Annual Incentive. Employee shall receive an annual incentive bonus opportunity payable each September after the close of the fiscal year, at a target of 55% of base compensation and variable from 0% to 200% of target based on the achievement of certain financial metrics set by the Compensation Committee of the Board of Directors of the Employer. For fiscal year ​ only, Employer agrees to pay no less than the Employee’s target bonus pro-rated from her start date.

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:

Exclusion from Pension and Incentive Computations. By acceptance of the grant of the Award, the Participant hereby agrees that any income realized upon the vesting of the Award, or upon the disposition of the Shares delivered upon vesting, is special incentive compensation and will not be taken into account as “wages,” “salary,” or “compensation” in determining the amount of any payment under any pension, retirement, incentive, profit-sharing, bonus, or deferred compensation plan of the Company or its subsidiaries.

“Incentive Award” means an amount payable to an Eligible Employee under a cash bonus or incentive compensation plan of HP or an Affiliate that the Committee has deemed eligible for deferral, including bonuses paid under the EPfR Plan, the HP Inc. Stock Incentive Plan, the PfR Plan, and the VPB Plan.

Employee Benefit Plans. The INTERLOK Disclosure Schedule identifies each salary, bonus, material deferred compensation, material incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or material agreement.

Long Term Compensation. In addition to your Salary and Bonus, you shall receive the following grants of long-term compensation under the ​ 2009 Long-Term Incentive Plan (as amended from time to time, together with any successor plan, the “LTIP”):

In ​, our board of directors adopted an Executive Bonus Plan for 2018, which we refer to as the 2018 Bonus Plan. Our named executive officers are participants in the 2018 Bonus Plan. The 2018 Bonus Plan provides for non-equity incentive compensation based upon the combined achievement of billings and free cash flow targets in ​, which we refer to as the financial goal.

Interaction with Other Arrangements. The Retention Bonus is a special payment to you, and expressly supersedes and replaces [any amounts to which you may be entitled under that certain cash bonus letter agreement, dated as of ​, by and between you and the Company (the “Prior Bonus Agreement”)] [any other retention bonus opportunity to which you may be entitled under any other agreement with the Company]; provided, however, that, for the avoidance of doubt, the Retention Bonus does not supersede, replace or modify any compensation or payments payable to you under the Employment Agreement. Neither the Retention Bonus nor payment thereof will be taken into account in computing the amount of salary or compensation for purposes of determining any bonus, incentive, pension, retirement, death or other benefit under any other bonus, incentive, pension, retirement, insurance or other employee benefit plan of the Company or its affiliates, unless such plan or agreement expressly provides otherwise.

Base Compensation. “Base Compensation” means the Employee’s # annual base salary paid by the Company for services performed as in effect on the Termination Date; and # target cash bonus and/or other forms of cash incentive compensation for the fiscal year in which the Change of Control is effective.

The Administrator may, in its sole discretion, provide that all or a portion of a bonus payment be paid to a Covered Executive as a stock option, stock award or other form of equity compensation (a “Share-Based Bonus”) pursuant to the Company’s Fourth Amended and Restated Stock Plan (or any other equity incentive plan of the Company that has been approved by the Company’s shareholders) (the “Equity Incentive Plan”). In such event, the Share-Based Bonus shall be documented in accordance with, and be governed in all respects by, the Equity Incentive Plan and the applicable award agreement thereunder. Unless otherwise provided by the Administrator, any Share-Based Bonus shall not be deemed granted until the date the Administrator determines specific number of shares of its common stock subject to such Share-Based Bonus, and the exercise or conversion price of a Share-Based Bonus may not be less than the fair market value (as defined in the Equity Incentive Plan) on such date.