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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 a prorated Annual Bonus determined by multiplying the Annual Bonus (if any) by a fraction, the numerator of which is equal to the number of days Executive works in calendar year 2018 and the denominator of 365.

DiscretionaryAnnual Bonus. For each calendar year duringDuring the Employment Period,Term, the Executive shall be eligibleentitled to receiveparticipate in the Company’s executive bonus plan, under which a discretionary annual 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 ofand conditions of, the Company’s then applicable short-term bonus plan established by the Board (the “Annual Bonusor other cash incentive program (each, a “Bonus Program”). As of the Effective Date, the Executive’The Executive’s annualaggregate target bonus opportunity shallaward for each calendar year will be equal to 100%30% of his then Base Salary (the Target Bonus“Target Annual Bonus”), based on. The Executive’s actual Annual Bonus may range from a minimum amount of 0% to a maximum of 30% of his Base Salary, and will be determined by the achievementCompany and will be contingent upon the attainment of performance goals reasonably established in good faith by the Board. For the 2018 calendar year, Executive will be eligibleCompany. The target date for a proratedany Annual Bonus determinedcompensation payable to the Executive shall be March 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 part to incentivize the Executive to remain in the Company’s employ, therefore it is a condition of any award that the Executive remain employed by multiplyingthe Company through the date the Annual Bonus (if any) by a fraction, the numerator of which is equal to the number of days Executive workspaid, except as set forth in calendar year 2018 and the denominator of 365. Section 5 herein.

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 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 Bonus determined by multiplying the Annual Bonus (if any) by a fraction, the numerator of which is equal to the number of days Executive works in calendar year 2018 and the denominator of 365. Bonuses are paid.

DiscretionaryAnnual Bonus. For each calendar year duringDuring the Employment Period, the Executive shall be eligible to receive a discretionaryan annual target bonus subject to the terms of the bonus plan established(a “Bonus”) if, as reasonably determined by the Board (the “Annual Bonus”). Asor, to the extent delegated by the Board, the Committee one or more of the Effective Date,performance targets annually determined 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 annual target bonus opportunity shall be equal to 100% of Base Salary (the “Target Bonus”), based. In the event that less than all of the Performance Targets are met by Executive, the Bonus paid in respect of this paragraph may be less than the Target Bonus. Except as set forth in Section 5(a) hereof, the Executive must be employed by the Company on the achievementday any such earned Bonus is paid which shall be not later than 2½ months after the end of performance goals established byeach calendar year. The Executive’s target bonus opportunity as a percentage of Base Salary may be reviewed periodically and adjusted in the sole discretion of the Board. ForAfter any such adjustment, the 2018 calendar year, Executive will be eligible for a prorated Annual Bonus determined by multiplying the Annual Bonus (if any) by a fraction, the numerator of which is equalterm “Target Bonus” shall refer to the number of days Executive works in calendar year 2018 and the denominator of 365. increased amount.

Discretionary Bonus. For each calendar year duringDuring the Employment Period, Executive shallwill participate in the Company’s annual bonus plan applicable to senior executives and thereunder be eligible to receive a discretionaryan annual cash bonus (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 Bonus shall be determined pursuant to the annual bonus subjectplan, which shall be determined by the Board. 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 established by the Board (the “Annual Bonus”). Asin its sole discretion from time to time and Executive’s receipt of the Effective Date, the Executive’s annual targetany bonus opportunity shall be equalis subject 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 a prorated Annual Bonus determined by multiplying the Annual Bonus (if any) by a fraction, the numerator of which is equal to the number of days Executive works in calendar year 2018 and the denominator of 365. 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 2018Each calendar year, Executive will be eligible forto earn an additional cash bonus with a proratedtarget bonus of fifty percent (50%) of the Base Salary (the “Annual Bonus”), based upon the Board’s assessment of Executive’s individual performance and the Company’s attainment of targeted goals as set by the Board in its sole discretion. The actual amount of such Annual Bonus will be determined by multiplyingthe Board (or a committee of the Board) in its sole discretion. Your receipt of the Annual Bonus (if any)shall be conditioned upon your achievement of performance objectives set by a fraction, the numeratorBoard in writing after consultation with you in the applicable calendar year. The Board will determine in its sole discretion whether such performance objectives have been achieved. The Annual Bonus for any given year will be payable between January 1 and March 15 in the year immediately following the year to which the performance relates. An Annual Bonus will not be earned if your employment ends for any reason before the final day of which is equal to the number of days Executive works in calendar year 2018 and the denominator of 365. bonus year.

Discretionary Bonus. During the Period of Employment, the Executive will be entitled to participate in a cash bonus program. For each calendarany fiscal year of the Company that occurs during the Employment Period, Executive shallPeriod of Employment, the bonus program for such fiscal year will be eligible to receivebased on certain financial, operational, or other metrics or goals, and may include a discretionary annual bonus subjectcomponent based on the Executive’s individual performance and contributions to the terms of the bonus plan establishedCompany, all as determined by the Board (the “Annual Bonus”). As(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 the Effective Date,Executive’s Base Salary for such fiscal year, with the Executive’s annual targetactual bonus opportunityfor any year to be determined by the Board (or a committee thereof). The Executive’s bonus (if any) for a particular fiscal year shall be equal to 100%paid not later than two and one-half months following the end of Base Salary (the “Target Bonus”), basedthat fiscal year. Except as otherwise expressly provided in Section 3, the Executive must be employed by the Company on the achievement of performance goals established bydate that the Board. For the 2018 calendar year, Executive will be eligibleCompany actually pays bonuses under such program for a prorated Annual Bonus determined by multiplying the Annual Bonusparticular fiscal year in order to be considered for and to have earned his bonus (if any) by a fraction, the numerator of which is equal to the number of days Executive works in calendar year 2018 and the denominator of 365. for such fiscal year.

Discretionary Bonus. ForWith respect to each calendarfiscal year that ends during the Employment Period,Term, commencing with fiscal year 2024, the Executive shall be eligible to receive a discretionary annual bonus subjectin such amounts and based upon achievement of such corporate and/or individual performance and other criteria as shall be approved by the Compensation Committee from time to the termstime, with a target amount, if such performance and other criteria are achieved, of eighty-five percent (85%) 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”Bonus Amount”), basedwhich bonus shall be paid in a manner consistent with the Company’s bonus practices then in effect. The Target Bonus Amount and the maximum payout for any subsequent renewal Term of the Agreement shall be determined by the Compensation Committee. To be eligible to receive a bonus, the Executive must be employed by the Company on the achievement of performance goals established bydate the Board. For the 2018 calendar year, Executive will be eligible for a prorated Annual Bonus determined by multiplying the Annual Bonus (if any) by a fraction, the numerator of whichbonus is equal to the number of days Executive works in calendar year 2018 and the denominator of 365. paid.

Discretionary Bonus. For each calendar year duringAnnual Incentive Compensation. During the Employment Period, Executive shall be eligible to receiveparticipate in an annual cash bonus program maintained for senior executive officers of the Company (the “Annual Incentive Program” or the “Plan”), with a discretionaryminimum target 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%75% of Base Salary (the “Target Bonus”), based on for each year during the achievementEmployment 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 performancethe 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 Board. ForCompensation Committee pursuant to the 2018 calendar year, ExecutivePlan, 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 a prorated Annual Bonus determined by multiplyingtreated 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 Bonus (if any) by a fraction,Incentive Program shall be paid to Executive no later than March 15th of the numerator of which is equal to the number of days Executive works in calendar year 2018 andfollowing the denominator of 365. calendar year for which the bonus is earned.

DiscretionaryAnnual Bonus. For each calendar year during the Employment Period,In addition to his Base Compensation, Executive shall be eligible to receive each year during the Term, a discretionary annual bonus subject to the terms of the bonus plan establishedcash incentive payment (“Bonus”) in an amount determined 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 Executive’s individual performance, the achievementperformance of Company and performance goals established by the Board. For the 2018 calendar year, Executive willThe target Bonus shall be eligible for a prorated Annual Bonus determined by multiplying the Annual Bonus (if any) by a fraction, the numerator of which isan amount equal to 75% of Executive’s Base Compensation in effect at the numbertime the Bonus is determined (“Target Bonus”). Such Bonus, if any, shall be paid not later than March 15 of days Executive works inthe calendar year 2018 andfollowing the denominatorcalendar year in which the Bonus was earned. Except as otherwise stated expressly in this Agreement, Executive must be employed with Company through December 31 of 365. the calendar year during which the Bonus is earned to receive any part of the Bonus payment.

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