Annual Review; Bonus Opportunity. Each year during the Term of Employment, on the anniversary date of the CEO Start Date (expected to be September 1st), Executive shall be eligible to receive an annual performance bonus (a “Bonus”), payable in cash for each fiscal year within the Term of Employment, in an amount of 20% percent of the Annual Base Salary amount applicable to such year of service of the Executive as determined by the Board in its sole discretion. Actual payment of any Bonus shall be in an amount determined by the satisfaction of quantifiable and qualitative performance criteria established by the Board. Any Bonus earned by Executive shall be paid in accordance with the Company’s compensation and payroll Policies and practices in effect from time to time. In order to earn and be eligible to receive any Bonus, Executive must be employed by the Company on the last day of the fiscal year to which such Bonus relates.

Annual Review; Bonus Opportunity. Each year during the Term of Employment, on the anniversary date of the CEO Start Date (expected to be September 1st),Bonus. Executive shall be eligible to receive ana discretionary annual bonus based on Executive’s achievement of performance bonus (a “Bonus”), payable in cash for each fiscal year withinobjectives established by the Term of Employment, in an amount of 20% percentBoard or its Compensation Committee upon recommendation of the CEO, such bonus to be targeted at 40% of Executive’s Annual Base Salary amount applicable to such year(the “Annual Bonus”). If your initial date of serviceemployment is after April 1st of the Executive as determined byapplicable 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 Board in its sole discretion. Actual payment of any Bonus shallyear that you are hired. You must be in an amount determined byemployed at the satisfaction of quantifiable and qualitative performance criteria established byCompany at the Board. Any Bonus earned by Executive shall betime bonuses are paid in accordance with the Company’s compensation and payroll Policies and practices in effect from time to time. In order to earn and be eligible to receive any Bonus, Executive must be employedsuch bonus. Any Annual Bonus approved by the Company onBoard, the last dayCompensation Committee of the fiscal yearBoard shall be paid at the same time annual bonuses are paid to which such Bonus relates.other executives of the Company generally, subject to Executive’s continuous employment through the date of approval.

Annual Review; Bonus Opportunity. Each year during the Term of Employment, on the anniversary date of the CEO Start Date (expectedBonus. In addition to be September 1st),his Base Compensation, Executive shall be eligible to receive an annual performance bonus (a “Bonus”), payable ineach year during the Term, a cash for each fiscal year within the Term of Employment, in an amount of 20% percent of the Annual Base Salary amount applicable to such year of service of the Executive as determined by the Board in its sole discretion. Actualincentive payment of any Bonus shall be(“Bonus”) in an amount determined by the satisfactionBoard based on Executive’s individual performance, the performance of quantifiableCompany and qualitative performance criteriagoals established by the Board. AnyThe target Bonus earned by Executiveshall 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 calendar year following the calendar year in accordance withwhich the Company’s compensation and payroll Policies and practicesBonus was earned. Except as otherwise stated expressly in effect from time to time. In order to earn and be eligible to receive any Bonus,this Agreement, Executive must be employed by thewith Company on the last daythrough December 31 of the fiscalcalendar year during which the Bonus is earned to which suchreceive any part of the Bonus relates.payment.

Annual Review; Bonus Opportunity. Each year duringBonus. In addition to Annual Base Salary, the Term of Employment, on the anniversary date of the CEO Start Date (expected to be September 1st), Executive shall be eligible to receive an annual performance bonus (a “Bonus”), payable in cashawarded, for each fiscal year withinending during the Term of Employment,Employment Period, an annual bonus in an amount of 20% percentcash at least equal to the highest cash bonus paid to the Executive by the Company and its affiliated companies in respect of the Annual Base Salary amount applicable toten fiscal years (or such year of service ofshorter period during which the Executive as determinedhas been employed by the BoardCompany) immediately preceding the fiscal year in its sole discretion. Actual paymentwhich the Effective Date occurs (annualized for any fiscal year during such period consisting of any Bonus shall be in an amount determined byless than twelve full months or with respect to which the satisfaction of quantifiable and qualitative performance criteria established by the Board. Any Bonus earned by Executive shall be paid in accordance with the Company’s compensation and payroll Policies and practices in effect from time to time. In order to earn and be eligible to receive any Bonus, Executive must behas been employed by the Company onfor less than twelve full months) (referred to herein as the last day"Annual Bonus"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to whichdefer the receipt of such Bonus relates.Annual Bonus.

Annual Review; Bonus Opportunity. Each year duringIncentive Compensation. In addition to the Term of Employment, on the anniversary date of the CEO Start Date (expected to be September 1st),Base Salary, Executive shall be eligible to receiveearn an annual performance cash bonus (a “Bonus”), payable in cashof up to 35% of Base Salary, less applicable employment taxes and payroll deductions. This bonus is contingent upon the Executive’s achievement of performance goals for each fiscal year within the Termapplicable annual bonus period. Executive’s annual performance goals shall be established by the Board of Employment, in an amount of 20% percentDirectors (or if authority is delegated by the Board, the Compensation Committee of the Annual Base Salary amount applicable to such yearBoard of serviceDirectors) within ninety (90) days of the Executive asbeginning of each such year. The achievement of any performance goals shall be determined by the Board in its sole discretion. Actual payment of any Bonus shall be in an amount determinedDirectors (or if authority is delegated by the satisfactionBoard, the Compensation Committee of quantifiable and qualitative performance criteria established by the Board. Any Bonus earned by Executive shall be paidBoard of Directors). Subject to the provisions of Section 7 of this Agreement regarding payments in accordanceconnection with the Company’s compensation and payroll Policies and practicestermination of employment, in effect from time to time. In order to earn and be eligible to receive any Bonus,the annual bonus pursuant to this Section 4.2, Executive must be employed by the Company on the last day of the fiscalgiven year tofor which such Bonus relates.the bonus amount is earned. Payment of each annual bonus shall be made in a lump sum payment not later than March 15 of the year following the year for which the bonus is earned.

Annual Review; Bonus Opportunity. Each year duringBonus. During the Term of Employment, onTerm, the anniversary date of the CEO Start Date (expected to be September 1st), Executive shall be eligibleentitled to receive an annual performanceparticipate in the Company’s executive bonus (a “Bonus”plan, under which a discretionary bonus (the “Annual Bonus”), may be awarded by the Board for each calendar year, payable in cash in accordance with, and subject to the terms and conditions of, the Company’s then applicable short-term bonus or other cash incentive program (each, a “Bonus Program”). The Executive’s aggregate target bonus award for each fiscalcalendar year within the Termwill be 30% of Employment, in anhis then Base Salary (the “Target Annual Bonus”). The Executive’s actual Annual Bonus may range from a minimum amount of 20% percent0% to a maximum of the Annual30% of his Base Salary amount applicable to such year of service of the Executive asSalary, and will be determined by the BoardCompany and will be contingent upon the attainment of performance goals reasonably established in its sole discretion. Actual payment of any Bonus shall be in an amount determinedgood faith by the satisfaction of quantifiable and qualitative performance criteria established byCompany. The target date for any Annual Bonus compensation payable to the Board. Any Bonus earned by Executive shall be paidMarch 15 of the 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 accordance withpart to incentivize the Company’Executive to remain in the Company’s compensation and payroll Policies and practices in effect from time to time. In order to earn and be eligible to receiveemploy, therefore it is a condition of any Bonus,award that the Executive must beremain employed by the Company onthrough the last day ofdate the fiscal year to which suchAnnual Bonus relates.is paid, except as set forth in Section 5 herein.

Annual Review; Bonus Opportunity. EachBonus: Within sixty (60) days after the Effective Date, the Board (or the Compensation Committee thereof, if any) shall determine criteria for measuring Executive's accomplishments during the remainder of the 2021 fiscal year, and prior to each subsequent fiscal year during the Term of Employment, onEmployment Period the anniversary date ofBoard shall likewise determine such criteria for the CEO Start Date (expected to be September 1st),coming fiscal year. For each fiscal year during the Employment Period, the Executive shall be eligible to receive an annual performancea bonus (a “Bonus”(the "Annual Bonus"), payable in cash for each fiscal year within the Term of Employment, in an amount of 20%up to fifty percent (50%) of the Annual Base Salary amount applicable to such year of service of the Executivehis annual salary, as determined by the Board in its sole discretion. Actual paymentBoard, based upon Executive's accomplishment of anythe aforesaid criteria. The Annual Bonus shall be in an amount determinedpaid by the satisfactionCompany to the Executive promptly after its determination that the relevant criteria have been satisfied, it being understood that the attainment of quantifiableany financial targets associated with any bonus shall not be determined until following the completion of the Company’s annual audit and qualitative performance criteria established by the Board. Any Bonus earned by Executivepublic announcement of such results and shall be paid in accordance withpromptly following the Company’s compensation and payroll Policies and practices in effect from time to time. In order to earn and be eligible to receive any Bonus, Executive must be employed by the Company on the last dayannouncement of the fiscal year to which such Bonus relates.earnings.

Annual Review; Bonus Opportunity. Each year during the Term of Employment, on the anniversary date of the CEO Start Date (expected to be September 1st),Bonus. Executive shall be eligible to receivewill have an annual performance bonus (a “Bonus”), payable in cashopportunity for each fiscal year within the Term of Employment, in an amount of 20% percent of the AnnualCompany based on the achievement of financial and performance objectives set by the Committee (“Bonus Opportunity”). The annual Bonus Opportunity and specific performance and financial objectives will be set forth in Executive’s individual performance and incentive plan for each fiscal year. Executive’s annual Bonus Opportunity at target levels for any year shall not be less than 125% of his then-current Base Salary amount applicable tofor such year of service of(the “Target Bonus Opportunity”). Executive must be an active employee on the Executive as determined bydate the Boardannual bonuses are paid on a Company-wide basis in its sole discretion. Actual payment of any Bonus shall be in an amount determined by the satisfaction of quantifiable and qualitative performance criteria established by the Board. Any Bonus earned by Executive shall be paid in accordance with the Company’s compensation and payroll Policies and practices in effect from time to time. In order to earn and be eligible to receive any Bonus, Executive mustbonus payment (except as otherwise expressly provided in § 8), unless # Executive’s employment terminates following a failure to extend his Employment Period in accordance with § 3, # his employment terminates at or after the end of the applicable fiscal year and # he satisfies all or substantially all of the performance requirements (other than continued service) for a bonus for such fiscal year, in which event he shall be employedeligible for a bonus as determined by the Company onCommittee, and such bonus, if any, shall be paid no later than two and one-half (2½) months after the last dayend of thesuch fiscal year to which such Bonus relates.year.

Annual Review; Bonus Opportunity. EachBonus. Beginning with the Company’s 2023 fiscal year during the Term of Employment, on the anniversary date of the CEO Start Date (expected to be September 1st), Executive shall be eligible to receive an annual performance bonus (a “Bonus”), payable in cashand for each fiscal year withinthereafter during the TermEmployment Term, Executive will be eligible to earn an annual bonus (the “Bonus”) based upon Executive’s contributions and performance, in the form of Employment,cash in an amount of 20% percent of the Annual Base Salary amount applicableup to such year of service of the Executive$450,000, as determined by Senior Management and approved by the Board in its sole discretion. Actualor any authorized committee (the “Committee”). The earning and payment of any Bonusan annual bonus shall be in an amount determineda discretionary decision of the Committee and may be pro-rated during the first partial fiscal year of Executive’s employment. The Bonus, if any, will be paid as soon as practical following the determination by the satisfactionBoard or the Committee that the terms of quantifiablethe Bonus have been satisfied and qualitative performance criteria established byamount calculated, but in no event after the Board. Any Bonus earned by Executive shall be paid in accordance withfifteenth day of the third month of the Company’s compensationfiscal year or the calendar year, whichever is later, following the date the Bonus is awarded and payroll Policiescalculated and practices in effect from timeit is no longer subject to time. In order to earn anda substantial risk of forfeiture. To be eligible to receive anyearn the Bonus, to encourage Executive’s retention, Executive must be employed by the Company on the last day of the fiscal year to which such Bonus relates.is paid.

Annual Review; Bonus Opportunity. Each year duringBonus. In addition to Annual Base Salary, upon the Termterms and subject to the conditions of Employment, onthis paragraph (b), the anniversary date of the CEO Start Date (expected to be September 1st), Executive shall be eligible to receive an annual performance bonus (a “Bonus”), payable in cashshall, for each fiscal year withinending during the TermEmployment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity equal to a percentage of Employment, in an amounthis Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded to other peer executives of 20% percentthe Company and its Affiliated Companies, but at least equal to the higher of # the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary amountor # 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 deferral, to such year of servicethe Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the Executive as determined bythree fiscal years immediately preceding the Boardfiscal year in its sole discretion. Actual paymentwhich the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective 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 with respect to which the Executive was employed for, and received pro-rated annual incentive compensation with respect to, less than the full twelve months, 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 occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be in an amount determined bypaid no later than the satisfactionend of quantifiable and qualitative performance criteria established by the Board. Any Bonus earned by Executive shall be paid in accordance with the Company’s compensation and payroll Policies and practices in effect from time to time. In order to earn and be eligible to receive any Bonus, Executive must be employed by the Company on the last daysecond month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to whichdefer the receipt of such Annual Bonus relates.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 conditions.