You will be eligible to participate in the CarGurus Annual Incentive Plan, through which you may be eligible to earn a discretionary bonus up to $200,000, less applicable taxes and withholdings. For the current fiscal year, the amount you are eligible to earn under the CarGurus Annual Incentive Plan will be prorated based upon your start date. Whether to grant a bonus, and in what amount, are determinations to be made in the sole discretion of ​ based on a variety of factors, including, but not limited to, your performance and ​’s performance. In order to remain eligible and receive a bonus award, if any, you must be employed by ​ at the time it makes bonus payments to employees for that year. This discretionary bonus is not intended to and shall not be deemed a “wage” under any state or federal wage hour law.

Elimination of Lump Sum Severance for a Good Reason Termination by Cooper due to Failure to be Elected as Chairman. Notwithstanding the provisions of paragraph 4(b) of the Agreement, if Cooper terminates his employment for Good Reason under clause (ii) in the definition of Good Reason in paragraph 4(b) of the Agreement, i.e. because Cooper is not elected Chairman of the Board of Directors of the Company, Cooper shall not be entitled to a lump sum payment equal to three times his Base Salary under the second sentence in paragraph 4(b) of the Agreement or three times his Base Salary and Annual Bonus under the third sentence in paragraph 4(b) of the Agreement, and accordingly shall not be entitled to any Base Salary or Annual Bonus following such termination, except if such termination occurs after the end of the Company's fiscal year but prior to the payment of any Annual Bonus payable to Cooper under the bonus program applicable to such fiscal year, the Company shall pay Cooper the Annual Bonus earned by Cooper under such bonus program when bonuses are paid to other recipients under such bonus program, but not later than 21/2 months after the end of the calendar year in which the termination occurs.

Each year you will be eligible to participate in ​ bonus program at a target rate of 75% of your annual salary. Bonus payout will be based on Company, team and individual performance and will be pro-rated based on hire date.

Bonus. [Sections 2(b)(ii) and 2(b)(iii)])] are replaced in their entirety with the following: “On or before 15 days from the execution of this document you will receive a signing bonus in the amount of $500,000 (before any appropriate and customary payroll deductions). If Executive terminates his employment at any time within three (3) years of the execution of this Amendment, Executive agrees to pay back the net amount (after taxes) of the signing bonus, otherwise Executive shall have no requirement to pay back said signing bonus. Furthermore, if there is a Change of Control, as that term is defined in the Company’s First Lien Credit Agreement dated as of December 20, 2013 (except that an Initial Public Offering of the Company or its affiliates shall not constitute a Change of Control), or if a change in CEO from [[Person B:Person]] to another executive without Executive’s consent, or if a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the consent of the Executive, said signing payback requirement shall immediately cease, and the Non-Compete as described in [section 5(b)] shall immediately cease. In addition to your Base Salary, Executive will be eligible for each of an Annual Bonus and an Annual Incentive Program. Your Annual Bonus will make you eligible for up to $250,000 (before any appropriate and customary payroll deductions) and will be based on company performance criteria as applied to other executives of the Company. Your Annual Incentive Program will entitle you to an annual bonus of $250,000 (before any appropriate and customary payroll deductions). Your Annual Bonus and your Annual Incentive Program (AIP) payment will be paid in the first quarter following the completion of the fiscal year at the same time that the company pays all employees their Incentive Program Bonus and Annual Bonuses.”

Your annual base compensation will be $225,000 less payroll deductions and all required withholdings. You are eligible to participate in Cytek’s Annual Bonus Program. Your target bonus is 30% of your annual base salary. Actual payout is dependent on your performance and company’s overall performance and is subject to the Board of Director’s approval. You will be paid semi-monthly and you will be eligible for the following standard company benefits:

Program Documents. The Program Documents duly executed and delivered by the parties thereto.

Exchange Program. The Administrator may not institute an Exchange Program.

Program Awards. Program Awards will consist of restricted stock units (“RSUs”) awarded under Section 9 of the Plan. An Eligible Director shall be automatically granted a Program Award in the form of RSUs as follows: # in the case of an Eligible Director who is first elected to the Board between annual meetings of stockholders of the Company, on the date of such first election; and # in case of each Eligible Director (including an Eligible Director described in clause (i)) who is elected (including reelected) at an annual meeting of stockholders of the Company, immediately following each such annual meeting.

"Gainsharing Award" means any bonus or other incentive award payable with respect to a Plan Year under any plan that expressly allows deferrals under this Plan, including The Progressive Corporation Gainsharing Plan, The Progressive Capital Management Bonus Plan, The Progressive Capital Management Annual Incentive Plan, The Progressive Corporation Executive Bonus Plan, The Progressive Corporation 2017 Executive Annual Incentive Plan and any other plan or program as may be designated by the Committee.

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.