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Bonus. Executive will be eligible for an annual discretionary bonus of up to % of Executive’s Base Salary. Executive’s annual target bonus percentage, whether Executive receives an annual bonus for any given year, and the amount of any such annual bonus, will be determined by the Board in its sole discretion based upon the Company’s and Executive’s achievement of objectives and milestones to be determined on an annual basis by the Board in consultation with Executive. Bonuses are generally paid by March 15 following the applicable bonus year, and Executive must be an active employee on the date any Annual Bonus is paid in order to earn any such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.

Bonus. Executive will be eligible for an annual discretionary bonus of up to % of Executive’s Base Salary. Executive’s annual target bonus percentage, whether Executive receives an annual bonus for any given year, and the amount of any such annual bonus, will be determined by the Board in its sole discretion based upon the Company’s and Executive’s achievement of objectives and milestones to be determined on an annual basis by the Board in consultation with Executive. Bonuses are generally paid by March 15 following the applicable bonus year, and Executive must be an active employee on the date any Annual Bonus is paid in order to earn any such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.

Annual Bonus. During the Term, the Executive shall be entitled to participate in the Company’s executive 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 calendar year will be eligible for an annual discretionary bonus30% of up to % ofhis then Base Salary (the “Target Annual Bonus”). The Executive’s Base Salary. Executive’s annual target bonus percentage, whether Executive receives an annual bonus for any given year, and theactual Annual Bonus may range from a minimum amount of any such annual bonus,0% to a maximum of 30% of his Base Salary, and will be determined by the Board in its sole discretion basedCompany and will be contingent upon the Company’s and Executive’s achievementattainment of objectives and milestones to be determined on an annual basisperformance goals reasonably established in good faith by the Board in consultation with Executive. Bonuses are generally paid by March 15 following the applicable bonus year, and Executive must be an active employee on theCompany. The target date for any Annual Bonus is paid in ordercompensation payable to earn anythe Executive shall be March 15 of the calendar year following the calendar year to which such Annual Bonus.Bonus relates, subject to the approvals required above. Such Annual Bonuses, if any, are awarded in part to incentivize the Executive will not be eligible for, and will not earn,to remain in the Company’s employ, therefore it is a condition of any award that the Executive remain employed by the Company through the date the Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.is paid, except as set forth in Section 5 herein.

Annual Bonus. In addition to his Base Compensation, Executive willshall be eligible forto receive each year during the Term, a cash incentive payment (“Bonus”) in an annual discretionary bonusamount determined by the Board based on Executive’s individual performance, the performance of upCompany and performance goals established by the Board. The target Bonus shall be an amount equal to %75% of Executive’s Base Salary. Executive’s annual target bonus percentage, whether Executive receives an annual bonus for any given year, andCompensation in effect at the amount of any such annual bonus, willtime the Bonus is determined (“Target Bonus”). Such Bonus, if any, shall be determined by the Board in its sole discretion based upon the Company’s and Executive’s achievement of objectives and milestones to be determined on an annual basis by the Board in consultation with Executive. Bonuses are generally paid bynot later than March 15 of the calendar year following the applicable bonus year, andcalendar year in which the Bonus was earned. Except as otherwise stated expressly in this Agreement, Executive must be an active employee onemployed with Company through December 31 of the date any Annualcalendar year during which the Bonus is paid in orderearned to earnreceive any such Annual Bonus. Executive will not be eligible for, and will not earn, any Annualpart of the Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.payment.

Annual Bonus. Executive willshall be eligible for an annualto receive a discretionary bonus of up to % of Executive’s Base Salary. Executive’s annual target bonus percentage, whether Executive receives an annual bonus for any given year, and the amountbased on Executive’s achievement of any such annual bonus, will be determinedperformance objectives established by the Board inor its sole discretion basedCompensation Committee upon recommendation of the Company’s and Executive’s achievement of objectives and milestonesCEO, such bonus to be determined on an annual basis by the Board in consultation with Executive. Bonuses are generally paid by March 15 followingtargeted 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 year, and Executive mustwill be an active employee on the date any Annual Bonus is paid in orderprorated to earn any such Annual Bonus. Executivereflect your service. If you are hired after October 1st, you will not be eligible for, and will not earn, anyfor a performance bonus in the year that you are hired. You must be employed at the Company at the time bonuses are paid to be eligible to receive such bonus. Any Annual Bonus (including a prorated bonus) if Executive’approved by the Board, the Compensation Committee of the Board shall be paid at the same time annual bonuses are paid to other executives of the Company generally, subject to Executive’s continuous employment terminates for any reason beforethrough the date Annual Bonuses are paid.of approval.

Cash Bonus. ExecutiveYou will be eligible for ana discretionary annual discretionary bonus of up to %35% of Executive’Executive’s Base Salary. Executive’s annual target bonus percentage,Salary (the “Annual Bonus”), based on previous year performance. In determining whether Executive receives an annual bonus for any given year,to grant a bonus, in its discretion, the Board of Directors of the Company will take into account your performance and milestone achievements. Bonus payments are subject to approval and discretion of the amountBoard of any such annual bonus,Directors of the Company. Performance objectives will be determined bydefined in alignment with the Board in its sole discretion based upon the Company’s and Executive’s achievement of objectives and milestonescorporate goals. Target annual cash bonus is to be determined on an annual basis bypaid within 90 days of the Board in consultation with Executive. Bonuses are generally paid by March 15 following the applicable bonus year, andsubsequent year. Executive must beremain an active employee onthrough the dateend of any Annual Bonus is paidgiven calendar year in order to earn any such Annual Bonus. Executive will not be eligible for, and will not earn, anyan Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.that year.

Annual Bonus. Executive willshall also be eligible for an annual discretionary bonus of up to % of Executive’sreceive, in addition to the Base Salary. Executive’s annual target bonus percentage, whether Executive receivesSalary, an annual bonus for any given year, andhaving a target amount equal to 55% of Executive's Base Salary ("Target Bonus"), with the actual amount of any such annual bonus, will bebeing determined by the Compensation Committee of the Board in its sole discretion based upontaking into account the Company’Company's performance and Executive’Executive's achievement of objectives and milestonesindividual performance. In order to be determined on an annual basis by the Board in consultation with Executive. Bonuses are generally paid by March 15 following the applicable bonus year, andreceive a Target Bonus, Executive must be an active employeeemployed by Employer on the date any Annual Bonusthe bonus is paid in order to earn any such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.

Bonus.Each calendar year, Executive will be eligible forto earn an annual discretionaryadditional cash bonus with a target bonus of up to %fifty percent (50%) of Executive’the Base Salary (the “Annual Bonus”), based upon the Board’s Base Salary. Executive’assessment of Executive’s annual target bonus percentage, whether Executive receives an annual bonus for any given year,individual performance and the Company’s attainment of targeted goals as set by the Board in its sole discretion. The actual amount of any such annual bonus,Annual Bonus will be determined by the Board (or a committee of the 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 based upon the Company’swhether such performance objectives have been achieved. The Annual Bonus for any given year will be payable between January 1 and Executive’s achievement of objectives and milestones to be determined on an annual basis by the Board in consultation with Executive. Bonuses are generally paid by March 15 in the year immediately following the applicable bonus year, and Executive must be an active employee onyear to which the date anyperformance relates. An Annual Bonus is paid in order to earn any such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus)earned if Executive’syour employment terminatesends for any reason before the date Annual Bonuses are paid.final day of the bonus year.

Annual Bonus. Executive will beis eligible for anto earn a target annual discretionary bonus of up to %100% of Executive’s Base Salary. Executive’s annual target bonus percentage, whether Executive receives an annual bonus for any given year, and the amountSalary based upon achievement of any such annual bonus, willperformance objectives to be determined by the BoardCommittee in its sole discretion basedafter conferring with Executive and payable upon the Company’s and Executive’s achievement of objectivesthose applicable objectives, subject to minimum and milestones to be determined on an annual basismaximum limits as established by the BoardCommittee (the “Annual Bonus”). If the Committee, in consultation with Executive. Bonuses are generally paid by March 15 followingits sole discretion, determines the applicable bonus year, andperformance 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 be an active employeebeing employed on the date any Annual Bonusof payment; provided, however, that if the Employment Term is paidnot extended as a result of a notice from the Company or Executive to the other, Executive only shall be required to be employed on the last day of a performance period in order to earn any such Annual Bonus. Executive will not be eligible for,for the annual bonus for such performance period and will not earn, anythe annual bonus for such performance period shall be 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 Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.determinations.

Bonus. During the Employment Period, Executive will participate in the Company’s annual bonus plan applicable to senior executives and thereunder be eligible forto receive an annual discretionarycash bonus of up to % of Executive’s Base Salary. Executive’s annual target bonus percentage, whether Executive receives an annual bonus for any given year, and(the “Bonus”) in the amount of 60% of the Base Salary upon achievement of target-level performance (the “Target Bonus”). The actual amount of any suchBonus shall be determined pursuant to the annual bonus, willbonus plan, which shall be determined by the BoardBoard. 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 Company, and the Company 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 based upon the Company’from time to time and Executive’s and Executive’s achievementreceipt of objectives and milestonesany bonus is subject to be determined on an annual basis by the Board in consultation with Executive. Bonuses are generally paid by March 15 following the applicable bonus year, and Executive must be an active employee on the date any Annual Bonus is paid in order to earn any such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.meeting eligibility requirements.

Discretionary Bonus. For each calendar year during the Employment Period, Executive shall be eligible to receive a discretionary annual bonus subject to the terms of the bonus plan established by the Board (the “Annual Bonus”). As of the Effective Date, the Executive’s annual target bonus opportunity shall be equal to 100% of Base Salary (the “Target Bonus”), based on the achievement of performance goals established by the Board. For the 2018 calendar year, Executive will be eligible for an annual discretionary bonusa prorated Annual Bonus determined by multiplying the Annual Bonus (if any) by a fraction, the numerator of upwhich is equal to %the number of Executive’s Base Salary. Executive’s annual target bonus percentage, whetherdays Executive receives an annual bonus for any given year,works in calendar year 2018 and the amountdenominator of any such annual bonus, will be determined by the Board in its sole discretion based upon the Company’s and Executive’s achievement of objectives and milestones to be determined on an annual basis by the Board in consultation with Executive. Bonuses are generally paid by March 15 following the applicable bonus year, and Executive must be an active employee on the date any Annual Bonus is paid in order to earn any such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.365.

Annual Bonus. During the Employment Period, the Executive willshall be eligible forto receive an annual discretionary bonus of up to % of Executive’s Base Salary. Executive’s annual target bonus percentage, whether Executive receives an annual bonus for any given year, and the amount of any such annual bonus, will be(a “Bonus”) if, as reasonably determined by the Board in its sole discretion based uponor, to the Company’s and Executive’s achievementextent delegated by the Board, the Committee one or more of objectives and milestones to bethe performance targets annually determined on an annual basis by the Board or the Committee (“Performance Targets”) is achieved. If all of the Performance Targets are achieved, the Bonus will equal not less than 40 percent of the Executive’s Base Salary (the “Target Bonus”). In the event that less than all of the Performance Targets are met by Executive, the Bonus paid in consultation with Executive. Bonuses are generally paid by March 15 followingrespect of this paragraph may be less than the applicable bonus year, andTarget Bonus. Except as set forth in Section 5(a) hereof, the Executive must be an active employeeemployed by the Company on the dateday any Annualsuch 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 order to earnthe sole discretion of the Board. After any such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason beforeadjustment, the date Annual Bonuses are paid.term “Target Bonus” shall refer to the increased amount.

Annual Bonus. During the Employment Period, the Executive willshall be eligible forto receive an annual discretionary bonus of up to % of Executive’s Base Salary. Executive’s annual target bonus percentage, whether Executive receives an annual bonus for any given year, and the amount of any such annual bonus, will be(a “Bonus”) if, as reasonably determined by the Board in its sole discretion based uponor, to the Company’s and Executive’s achievementextent delegated by the Board, the Committee one or more of objectives and milestones to bethe performance targets annually determined on an annual basis by the Board or the Committee (“Performance Targets”) is achieved. If all of the Performance Targets are achieved, the Bonus will equal not less than 40 percent of the Executive’s Base Salary (the “Target Bonus”). In the event that less than all of the Performance Targets are met by Executive, the Bonus paid in consultation with Executive. Bonuses are generally paid by March 15 followingrespect of this paragraph may be less than the applicable bonus year, andTarget Bonus. Except as set forth in Section 5(a) hereof, the Executive must be an active employeeemployed by the Company on the dateday any Annualsuch 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 order to earnthe sole discretion of the Board. After any such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason beforeadjustment, the date Annual Bonuses are paid.term “Target Bonus” shall refer to the increased amount.

#Annual Bonus. Executive will be eligible for an annual discretionary bonus of upis subject to % of Executive’s Base Salary. Executive’s annual target bonus percentage, whether Executive receives an annual bonus at the discretion of the Board, which bonus is initially being targeted for any given year, andup to 35% of the annualized amount of any such annual bonus, will be determined by the Board in its sole discretion based upon the Company’s and Executive’s achievement of objectives and milestones to be determined on an annual basis by the Board in consultation with Executive. Bonuses are generally paid by March 15 following the applicable bonus year, and Executive must be an active employee on the date any Annual Bonus is paid in order to earn any such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.Base Salary.

Annual Bonus. Executive will be eligible for an annual discretionary bonus of up to % of Executive’s Base Salary. Executive’s annual target bonus percentage, whether Executive receiveshave an annual bonus opportunity for each fiscal year of the Company 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 given year, and the amountyear shall not be less than 125% of anyhis then-current Base Salary for such annual bonus, will be determined by the Board in its sole discretion based upon the Company’s and Executive’s achievement of objectives and milestones to be determined on an annual basis by the Board in consultation with Executive. Bonuses are generally paid by March 15 following the applicable bonus year, andyear (the “Target Bonus Opportunity”). Executive must be an active employee on the date any Annual Bonus isthe annual bonuses are paid on a Company-wide basis in order to earn any such Annual Bonus. Executive will not be eligible for, and will not earn,to receive any Annual Bonus (including a prorated bonus) if Executive’bonus 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 any reason beforea bonus for such fiscal year, in which event he shall be eligible for a bonus as determined by the date Annual Bonuses are paid.Committee, and such bonus, if any, shall be paid no later than two and one-half (2½) months after the end of such fiscal year.

Annual Bonus. In addition to the Base Salary, the Executive will be eligible for an annual discretionaryshall have the opportunity annually to earn as a bonus ninety percent (90%) of up to % of Executive’shis Base Salary. Executive’s annual targetSalary (the “Target Award Opportunity”). In determining the actual bonus percentage, whether Executive receives an annual bonus for any given year, and the amount of any such annual bonus, will be determinedearned each year by the Board in its sole discretion based uponExecutive (the “Annual Bonus”), the Company’s and Executive’s achievement of objectives and milestones to be determined on an annual basis by the BoardHR Committee, in consultation with the Executive, shall have the discretion to increase the Annual Bonus above or decrease the Annual Bonus below the Target Award Opportunity for that year. In so doing, the HR Committee’s determination shall be based upon an assessment of the performance of both the Executive and the Company taking into consideration such performance goals as may be established by the HR Committee periodically in consultation with the Executive. Bonuses are generally paid by March 15Any Annual Bonus due hereunder shall be payable to the Executive no later than the 15th day of the third month following the applicable bonus year, and Executive must be an active employee onend of the date anyyear to which the Annual Bonus is paidrelates (subject to a reasonable delay in orderpayment due to earn anyan unforeseeable event making it administratively impracticable to make the payment by such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.time).

Bonus.Incentive Compensation. In addition to the Base Salary, Executive willshall be eligible forto earn an annual discretionaryperformance cash bonus of up to %35% of Executive’Base Salary, less applicable employment taxes and payroll deductions. This bonus is contingent upon the Executive’s Base Salary. Executive’achievement of performance goals for the applicable annual bonus period. Executive’s annual target bonus percentage, whether Executive receives an annual bonus for any given year, andperformance goals shall be established by the amountBoard of Directors (or if authority is delegated by the Board, the Compensation Committee of the Board of Directors) within ninety (90) days of the beginning of each such year. The achievement of any such annual bonus, willperformance goals shall be determined by the Board of Directors (or if authority is delegated by the Board, the Compensation Committee of the Board of Directors). Subject to the provisions of Section 7 of this Agreement regarding payments in its sole discretion based upon the Company’s and Executive’s achievementconnection with termination of objectives and milestonesemployment, in order to be determined on aneligible to receive the annual basis by the Board in consultation with Executive. Bonuses are generally paid by March 15 following the applicable bonus year, andpursuant to this Section 4.2, Executive must be an active employeeemployed on the date any Annual Bonuslast day of the given year for which the bonus amount is paidearned. Payment of each annual bonus shall be made in order to earn any such Annual Bonus. Executive willa lump sum payment not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive’s employment terminateslater than March 15 of the year following the year for any reason beforewhich the date Annual Bonuses are paid.bonus is earned.

Annual Performance Bonus. Executive willshall be eligible forto receive an annual discretionarycash bonus (the “Annual Performance Bonus”), with the target amount of upsuch Annual Performance Bonus equal to %forty-five percent (45%) of Executive’Executive’s Base Salary. Executive’s annualSalary 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 percentage, whether Executive receives an annual bonus for any given year,year (the “Performance Objectives”). Whether and to what extent the Performance Objectives have been achieved and the amount of any such annual bonus, willAnnual Performance Bonus payable hereunder shall be determined by the Board of Directors of the Parent Company (or an appropriate committee thereof) in its sole discretion based upon the Company’s and Executive’s achievement of objectives and milestones to be determined on an annual basis by the Board in consultation with Executive. Bonuses are generally paid by March 15 following the applicable bonus year, andabsolute discretion. Executive must be an active employeeemployed by Company on the date anyon which the Annual Performance Bonus is paid in order to earn any such Annual Bonus. Executive will not be eligible for, and will not earn,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 Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.employee benefit plan in which Executive participates.

Bonus. Executivethe Company in its sole discretion. Consistent therewith, the Compensation Committee of the Board (the “Compensation Committee”) will be eligible for an annual discretionary bonus of up to % of Executive’determine in its sole discretion Executive’s Base Salary. Executive’s annual target bonus percentage, whether Executive receives an annual bonusopportunity and the criteria for any given year,earning such bonus, as well as Executive’s achievement of such criteria, and the amount of anythe Annual Bonus earned and payable to Executive for such annual bonus,year. Notwithstanding the foregoing, the target bonus opportunity for 2023 shall not be less than 15% of Base Salary. Any Annual Bonus that is earned and becomes payable pursuant to this [Section 3(b)] will be determinedpaid no later than March 31st of the calendar year immediately following the calendar year to which the Annual Bonus relates. Executive must remain employed by the Board in its sole discretion based uponCompany through December 31 of the Company’s and Executive’s achievement of objectives and milestonesapplicable calendar year to be determined oneligible to earn an annual basisAnnual Bonus for such year; provided, however, that if the Employment Term ends prior to December 31 by reason of either termination by Executive for Good Reason or by the BoardCompany’s At-Will Termination, the Annual Bonus for such partial calendar year shall be prorated on a weekly basis for his period of employment in consultationsuch year, however, the Annual Bonus will be paid on March 31 the following calendar year regardless of the termination date. The determinations of the Compensation Committee with Executive. Bonuses are generally paid by March 15 followingrespect to the Annual Bonus will be final and binding unless there is direct evidence that the determination was in violation of the terms and provision of this [Section 3(b)] or the applicable bonus year, and Executive must be an active employee on the date any Annual Bonus is paid in order to earn any such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.program, plan or arrangement.

Bonus.Annual Incentive Compensation. During the Employment Period, Executive shall be eligible to participate in an annual cash bonus program maintained for senior executive officers of the Company (the “Annual 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 Employment Period in which Executive participates in the Annual Incentive Program; provided, however, that any bonus related to calendar year 2016 # shall be prorated for the period between the Effective Date and December 31, 2016, and # shall not be less than the full amount of the bonus for the prorated period, as calculated per the terms of the Company’s existing Performance Bonus Plan. The actual amount of the annual bonus earned by and payable to Executive for any year or portion of a year, as applicable, shall be determined upon the satisfaction of goals and objectives established by the Compensation Committee pursuant to the Plan, and shall be subject to such other terms and conditions of the Annual 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 eligible for an annual discretionarytreated 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 15th of up to % of Executive’s Base Salary. Executive’s annual target bonus percentage, whether Executive receives an annual bonus for any given year, and the amount of any such annual bonus, will be determined by the Board in its sole discretion based upon the Company’s and Executive’s achievement of objectives and milestones to be determined on an annual basis by the Board in consultation with Executive. Bonuses are generally paid by March 15calendar year following the applicablecalendar year for which the bonus year, and Executive must be an active employee on the date any Annual Bonus is paid in order to earn any such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.earned.

Bonus. ExecutiveFor calendar year 2016 and each subsequent calendar year that ends during the Term, Employee will be eligible forto receive an annual discretionaryperformance-based cash bonus of up to % of Executive’s Base Salary. Executive’s annual target bonus percentage, whether Executive receives an annual bonus for any given year,(the “Annual Bonus”). The payment and the amount of any such annual bonus,Annual Bonus will be determined by the Board or the Compensation Committee thereof (excluding Employee, if then a Board member), in its sole discretion basedand absolute discretion, pursuant to the Company’s Executive Annual Incentive Plan or another bonus plan established by the Company, and conditioned upon the Company’s and Executive’s achievement of mutually agreed upon objectives for Employee and milestonesfor the Company established at the beginning of each calendar year, with a target Annual Bonus equal to sixty percent (60%) of the Base Salary for achievement of 100% of the performance objectives. Any dispute regarding whether Employee has met the objectives shall be determined on an annual basis by the Board or the Compensation Committee thereof (excluding Employee, if then a Board member) in consultation with Executive. Bonuses are generally paid by March 15 following the applicable bonus year, and Executive must be an active employee on the date any Annual Bonus is paid in order to earn any such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.exercise of its sole discretion.

Bonus. During the Period of Employment, the Executive will be eligibleentitled to participate in a cash bonus program. For any fiscal year of the Company that occurs during the Period of Employment, the bonus program for an annual discretionarysuch fiscal year will be based on certain financial, operational, or other metrics or goals, and may include a component based on the Executive’s individual performance and contributions to the Company, all as determined by the Board (or a committee thereof) in its sole discretion. The Executive’s target bonus for a fiscal year (commencing with fiscal year 2018) shall be 100% of up to % of Executive’the Executive’s Base Salary. Executive’Salary for such fiscal year, with the Executive’s annual target bonus percentage, whether Executive receives an annualactual bonus for any given year, and the amount of any such annual bonus, willyear to be determined by the Board in its sole discretion based upon the Company’(or a committee thereof). The Executive’s bonus (if any) for a particular fiscal year shall be paid not later than two and Executive’s achievement of objectives and milestones to be determined on an annual basis by the Board in consultation with Executive. Bonuses are generally paid by March 15one-half months following the applicable bonus year, andend of that fiscal year. Except as otherwise expressly provided in Section 3, the Executive must be an active employeeemployed by the Company on the date any Annual Bonus is paidthat the Company actually pays bonuses under such program for a particular fiscal year in order to earn anybe considered for and to have earned his bonus (if any) for such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.fiscal year.

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