At the end of the fiscal year, the overall Company and each Business Area or Commercial Area’s actual performance for each financial component of the formula portion of the bonus awards will be calculated (based on the Company’s and each Business Area or Commercial Area’s performance as of year-end) and approved by the Chief Financial Officer, ("CFO"). The net revenue and operating margin for the Business Area or Commercial Area metrics must individually achieve a minimum performance of 80% against target to qualify for that component payout. If one net revenue metric achieves 80% or higher, and the corresponding operating margin metric does not, the component payout will be 0%. An acceleration/deceleration scale will then be applied to each individual metric as follows to develop the payout for each metric.

The formula incentive award is a calculation of an award based on the actual performance achieved by the overall Company, and each of its applicable Business Areas or Commercial Areas, as well as the budgeted individual performance percentage to be applied across the Company as a whole.

Incentive Award. If the participant's employment ceases on account of:

Adjustment of Award Formula. In its discretion, the Committee may, either at the time it grants a Performance Award or at any time thereafter, provide for the positive or negative adjustment of the Performance Award to reflect such Participant’s individual performance in his or her position with the Company or such other factors as the Committee may determine, including adjustments to account for unanticipated events or occurrences at the time a Performance Goal was established or other unusual or nonrecurring events.

Once all of the Business Areas or Commercial Areas have calculated the formula incentive awards, the award pools by Business Areas or Commercial Areas are developed. These Business Area/Commercial Area award pools, combined with the formula incentive award at the corporate level, will equal the aggregate of the formula incentive awards for all eligible employees in the Company, including the budgeted individual performance component for all eligible employees.

The formula for calculating the incentive award for the Program Term is as follows:

Conversion Formula. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section 3(a) (the “Conversion Shares”) shall be determined by dividing such Conversion Amount by the Conversion Price. For purposes hereof, “Conversion Price” means ​, which was the market closing price of the Common Stock on Friday, May 26, 2023 on the Nasdaq Capital Market.

Payout Formula. Except as set forth in Section 5, the actual number of Shares earned will be determined by the Committee pursuant to a formula established by the Committee to measure the Company’s performance during the Performance Period (the “Payout Formula”). The determination of the actual number of Shares earned, which shall not exceed the Maximum Payout, shall occur as soon as practicable after completion of the Performance Period, but in any event not later than November 30 of the calendar year in which the Performance Period ends (the date the Committee so determines, the “Determination Date”). A description of the Payout Formula and the percentage of Shares to be earned, if any, for the various levels of performance will be communicated to the [[Team Member:Person]]. All decisions of the Committee regarding the application of the Payout Formula and the number of Shares earned shall be final and binding on the [[Team Member:Person]]. Except as set forth in Section 5, the Award shall be cancelled and the [[Team Member:Person]] shall have no rights hereunder if any of the following occur: # the Determination Date does not occur, or # the Committee determines on the Determination Date that no Shares have been earned.

Base Severance The Company shall pay a minimum of two (2) weeks of Pay in severance benefits under this Plan if an eligible Employee’s employment is terminated under circumstances described in Section III (“Minimum Severance Benefit”).

The Company calculates, based on the Company’s performance through the end of the year, the performance at the corporate level, and for each Business Area or Commercial Area at the Business Area or Commercial Area level, against the applicable performance targets. The Company also calculates, based on the Company’s and its Business Area or Commercial Area’s performance, the targeted total pool to be used for the year for rewarding individual performances across the Company as a whole. Those pools as established (composed of the pools for the Company’s performance, the performance of each of the Company’s