Discretionary Termination. The Company may, at its sole and absolute discretion, determine to terminate the Plan, provided that: # the termination does not occur proximate to a downturn in the financial health of the Company, # all arrangements sponsored by the Company that would be aggregated with the Plan pursuant to Treasury Regulation 1.409A-1 # if the same Participant participated in all of the arrangements are terminated; # no payments other than the payments that would be payable under the terms of the arrangements if the termination had not occurred are made within 12 months of the termination of the arrangements; # all payments are made within 24 months of the termination of the arrangements; and # the Company does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulation 1.409A-1(c) if the same Participant participated in both arrangements, at any time within three years following the date of termination of the arrangements.

Discretionary Bonus. During the Employment Term, in addition to the Base Compensation, for each fiscal year of Employer ending during the Employment Term, Executive shall have the opportunity to receive an annual ex gratia cash bonus, which may be awarded in Employer's sole discretion, in an amount equal to up to one hundred percent (100%) of the Base Compensation (the "Discretionary Bonus") then in effect. The Discretionary Bonus shall be based on annual performance criteria and the achievement of personal objectives by Executive, which shall be mutually agreed upon by Employer and the Board and assessed by the Board in its sole discretion. The Discretionary Bonus shall be paid to Executive as soon as practicable, but in no event later than 120 days following the fiscal year to which it relates. The Discretionary Bonus shall be paid to the Executive only if the Executive is employed by Employer on the date of payment. With respect to the 2022 fiscal year of Employer, the amount of Executive's Discretionary Bonus shall be no less than eighty percent (80%) of Executive's Base Compensation.

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 Acceleration. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock will be considered as having vested as of the date specified by the Administrator.

Discretionary Bonus. Following the end of each calendar year and subject [[Organization A:Organization]] the approval of the Board, the Executive may be eligible [[Organization A:Organization]] receive in that subsequent year a discretionary retention and performance bonus (the “Annual Bonus”). The target amount of such Annual Bonus will be 100% of the Executive’s then current Base Salary, based on the Executive’s performance and the Company’s performance during the applicable calendar year, as determined by the Board in its sole discretion. The Executive must be an active employee of the Company on the date the Annual Bonus is distributed in order [[Organization A:Organization]] be eligible for and [[Organization A:Organization]] earn any bonus award, as it also serves as an incentive [[Organization A:Organization]] remain employed by the Company.

Plan Discretionary. The Transferee understands and acknowledges that # the Plan is entirely discretionary, # the Company and the Transferee’s employer have reserved the right to amend, suspend or terminate the Plan at any time, # the transfer of the Transferred Shares does not in any way create any contractual or other right to receive additional awards under the Plan at any time or in any amount and # all determinations with respect to any additional awards, including (without limitation) the times when awards will be granted, the number of Shares offered and the vesting schedule, will be at the sole discretion of the Company.

Discretionary Bonus. At the end of each Calendar year, if employed by the Company, Officer will be eligible for a discretionary cash bonus of between 50% and 125% of the Salary, with a target bonus of 100% of Officer’s Salary (the “Target Bonus”), based on the achievement of operational and strategic performance goals established by the Committee in consultation with Officer. Such discretionary annual bonus will be evaluated and paid (if applicable) no later than the last day of the second month following the calendar year in which such bonus was earned. The Officer and the Company will set forth the goals for 2021 within sixty (60) days after the date of this Agreement. Thereafter, goals will be set annually within sixty (60) days after the end of the company's fiscal year.

Discretionary Bonus. You will be eligible to participate in the Company’s annual bonus program pursuant to the terms of that program and you will be eligible to receive a bonus of up to thirty-five percent (35%) of your annual base salary. Your actual bonus, if any, will be determined by the Company’s Board of Directors, or the Compensation subcommittee thereof (the “Board”), in its sole discretion, based upon its evaluation of your performance, the Company’s performance, and any other considerations it deems relevant. You must be employed through the bonus payment date to be eligible for, and to earn, any such bonus. Any bonus payment will be subject to payroll deductions and required withholdings.

Discretionary Bonus. The Executive is eligible for a discretionary annual bonus (an “Annual Discretionary Bonus”) of up to one hundred percent (100%) of his then-applicable Base Annual Compensation, subject to the approval of the CEO, in his sole discretion. The CEO shall have the discretion to determine, on either a prospective or retrospective basis, the factors, criteria or annual bonus plan(s), including performance goals which must be met, if any, for such Annual Discretionary Bonus to be paid to the Executive for each applicable year. Any Annual Discretionary Bonus earned by the Executive will be paid within two and one-half (2 ½) months following the end of the calendar year in which the Annual Discretionary Bonus is earned.

Discretionary Adjustments. Whenever any provision of this Agreement requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs or any function thereof over a span of multiple days (including the Stock Price for purposes of a Make-Whole Fundamental Change), the Company will make appropriate adjustments to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the effective date, Ex-Dividend Date or Offer Expiration Date, as applicable, of the event occurs, at any time during the period when such Last Reported Sale Prices, the Daily VWAPs or function thereof is to be calculated.