of the Company (or an appropriate committee thereof) will consider and appraise, at least annually, the contributions of the Executive to the Employer, and in accordance with the Company’s practice prior to the Effective Date, due consideration shall be given, at least annually, to the upward adjustment of the Executive’s Annual Base Salary # commensurate with increases generally given to other executives of the Company and its Affiliates of comparable status and position to the Executive, and # as the scope of the Company’s operations or the Executive’s duties expand.

Annual Cash Compensation. The term “Annual Cash Compensation” shall mean the sum of # the Executive’s Annual Base Salary, plus # the highest of # the highest annual bonus or incentive compensation award earned by the Executive under any cash bonus or incentive compensation plan of the Company or any of its Affiliates during the three complete fiscal years of the Company immediately preceding the Termination Date or, if more favorable to the Executive, during the three complete fiscal years of the Company immediately preceding the Effective Date; # the Executive’s bonus or incentive compensation Targeted Bonus for the fiscal year in which the Termination Date occurs; or # the highest average annual bonus and/or incentive compensation earned during the three complete fiscal years of the Company immediately preceding the Termination Date (or, if more favorable to the Executive, during the three complete fiscal years of the Company immediately preceding the Effective Date) under any cash bonus or incentive compensation plan of the Company or any of its Affiliates by the group of executives of the Company and its Affiliates participating under such plan during such fiscal years at a status or position comparable to that at which

Annual Bonus Compensation. In addition to the Base Salary, Employee will be eligible to receive an incentive bonus (the “Bonus”) at an initial target of sixty percent (60%) of his Base Salary (the "Target Bonus").