Bonus Compensation. For each fiscal year completed during Employee’s employment under this Agreement, Employee will be eligible for an annual cash bonus. Employee’s target bonus will be 50% of the Base Salary (the "Target Bonus"), with the actual amount of any such bonus being determined by the Board of Directors of the Company (the "Board") in its sole discretion, based on Employee’s performance and that of the Company against goals established by the Board (and for the goals based on Employee’s performance, agreed to by Employee) and consistent with any applicable plan or program documents and generally applicable Company policies. Employee’s bonus eligibility for calendar year 2021 will be subject to proration, using the terms of the 2020 Agreement to determine bonus eligibility from January 1, 2021 until the day prior to the COO Start Date, and with bonus eligibility for the remainder of calendar year 2021 subject to the Target Bonus and other terms described in this paragraph. Except as otherwise expressly provided in Section 4 hereof, Employee must be employed through the end of the fiscal year to which a bonus relates in order to earn the bonus. Subject to Section 4 of this Agreement, if Employee’s employment terminates, for any reason, prior to the end of the fiscal year to which a bonus relates, the bonus is not earned.

Bonus Compensation. Executive shall be entitled to participate in the annual incentive bonus programs for Employer’s senior executives; provided, however, that nothing contained in this Section 5(b) or elsewhere in this Agreement shall be construed to create any obligation on the part of Employer to maintain the effectiveness of any annual incentive bonus program. The performance measures and goals that will be used to determine Executive’s entitlement to an annual incentive bonus under any such bonus program that is established by Employer shall be determined by the Board or the Compensation Committee.

Bonus Compensation. Executive shall be entitled to participate in the annual incentive bonus programs for Employer’s senior executives; provided, however, that nothing contained in this Section 5(b) or elsewhere in this Agreement shall be construed to create any obligation on the part of Employer to maintain the effectiveness of any annual incentive bonus program. The performance measures and goals that will be used to determine Executive’s entitlement to an annual incentive bonus under any such bonus program that is established by Employer shall be determined by the Board or the Compensation Committee.

Bonus Compensation. During the Employment Term, the Employee shall be eligible for discretionary bonus compensation with a target of 75% of the Employee’s Base Salary (the “Target Bonus”) for each complete calendar year that the Employee is employed by the Company hereunder (any bonus compensation payable, the “Annual Bonus”). The performance targets that must be achieved in order to be eligible for certain bonus levels shall be established by the Board (or a committee thereof) annually. Each Annual Bonus, if any, shall be paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable calendar year have been achieved, but in no event later than March 15 following the end of such calendar year. Notwithstanding anything in this Section 3.2 to the contrary, but subject to Section 6 below, no Annual Bonus, if any, nor any portion thereof, shall be payable for any calendar year unless the Employee remains continuously employed by the Company from the Effective Date through the date on which such Annual Bonus is paid. Any Annual Bonus will be paid in the form of # cash, with respect to 25% of the amount of the Annual Bonus, and # fully-vested shares of the Company’s common stock having an aggregate fair market value on the grant date (as determined by the Board) equal to 75% of the amount of the Annual Bonus.

Bonus Compensation Deferrals. For any Plan Year, a Participant may elect, pursuant to Section 2.3, to defer an integral percentage of from one percent (1%) to seventy-five percent (75%) of the Bonus Compensation otherwise payable to the Participant. Notwithstanding any provision of the Plan or a Deferral Election to the contrary, the amount withheld from any Bonus Compensation shall be reduced automatically, if necessary, so that it does not exceed the amount of such payment net of all withholding and authorized deductions other than any reduction pursuant to such Deferral Election. Any amounts withheld pursuant to this [Section 3.2] from the Bonus Compensation otherwise payable to a Participant shall be credited to his or her Bonus Compensation Deferral Account as of the date on which such amounts would otherwise have been paid. Bonus Compensation for a Plan Year not deferred by a Participant pursuant to this [Section 3.2] shall be received by such Participant in cash except as provided by any other plan maintained by the Company. Except as provided in [Section 3.4], a Deferral Election of Bonus Compensation pursuant to this [Section 3.2] shall be irrevocable through the end of the Plan Year for which it is made.

Employee’s base salary will be paid at the rate of $315,000 per annum.

Annual Bonus Compensation. In addition to the Base Salary, Employee will be eligible to receive an incentive bonus (the “Bonus”) at an initial target for 2020 of 60% of his Base Salary (the “Target Bonus”).

Incentive Compensation/Bonus. Executive shall be eligible to receive an annual cash bonus (“Annual Bonus”) based upon satisfactory achievement of personal performance objectives and business performance objectives (collectively “Key Performance Objectives”) as shall be determined by the Company and the Executive. The Annual Bonus shall be payable to the Executive on or before March 15th of the immediately following calendar year. In order to be eligible for an Annual Bonus, the Executive shall be actively employed on the last business day of the applicable calendar year. (For the avoidance of doubt, if the effective date of termination of the Executive’s employment with the Company occurs after the last business day of the applicable calendar year but before the payment of the Annual Bonus, the Company shall continue to be obligated to pay the Executive the full amount of the Annual Bonus which has been earned by the Executive as of the end of such calendar year.)

Annual Bonus Compensation. The Executive will be eligible to participate in the Company’s annual incentive plan (“Incentive Plan”), which provides Executives bonus compensation based upon Company, team and individual goals. Payments under the Incentive Plan are made in a combination of cash and equity as approved by the Compensation Committee of the Board. . The Executive’s target annual bonus percentage for each calendar year shall be as set forth on Exhibit A. Executive acknowledges and agrees that: # the Board sets the annual bonus pool and the size of the pool determines any adjustments to bonus targets for all Executives for that calendar year and # any such annual bonus compensation shall be entirely within the discretion of the CEO and the Compensation Committee of the Board based upon the achievement of goals (including without limitation corporate, team and individual goals) and other discretionary factors as determined by the Board and/or the Compensation Committee of the Board after consultation with the CEO. Except as specifically set forth in this Agreement, Executive shall not be eligible to be considered for, or to receive, an annual bonus for any calendar year unless he remains employed with the Company through completion of the audit for such calendar year. If Executive is terminated with Cause or resigns without Good Reason, he shall not be entitled to receive any annual bonus, even if a determination to award the Executive an annual bonus has previously been made but such annual bonus has not yet paid.

Annual Bonus Compensation. In addition to the Base Salary, Employee will be eligible to receive an incentive bonus (the “Bonus”) at an initial target of sixty percent (60%) of his Base Salary (the "Target Bonus").