Annual Performance Bonus. Executive shall be eligible to receive an annual cash bonus (the “Annual Performance Bonus”), with the target amount of such Annual Performance Bonus equal to forty-five percent (45%) of Executive’s Base Salary in the year to which the Annual Performance Bonus relates, provided that the actual amount of the Annual Performance Bonus may be greater or less than such target amount. The Annual Performance Bonus shall be based on both corporate and individual performance objectives to be established by the Board of Directors of the Parent Company or an appropriate committee thereof by no later than March 1st of the applicable bonus year (the “Performance Objectives”). Whether and to what extent the Performance Objectives have been achieved and the amount of any Annual Performance Bonus payable hereunder shall be determined by the Board of Directors of the Parent Company (or an appropriate committee thereof) in its sole and absolute discretion. Executive must be employed by Company on the date on which the Annual Performance Bonus is paid in order to be eligible for, and to be deemed as having earned, such Annual Performance Bonus. The Company shall deduct from the Annual Performance Bonus all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates.

Annual Performance Bonus. The Executive shall be eligible to receiveearn an annual cash incentive bonus (the “Annual Performance“Performance Bonus”), with the target amount of such Annual Performance Bonus equal to forty-five percent (45%) of not less than 55% of the Executive’s then effective Base Salary (each, a “Performance Bonus Target”), subject in the year to which the Annual Performance Bonus relates, provided that the actual amount of the Annual Performance Bonus may be greater or less than such target amount. The Annual Performance Bonus shall be based on both corporateall respects ​ terms and individual performance objectives to beconditions established by the Board of Directors of the Parent Company or an appropriate committee thereof by no later than March 1st of the applicable bonus year (the “Performance Objectives”). Whether and to what extent the Performance Objectives have been achieved and the amount of any Annual Performance Bonus payable hereunder shall be determined by the Board of Directors of the Parent Company (or an appropriate committee thereof) in its sole and absolute discretion. Executive must be employed by Company on the date on which the Annual Performance Bonus is paid in order to be eligible for, and to be deemed as having earned, such Annual Performance Bonus. The Company shall deduct from the Annual Performance Bonus all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates.Board.

Annual Performance Bonus. During the Employment Period, the Executive shall be eligible to receive an annual cashtarget bonus (the “Annual (a “Bonus”) if, as reasonably determined by the Board or, to the extent delegated by the Board, the Committee one or more of the performance targets annually determined by the Board or the Committee (“Performance Bonus”Targets”), with is achieved. If all of the target amountPerformance Targets are achieved, the Bonus will equal not less than 40 percent of such Annual Performance Bonus equal to forty-five percent (45%) ofthe Executive’s Base Salary in(the “Target Bonus”). In the year to which the Annual Performance Bonus relates, providedevent that the actual amountless than all of the Annual Performance Targets are met by Executive, the Bonus paid in respect of this paragraph may be greater or less than such target amount. The Annual Performance Bonus shall be based on both corporate and individual performance objectives to be established by the Board of Directors ofTarget Bonus. Except as set forth in [Section 5(a)] hereof, the Parent Company or an appropriate committee thereof by no later than March 1st of the applicable bonus year (the “Performance Objectives”). Whether and to what extent the Performance Objectives have been achieved and the amount of any Annual Performance Bonus payable hereunder shall be determined by the Board of Directors of the Parent Company (or an appropriate committee thereof) in its sole and absolute discretion. Executive must be employed by the Company on the date on which the Annual Performanceday any such earned Bonus is paid which shall be not later than 2½ months after the end of each calendar year. The Executive’s target bonus opportunity as a percentage of Base Salary may be reviewed periodically and adjusted in orderthe sole discretion of the Board. After any such adjustment, the term “Target Bonus” shall refer to be eligible for, and to be deemed as having earned, such Annual Performance Bonus. The Company shall deduct from the Annual Performance Bonus all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates.increased amount.

Annual Performance Bonus. Executive shall beis eligible to receive anearn a target annual cash bonus (the “Annual Performance Bonus”), with the target amount of such Annual Performance Bonus equal to forty-five percent (45%)100% of Executive’Executive’s Base Salary in the year to which the Annual Performance Bonus relates, provided that the actual amountbased upon achievement of the Annual Performance Bonus may be greater or less than such target amount. The Annual Performance Bonus shall be based on both corporate and individual performance objectives to be determined by the Committee in its sole discretion after conferring with Executive and payable upon achievement of those applicable objectives, subject to minimum and maximum limits as established by the Board of Directors ofCommittee (the “Annual Bonus”). If the Parent Company or an appropriate committee thereof by no later than March 1st of the applicable bonus year (the “Performance Objectives”). Whether and to what extent the Performance Objectives have been achieved and the amount of any Annual Performance Bonus payable hereunder shall be determined by the Board of Directors of the Parent Company (or an appropriate committee thereof)Committee, in its sole and absolute discretion.discretion, determines the applicable performance objectives are achieved in a manner that would result in a payment of the Annual Bonus (or portion thereof), such amount will be paid when practicable after the Committee determines the relevant performance objectives have been achieved, subject to Executive must bebeing employed by Company on the date of payment; provided, however, that if the Employment Term is not extended as a result of a notice from the Company or Executive to the other, Executive only shall be required to be employed on which the Annual Performance Bonus is paidlast day of a performance period in order to be eligible for,for the annual bonus for such performance period and tothe annual bonus for such performance period shall be deemed as having earned,paid no later than 2 1⁄2 months following the end of such performance period . The Committee may modify the structure and performance objectives used for Annual Performance Bonus. The Company shall deduct from the Annual Performance Bonus all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates.determinations.

Annual Performance Bonus. In addition to his Base Compensation, Executive shall be eligible to receive each year during the Term, a cash incentive payment (“Bonus”) in an annual cash bonus (the “Annual Performance Bonus”), with the target amount of such Annual Performance Bonus equal to forty-five percent (45%) of Executive’s Base Salary in the year to which the Annual Performance Bonus relates, provided that the actual amount of the Annual Performance Bonus may be greater or less than such target amount. The Annual Performance Bonus shall be based on both corporate and individual performance objectives to be established by the Board of Directors of the Parent Company or an appropriate committee thereof by no later than March 1st of the applicable bonus year (the “Performance Objectives”). Whether and to what extent the Performance Objectives have been achieved and the amount of any Annual Performance Bonus payable hereunder shall be determined by the Board based on Executive’s individual performance, the performance of DirectorsCompany and performance goals established by the Board. The target Bonus shall be an amount equal to 75% of Executive’s Base Compensation in effect at the time the Bonus is determined (“Target Bonus”). Such Bonus, if any, shall be paid not later than March 15 of the Parent Company (or an appropriate committee thereof)calendar year following the calendar year in its sole and absolute discretion.which the Bonus was earned. Except as otherwise stated expressly in this Agreement, Executive must be employed bywith Company onthrough December 31 of the date oncalendar year during which the Annual Performance Bonus is paid in orderearned to be eligible for, and to be deemed as having earned, such Annual Performance Bonus. The Company shall deduct fromreceive any part of the Annual Performance Bonus all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates.payment.

Annual Performance Bonus. Executive shall be eligible to receive ana discretionary annual cash bonus (the “Annual Performance Bonus”), with the target amount of such Annual Performance Bonus equal to forty-five percent (45%) of Executive’s Base Salary in the year to which the Annual Performance Bonus relates, provided that the actual amount of the Annual Performance Bonus may be greater or less than such target amount. The Annual Performance Bonus shall be based on both corporate and individualExecutive’s achievement of performance objectives to be established by the Board of Directorsor its Compensation Committee upon recommendation of the Parent Company or an appropriate committee thereof by no later than MarchCEO, such bonus to be targeted at 40% of Executive’s Annual Base Salary (the “Annual Bonus”). If your initial date of employment is after April 1st of the applicable year, your performance bonus will be prorated to reflect your service. If you are hired after October 1st, you will not be eligible for a performance bonus in the year (the “Performance Objectives”). Whether and to what extent the Performance Objectives have been achieved and the amount of any Annual Performance Bonus payable hereunder shall be determined by the Board of Directors of the Parent Company (or an appropriate committee thereof) in its sole and absolute discretion. Executivethat you are hired. You must be employed byat the Company onat the date on which the Annual Performance Bonus istime bonuses are paid in order to be eligible for, and to receive such bonus. Any Annual Bonus approved by the Board, the Compensation Committee of the Board shall be deemed as having earned, such Annual Performance Bonus. Thepaid at the same time annual bonuses are paid to other executives of the Company shall deduct fromgenerally, subject to Executive’s continuous employment through the Annual Performance Bonus all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates.date of approval.

Annual Performance Bonus. During the Term, the Executive shall be eligibleentitled to receive an annual cashparticipate in the Company’s executive bonus plan, under which a discretionary bonus (the “Annual Performance Bonus”“Annual Bonus”), with the target amount of such Annual Performance Bonus equal to forty-five percent (45%) of Executive’s Base Salary in the year to which the Annual Performance Bonus relates, provided that the actual amount of the Annual Performance Bonus may be greater or less than such target amount. The Annual Performance Bonus shall be based on both corporate and individual performance objectives to be establishedawarded by the Board of Directors offor each calendar year, payable in cash in accordance with, and subject to the Parent Companyterms and conditions of, the Company’s then applicable short-term bonus or an appropriate committee thereof by no later than March 1st of the applicable bonus year (the “Performance Objectives”other cash incentive program (each, a “Bonus Program”). Whether and to what extent the Performance Objectives have been achieved and theThe Executive’s aggregate target bonus award for each calendar year will be 30% of his then Base Salary (the “Target Annual Bonus”). The Executive’s actual Annual Bonus may range from a minimum amount of any Annual Performance Bonus payable hereunder shall0% to a maximum of 30% of his Base Salary, and will be determined by the BoardCompany and will be contingent upon the attainment of Directorsperformance goals reasonably established in good faith by the Company. The target date for any Annual Bonus compensation payable to the Executive shall be March 15 of the Parent Company (or an appropriate committee thereof)calendar year following the calendar year to which such Annual Bonus relates, subject to the approvals required above. Such Annual Bonuses, if any, are awarded in its sole and absolute discretion.part to incentivize the Executive must beto remain in the Company’s employ, therefore it is a condition of any award that the Executive remain employed by the Company onthrough the date on which the Annual Performance Bonus is paidpaid, except as set forth in order to be eligible for, and to be deemed as having earned, such Annual Performance Bonus. The Company shall deduct from the Annual Performance Bonus all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates.[Section 5] herein.

Annual Performance Bonus.Incentive Compensation. During the Employment Period, Executive shall be eligible to receiveparticipate in an annual cash bonus program maintained for senior executive officers of the Company (the “Annual Performance Bonus”Incentive Program” or the “Plan”), with a minimum target annual bonus equal to 75% of Base Salary (the “Target Bonus”) for each year during the targetEmployment Period in which Executive participates in the Annual Incentive Program; provided, however, that any bonus related to calendar year ​ # shall be prorated for the period between the Effective Date and ​, and # shall not be less than the full amount of such Annualthe bonus for the prorated period, as calculated per the terms of the Company’s existing Performance Bonus equal to forty-five percent (45%) of Executive’s Base Salary in the year to which the Annual Performance Bonus relates, provided that thePlan. The actual amount of the Annual Performance Bonus may be greaterannual bonus earned by and payable to Executive for any year or less than such target amount. The Annual Performance Bonusportion of a year, as applicable, shall be based on both corporatedetermined upon the satisfaction of goals and individual performance objectives to be established by the Board of DirectorsCompensation Committee pursuant to the Plan, and shall be subject to such other terms and conditions of the Parent Company or an appropriate committee thereof byAnnual Incentive Program as in effect from time to time, provided that all awards shall be designed in a manner such that the annual bonus will be treated as “qualified performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code, as amended (the “Code”). Each bonus paid under the Annual Incentive Program shall be paid to Executive no later than March 1st15th of the applicable bonuscalendar year (the “Performance Objectives”). Whether and to what extentfollowing the Performance Objectives have been achieved and the amount of any Annual Performance Bonus payable hereunder shall be determined by the Board of Directors of the Parent Company (or an appropriate committee thereof) in its sole and absolute discretion. Executive must be employed by Company on the date oncalendar year for which the Annual Performance Bonusbonus is paid in order to be eligible for, and to be deemed as having earned, such Annual Performance Bonus. The Company shall deduct from the Annual Performance Bonus all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates.earned.

Annual Performance Bonus. During the Employment Period, Executive shallwill participate in the Company’s annual bonus plan applicable to senior executives and thereunder be eligible to receive an annual cash bonus (the “Annual Performance Bonus”“Bonus”), with in the target amount of such Annual Performance Bonus equal to forty-five percent (45%)60% of Executive’sthe Base Salary in the year to which the Annual Performance Bonus relates, provided that theupon achievement of target-level performance (the “Target Bonus”). The actual amount of the Annual Performance Bonus may be greater or less than such target amount. The Annual Performanceany Bonus shall be based on both corporate and individual performance objectivesdetermined pursuant to be established by the Board of Directors of the Parent Company or an appropriate committee thereof by no later than March 1st of the applicableannual bonus year (the “Performance Objectives”). Whether and to what extent the Performance Objectives have been achieved and the amount of any Annual Performance Bonus payable hereunderplan, which shall be determined by the Board of DirectorsBoard. All Bonuses shall be paid in the calendar year following the calendar year to which they relate at the same time bonuses are paid to other senior executives of the ParentCompany, and the Company (or an appropriate committee thereof)shall use commercially reasonable efforts to make payment of any such Bonus by March 15 of the calendar year following the calendar year to which such Bonus relates. To the extent any terms of the applicable bonus plan conflict with the terms of this Agreement, the plan’s terms shall control. In addition, the Company may amend, restate or terminate its bonus plan in its sole discretion from time to time and absolute discretion. Executive must be employed by Company on the date on which the Annual Performance BonusExecutive’s receipt of any bonus is paid in ordersubject to be eligible for, and to be deemed as having earned, such Annual Performance Bonus. The Company shall deduct from the Annual Performance Bonus all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates.meeting eligibility requirements.

Annual Performance Bonus.Each calendar year, Executive shallwill be eligible to receiveearn an annualadditional cash bonus with a target bonus of fifty percent (50%) of the Base Salary (the “Annual Performance Bonus”), withbased upon the targetBoard’s assessment of Executive’s individual performance and the Company’s attainment of targeted goals as set by the Board in its sole discretion. The actual amount of such Annual Performance Bonus equal to forty-five percent (45%)will be determined by the Board (or a committee of Executive’s Base Salarythe Board) in its sole discretion. Your receipt of the Annual Bonus shall be conditioned upon your achievement of performance objectives set by the Board in writing after consultation with you in the applicable calendar year. The Board will determine in its sole discretion whether such performance objectives have been achieved. The Annual Bonus for any given year will be payable between January 1 and March 15 in the year immediately following the year to which the performance relates. An Annual Performance Bonus relates, provided thatwill not be earned if your employment ends for any reason before the actual amountfinal day of the Annual Performance Bonus may be greater or less than such target amount. The Annual Performance Bonus shall be based on both corporate and individual performance objectives to be established by the Board of Directors of the Parent Company or an appropriate committee thereof by no later than March 1st of the applicable bonus year (the “Performance Objectives”). Whether and to what extent the Performance Objectives have been achieved and the amount of any Annual Performance Bonus payable hereunder shall be determined by the Board of Directors of the Parent Company (or an appropriate committee thereof) in its sole and absolute discretion. Executive must be employed by Company on the date on which the Annual Performance Bonus is paid in order to be eligible for, and to be deemed as having earned, such Annual Performance Bonus. The Company shall deduct from the Annual Performance Bonus all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates.year.