Discretionary Deferrals. The Board of Directors may, in its sole discretion, provide additional compensation to eligible directors in the form of Share Units, with such Share Units being deferred and credited to the participant’s deferred compensation account pursuant to Section 3.

Deferrals. The Fees deferred by the Participant as of the time the Fees would have otherwise been paid to the Participant.

Deferrals. The Committee may permit recipients of Awards to defer the distribution of all or part of any Award in accordance with Section 409A of the Code (if applicable) and such terms and conditions as the Committee shall establish.

“Contribution Credits” means Participant Deferrals, Automatic Company Contribution Credits, Employer Matching Contribution Credits, and Discretionary Employer Contribution Credits.

Discretionary Authority. Subject to the express limitations of the Plan, the Administrator shall have authority in its sole discretion to determine the time or times at which bonus payments are made, the selection of Covered Executives, the determination of Performance Goals (as defined below), form of payment, and all other terms of the bonus payment. The Administrator shall have discretionary authority to interpret this Bonus Plan, to make all factual determinations under this Bonus Plan, and to make all other determinations necessary or advisable for the administration of this Bonus Plan. All interpretations, determinations, and actions, by the Administrator shall be final, conclusive, and binding upon all parties.

Discretionary Termination. Regeneron, in its sole discretion, may terminate this Agreement in its entirety effective as of any time after the ​ of the Effective Date upon delivery of at least ​ days’ prior written notice to CytomX.

Discretionary Rights. The Advance Rates may be increased or decreased by [[Organization B:Organization]] at any time and from time to time in the exercise of its Permitted Discretion. Each Borrower consents to any such increases or decreases and acknowledges that decreasing the Advance Rates or increasing or imposing other reserves may limit or restrict Advances requested by Borrowing [[Organization B:Organization]]. The rights of [[Organization B:Organization]] under this subsection are subject to the provisions of [Section 16.2(b)]. The [[Organization B:Organization]] shall give Borrowing [[Organization B:Organization]] five (5) Business Days prior notice of its intention to decrease the Advance Rates. Notwithstanding the foregoing, any change in Advance Rates shall not trigger an obligation of the [[Organization A:Organization]] to repay any Obligations incurred based on Advance Rates as they existed prior to such change.

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.

Discretionary Termination. The Employer may terminate and liquidate this Agreement provided that: # the termination does not occur proximate to a downturn in the financial health of the Employer; # all arrangements sponsored by the Employer and Affiliates that would be aggregated with any terminated arrangements under Treasury Regulations §1.409A-1(c) are terminated; # no payments, other than payments that would be payable under the terms of this Agreement if the termination had not occurred, are made within twelve (12) months of the date the Employer takes the irrevocable action to terminate this Agreement; # all payments are made within twenty-four (24) months following the date the Employer takes the irrevocable action to terminate and liquidate this Agreement; and # neither the Employer nor any of its Affiliates adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations §1.409A-1(c) if the Executive participated in both arrangements, at any time within three (3) years following the date the Employer takes the irrevocable action to terminate this Agreement.

Discretionary Bonus. During the Employment Period, Executive shall be entitled to participate in an equitable manner with other senior management employees of the Employer in such annual or other periodic bonus programs (if any) as may be maintained from time to time by the Employer for its executive officers.