Annual Incentive Plans. The Corporation shall pay to the Executive, in cash, in a lump sum, on the Payment Date, a payment equal to: # two times the average of the annual bonuses paid to the Executive by the Corporation in respect of the three complete fiscal years of the Corporation immediately preceding the Effective Date (or, for any such complete fiscal year for which the Executive was not paid an annual bonus, the Executive’s target bonus as in effect immediately prior to the Effective Date) (the “Average Bonus”), plus # if the Date of Termination is not the last day of a fiscal year, a prorated bonus payment equal to the Average Bonus multiplied by a fraction, the numerator of which is the number of days which have elapsed in the fiscal year in which the Date of Termination occurs and the denominator of which is the total number of days in such fiscal year.

Annual Incentive Plans. The Corporation shall pay to the Executive, in cash, in a lump sum, on the Payment Date, a payment equal to: # two times the average of the annual bonuses paid to the Executive by the Corporation in respect of the three complete fiscal years of the Corporation immediately preceding the Effective Date (or, for any such complete fiscal year for which the Executive was not paid an annual bonus, the Executive’s target bonus as in effect immediately prior to the Effective Date) (the “Average Bonus”), plus # if the Date of Termination is not the last day of a fiscal year, a prorated bonus payment equal to the Average Bonus multiplied by a fraction, the numerator of which is the number of days which have elapsed in the fiscal year in which the Date of Termination occurs and the denominator of which is the total number of days in such fiscal year.

Annual Incentive Plans. The Corporation shall pay to the Executive, in cash, in a lump sum, on the Payment Date, a payment equal to the greater of # two times the Executive’s target bonus as of the Date of Termination or # two times the average of the annual bonus paid to the Executive by the Corporation in respect of the three complete fiscal years of the Corporation immediately preceding the Effective Date (for any such complete fiscal year for which the Executive was not eligible for an annual bonus, the Executive’s target bonus as in effect immediately prior to the Effective Date) ((i) or (ii), the “Applicable Bonus”).

Incentive Plans. You shall not be eligible to participate in or receive any new awards with respect to any annual and long-term incentive plans or programs during the Renewed Employment Period; provided, however, that you will remain eligible for payment related to the bonus for the 2020 Award Year pursuant to the terms and conditions of the Company’s Annual Incentive Plan. You will also remain eligible for continued vesting and settlement of outstanding equity awards granted under the Company’s 2019 Long-Term Incentive Plan and 2014 Long-Term Incentive Plan (the “LTI Plans”), pursuant to the terms and conditions of the applicable award agreements and LTI Plans.

During the Term, Executive will not receive any new grants of long-term incentive (“LTI”) awards. During the Term, or if Executive’s employment is terminated sooner pursuant to Section 4, until such termination, Executive will continue to vest in LTI awards previously granted to Executive under the Company’s stock incentive plans (each, a “Plan,” and collectively, the “Plans”) in accordance with, and subject to the terms of, the terms of those Plans and any applicable agreements.

Executive will be entitled to a long-term incentive (“LTI”) grant in January 2020 (the “January 2020 LTI Grant”) the target LTI dollar value of which will be equal to 100% of Executive’s aggregate LTI target dollar grant in January 2019, and will vest, if at all, only after a three-year performance period. Following that award, Executive will not receive any other new grants of LTI awards. During the Term, or if Executive’s employment is terminated sooner pursuant to Section 4, until such termination, Executive will continue to vest in the 2020 LTI Grant and LTI awards previously granted to Executive under the Company’s stock incentive plans (each, a “Plan,” and collectively, the “Plans”) in accordance with, and subject to the terms of, the terms of those Plans and any applicable agreements.

During the Term, or if Executive’s employment is terminated sooner pursuant to Section 4, until such termination, Executive will continue to vest in stock options and performance share units (“PSUs”) previously granted to Executive under the Company’s stock incentive plans in accordance with the terms of those plans and any applicable agreement.

Pursuant to the Stock Incentive Plan, the Executive shall receive, effective as of the Effective Date, a one-time initial award (the "Initial LTIP Grant") of RSRs and PSUs comprised of the following:

Annual Incentive. You will be eligible to participate in the Company’s Executive Incentive Plan (the “EIP”) as in effect from time to time. Under the EIP, you will have the opportunity to earn an annual target cash bonus of 75% of your Base Salary (or such other percentage as the Holding Company Board or a committee thereof may establish from time to time), in accordance with the terms thereof, based upon your achievement of applicable performance objectives as determined in the sole discretion of the Holding Company Board (or a committee thereof). Your annual bonus, to the extent earned under the EIP, will be paid not later than March 31 of the fiscal year following the fiscal year of performance. You will not be entitled to a bonus for any particular year unless you are employed on the date such bonus is paid (unless otherwise provided herein or in the EIP).

Annual Incentive. Beginning in 2018, Executive shall be eligible to earn an annual bonus (the “Performance Bonus”) pursuant to the Company’s annual Executive Performance Bonus Plan (or a successor plan) with a target annual bonus equal to one hundred percent (100%) of Base Salary. The actual earned cash incentive payable to Executive for any performance period will depend on the extent to which applicable performance goals set by the Compensation Committee are achieved, as determined by the Compensation Committee in its sole discretion. No amount of Performance Bonus is guaranteed, and Executive must be an employee on the Performance Bonus payment date to be eligible to receive a Performance Bonus for such bonus period; no partial or prorated bonuses will be provided. The Performance Bonus, if earned, will be paid no later than March 15 of the calendar year after the applicable bonus year. For fiscal year 2017, Executive shall be eligible for a Performance Bonus in the target amount of $550,000, prorated for Executive’s dates of employment during 2017, and determined in the sole discretion of the Board or the Compensation Committee of the Board based on Executive’s performance in 2017.