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Base Salary. During the Employment Period, the Executive shall receive an annual base salary ("Annual Base Salary"), which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the 12‑month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually and shall be first increased no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually by the higher of # the average increase (excluding promotional increases) in base salary awarded to the Executive for each of the three full fiscal years (annualized in the case of any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve months) prior to the Effective Date, and # the percentage increase (excluding promotional increases) in base salary generally awarded to peer executives of the Company and its affiliated companies for the year of determination. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company.

Base Salary. During the Employment Period, the Executive shall receive an annual base salary ("Annual(the “Annual Base Salary"Salary), which shall be paid at a monthly rate,an annual rate at least equal to twelve12 times the highest monthly base salary paid or payable, including any base salary whichthat has been earned but deferred, to the Executive by the Company and its affiliated companiesor the applicable Affiliated Entity in respect of the 12‑monthone-year period immediately preceding the month in which the Effective Date occurs. The Annual Base Salary shall be paid at such intervals as the Company or the applicable Affiliated Entity pays executive salaries generally. During the Employment Period, the Annual Base Salary shall be reviewed at least annually, beginning no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually and shall be first increased no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually by the higher of # the average increase (excluding promotional increases) in base salary awarded to the Executive for each of the three full fiscal years (annualized in the case of any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve months) prior to the Effective Date, and # the percentage increase (excluding promotional increases) in base salary generally awarded to peer executives of the Company and its affiliated companies for the year of determination.Date. Any increase in the Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Annual Base Salary shall not be reduced after any such increase and the term AnnualAnnual Base Salary as utilized in this AgreementSalary shall refer to the Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company.

Base Salary. During the Employment Period, the Executive shall receive an annual base salary ("(“Annual Base Salary"Salary), which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the 12‑twelve-month period immediately preceding the month in which the EffectiveChange of Control Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the EffectiveChange of Control Date and thereafter at least annually and shall be first increased no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually by the higher of # the average increase (excluding promotional increases) in base salary awarded to the Executive for each of the three full fiscal years (annualized in the case of any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve months) prior to the Effective Date, and # the percentage increase (excluding promotional increases) in base salary generally awarded to peer executives of the Company and its affiliated companies for the year of determination.annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies"“affiliated companies” shall include any company controlled by, controlling or under common control with the Company.

Annual Base Salary. During the Employment Period, theThe Executive shall receivebe paid an annual base salary ("Annual Base Salary"), which shall be paid at a monthly rate,in equal biweekly installments or otherwise in accordance with the Company’s then-current payroll practice, at least equal to twelve times the highest monthlyannual rate of base salary being paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its affiliated companies in respectAffiliated Companies as of the 12‑month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, theDate. The Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually and shall be first increased no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually by the higher of # the average increase (excluding promotional increases) in base salary awarded to the Executive for each of the three full fiscal years (annualized in the case of any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve months) prior to the Effective Date, and # the percentage increase (excluding promotional increases)substantially consistent with increases in base salary generally awarded to other peer executives of the Company and its affiliated companies for the year of determination.Affiliated Companies. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual"Annual Base SalarySalary" as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company.

Annual Base Salary. During the Employment Period, theThe Executive shall receivebe paid an annual base salary ("Annual Base Salary"), which shall be paid at a monthly rate,in equal biweekly installments or otherwise in accordance with the Company’s then-current payroll practice, at least equal to twelve times the highest monthlyannual rate of base salary being paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its affiliated companies in respectAffiliated Companies as of the 12‑month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, theDate. The Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually and shall be first increased no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually by the higher of # the average increase (excluding promotional increases) in base salary awarded to the Executive for each of the three full fiscal years (annualized in the case of any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve months) prior to the Effective Date, and # the percentage increase (excluding promotional increases)substantially consistent with increases in base salary generally awarded to other peer executives of the Company and its affiliated companies forAffiliated Companies. Such increases shall in no event be less than the yearincreases in the U.S. Department of determination.Labor Consumer Price Index - U.S. City Average Index. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual"Annual Base SalarySalary" as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company.

Base Salary. DuringFor services rendered by the Executive under this Agreement during the Employment Period, the ExecutiveCompany shall receivepay to the Executive an annual base salary ("Annual (“Base Salary"Salary), which shall beevenly paid attwice a monthly rate, at least equal to twelve times the highest monthly base salary paidmonth or payable, including any base salary which has been earned but deferred, to the Executive byon such other schedule as salaried employees of the Company are generally and its affiliated companies in respectregularly compensated. Effective as of , through the 12‑month period immediately precedingterm of this Agreement, the month in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewedat the rate of no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually and shall be first increased no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually by the higher of # the average increase (excluding promotional increases) in base salary awarded to the Executive for each of the three full fiscal years (annualized in the case of any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve months) prior to the Effective Date, and # the percentage increase (excluding promotional increases) in base salary generally awarded to peer executives of the Company and its affiliated companies for the year of determination. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company. per year.

Base Salary. During the Employment Period,Period of Employment, the Company will pay the Executive shall receive an annuala base salary ("Annual Base Salary"(the “Base Salary), which shall be paid at a monthly rate, at least equalin accordance with the Company’s regular payroll practices in effect from time to twelve timestime. Beginning , the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the 12‑month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the AnnualExecutive’s Base Salary shall be reviewed no more than 12 months after the last salary increase awardedat an annualized rate of . (The additional Base Salary due to the Executive as a result of applying such rate of Base Salary to any payroll periods completed prior to the Effective Date and thereafter at least annually and shallwill be first increased no more than 12 monthspaid promptly after the last salary increase awarded toEffective Date.) The Board (or a committee thereof) will review the Executive prior to the Effective Date and thereafter at least annually by the higherExecutive’s rate of # the average increase (excluding promotional increases) in base salary awarded to the Executive for each of the three full fiscal years (annualized in the case of anyBase Salary on a periodic basis (annually, commencing with fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve months) prior to the Effective Date,) and # the percentage increase (excluding promotional increases)may, in base salary generally awarded to peer executives of the Company and its affiliated companies for the year of determination. Any increase in Annual Base Salarysole discretion, increase, but shall not serve to limit or reduce any other obligation todecrease, the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilizedrate then in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company.effect.

Annual Base Salary. During the Employment Period,Term of Employment, the ExecutiveCompany shall receivepay to Executive, in accordance with the Company’s Policies and practices in effect from time to time, an annual base salary ("Annual(the “Annual Base Salary"Salary), which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the 12‑month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually and shall be first increased no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually by the higher of # the average increase (excluding promotional increases) in base salary awarded to the Executive for each of the three full fiscal years (annualized in the case of any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve months) prior to the Effective Date, and # the percentage increase (excluding promotional increases) in base salary generally awarded to peer executives of the Company and its affiliated companies for the year of determination. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company. of:

Annual Bonus. In addition to Annual Base Salary. DuringSalary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for each fiscal year ending during the Employment Period, the Executive shall receivebe entitled to an annual base salary ("cash bonus (the "Annual Bonus") opportunity equal to a percentage of his Annual Base Salary"), whichSalary. Such percentage shall be paid at a monthly rate,substantially consistent with the targeted percentages generally awarded to other peer executives of the Company and its Affiliated Companies, but at least equal to twelve times the highest monthlyhigher of # the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or # the average percentage of his annual base salary (as in effect for the applicable years) that was paid or payable, including by reason of any base salary which has been earned but deferred,deferral, to the Executive by the Company and its affiliated companies in respectAffiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the 12‑month periodthree fiscal years immediately preceding the monthfiscal year in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually and shall be first increased no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually by the higher of # the average increase (excluding promotional increases) in base salary awarded to the Executiveoccurs (or, if higher, for each of the three full fiscal years (annualizedimmediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the caseEffective Date). For the purposes of any calculation required to be made under [clause (ii)] of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or duringwith respect to which the Executive was employed forfor, and received pro-rated annual incentive compensation with respect to, less than the full twelve months) prior tomonths, and, if the Executive has not been employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date, and #Date occurs, the percentage increase (excluding promotional increases)average shall be calculated over the duration of the Executive's employment in base salary generally awardedsuch period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to peer executivesdefer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph # shall be qualified by the following terms and its affiliated companies for the year of determination. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company.conditions.

Base Salary. During the Employment Period, the ExecutiveCompany shall receivepay the Executive, as compensation for the performance of the Executive’s duties and obligations under this Agreement, an annual base salary ("Annual Base Salary")of , which shall be paid atpayable in a monthly rate, at least equal to twelve timesmanner that is consistent with the highest monthlyCompany’s usual payroll practices for senior executives. The Executive’s base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the 12‑month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually and shall be first increased no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually by the higher of # the average increase (excluding promotional increases) in base salary awarded to the Executive for each of the three full fiscal years (annualized inCompensation Committee of the caseBoard or any successor to such committee (the “Committee”) and the Board or for adjustment. Such adjustment, if any, shall be within the sole discretion of any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve months) prior to the Effective Date, and # the percentage increase (excluding promotional increases) inBoard. The annual base salary generally awardedin effect at any given time is referred to peer executives of the Company and its affiliated companies for the year of determination. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salaryherein as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company.Base Salary.”

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