We are pleased to offer you the position of Chief Operating Officer. Your starting annual base compensation will be $350,000 which will be paid to you through payroll on a semi-monthly basis one pay period in arrears. You will also be eligible to participate in MusclePharm’s Discretionary Bonus Program and are eligible for an annual bonus up to Two Hundred Forty-Five Thousand Dollars ($245,000). Bonus payments on MusclePharm’s Discretionary Bonus Program are paid quarterly up to Sixty-One Thousand Two Hundred Fifty Dollars ($61,250) per quarter and dependent upon the Company’s financial and mutually agreed upon personal KPI goals being met. In this position, you will report into the Company’s CEO.

“Bonus Compensation” means the portion of an Eligible Employee’s Compensation derived from regular incentive programs sponsored by the Company, including the corporate annual bonus and the field management bonus (but excluding spot bonuses, ad hoc bonuses, and other discretionary and non-discretionary bonuses that are not part of a regular incentive program). Bonus Compensation for a Plan Year shall refer to amounts earned with respect to such Plan Year, even if paid after the end of the Plan Year.

You will also be eligible to participate in our discretionary annual bonus program. Your standard bonus opportunity is 40% of your annual base salary. In a typical year, your bonus percent can range from 0% to 80% of your annual base salary depending on Company and individual performance. Bonuses are determined after year-end and are normally paid out in February. Any bonus for 2022 bonus, paid in February 2023, will not be prorated if you begin your employment on or before February 7, 2022.

Annual Incentive Bonus. You will be eligible to receive an annual incentive bonus, under the Company’s Annual Executive Incentive Program or any successor or replacement program, with each year’s Annual Bonus having a target of 100% of your Base Salary (“AEIP Target”), which shall be determined and paid in accordance with the Company’s normal procedures. For the 2020 performance year, you will be eligible for a pro-rated bonus, payable based on Aviation’s actual results relative to the established metrics.

Annual Bonus Opportunity. Employee shall be eligible to receive an annual incentive bonus opportunity under the Company’s annual incentive plan for each calendar year included in the Employment Term during which Employee is an employee of the Company, including for calendar year 2022 a full year annual bonus taking into consideration the above Annual Base Salary with such opportunity to be earned based upon attainment of performance objectives established by the Company Board or a committee thereof ("Annual Bonus"). Employee's target Annual Bonus shall be 110% of the Employee's then current Annual Base Salary and Employee’s maximum Annual Bonus shall be 200% of the Employees’ current target Annual Bonus (the Annual Bonus is referred to as the "Annual Bonus Opportunity"). Employee's Annual Bonus Opportunity may be periodically reviewed and increased by the Company. Employee’s Annual Bonus is subject to any Company policy. If owed pursuant [[Organization A:Organization]] terms of the plan, the Annual Bonus shall be paid no later than the March 15th first following the calendar year to which the Annual Bonus relates. Except as otherwise provided otherwise herein or by the Company Board or a committee thereof, no Annual Bonus shall be paid to Employee unless Employee is employed by the Company or an affiliate thereof, on the last day of the measurement period; provided, however, that Employee shall remain eligible for a pro-rata Annual Bonus based on Employee’s period of employment with the Company during the final year of the Employment Term, if the Employment Term ends prior [[Organization A:Organization]] end of the calendar year by the Company’s decision not to renew the Agreement, or by not offering to renew the agreement on substantially similar terms and conditions;

Target Annual Bonus. The Participant’s target bonus under the Company’s annual incentive plans for the fiscal year in which such Participant’s Date of Termination occurs (or, if no target bonus has been set for such fiscal year, the Participant’s target bonus for the immediately preceding fiscal year).

Annual Bonus Compensation. During the Term, Executive shall be eligible to receive an annual bonus (the “Annual Bonus”) pursuant to the terms and conditions of the Company’s annual incentive plan for executive officers (or any successor thereto). Based upon attainment of performance goals predetermined by the Compensation Committee, Executive shall be entitled to an Annual Bonus payment at a target level of 50% of Executive’s Annual Salary. The Compensation Committee shall review the target annual bonus percentage during the Term and may increase such percentage as it may deem advisable (such target annual bonus, as the same may be increased, the “Target Annual Bonus”).

Cash Bonus. You will be eligible for a discretionary annual bonus of up to 35% of Executive’s Base Salary (the “Annual Bonus”), based on previous year performance. In determining whether to grant a bonus, in its discretion, the Board of Directors of the Company will take into account your performance and milestone achievements. Bonus payments are subject to approval and discretion of the Board of Directors of the Company. Performance objectives will be defined in alignment with the corporate goals. Target annual cash bonus is to be paid within 90 days of the subsequent year. Executive must remain an active employee through the end of any given calendar year in order to earn an Annual Bonus for that year.

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:

Bonus. The Employee shall be eligible for an annual performance bonus (the “Bonus”). The Bonus is a discretionary bonus, payable in either cash compensation or stock option award or a combination of both, at the sole discretion of the Board, that can be modified and is subject to review and annual approval by the Board. The Employee must be employed by the Company on the last day of the fiscal year for which the Bonus is earned. The Bonus will be paid to the Employee no later than March 14th of the year following the year in which the Bonus is earned.