Annual Bonus: Within sixty (60) days after the Effective Date, the Board (or the Compensation Committee thereof, if any) shall determine criteria for measuring Executive's accomplishments during the remainder of the 2021 fiscal year, and prior to each subsequent fiscal year during the Employment Period the Board shall likewise determine such criteria for the coming fiscal year. For each fiscal year during the Employment Period, the Executive shall be eligible to receive a bonus (the "Annual Bonus") in the amount of up to fifty percent (50%) of his annual salary, as determined by the Board, based upon Executive's accomplishment of the aforesaid criteria. The Annual Bonus shall be paid by the Company to the Executive promptly after its determination that the relevant criteria have been satisfied, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s annual audit and public announcement of such results and shall be paid promptly following the Company’s announcement of earnings.

Annual Bonus: Within sixty (60) days afterBonus. In addition to Annual Base Salary, the Effective Date, the Board (or the Compensation Committee thereof, if any)Executive shall determine criteriabe awarded, for measuring Executive's accomplishments during the remainder of the 2021 fiscal year, and prior to each subsequent fiscal year during the Employment Period the Board shall likewise determine such criteria for the coming fiscal year. For each fiscal yearending during the Employment Period, an annual bonus in cash at least equal to the highest cash bonus paid to the Executive shall be eligibleby the Company and its affiliated companies in respect of the ten fiscal years (or such shorter period during which the Executive has been employed by the Company) immediately preceding the fiscal year in which the Effective Date occurs (annualized for any fiscal year during such period consisting of less than twelve full months or with respect to receive a bonus (thewhich the Executive has been employed by the Company for less than twelve full months) (referred to herein as the "Annual Bonus") in the amount of up to fifty percent (50%) of his annual salary, as determined by the Board, based upon Executive's accomplishment of the aforesaid criteria. The. Each such Annual Bonus shall be paid byno later than the Company toend of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive promptly after its determination thatshall elect to defer the relevant criteria have been satisfied, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s annual audit and public announcementreceipt of such results and shall be paid promptly following the Company’s announcement of earnings.Annual Bonus.

Annual Bonus: Within sixty (60) days after the Effective Date, the Board (or the Compensation Committee thereof, if any) shall determine criteria for measuring Executive's accomplishments during the remainder of the 2021 fiscal year, and prior to each subsequent fiscal year during the Employment Period the Board shall likewise determine such criteria for the coming fiscal year. For each fiscal year duringBonus. During the Employment Period, the Executive shall be eligible to receive aan annual target bonus (the "Annual Bonus"(a “Bonus”) in the amount of up to fifty percent (50%) of his annual salary,if, as reasonably determined by the Board or, to the extent delegated by the Board, based upon Executive's accomplishmentthe Committee one or more of the aforesaid criteria. The Annualperformance targets annually determined by the Board or the Committee (“Performance Targets”) is achieved. If all of the Performance Targets are achieved, the Bonus shallwill 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 respect of this paragraph may be paidless than the Target Bonus. Except as set forth in [Section 5(a)] hereof, the Executive must be employed by the Company on the day any such 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 the sole discretion of the Board. After any such adjustment, the term “Target Bonus” shall refer to the Executive promptly after its determination that the relevant criteria have been satisfied, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s annual audit and public announcement of such results and shall be paid promptly following the Company’s announcement of earnings.increased amount.

Annual Bonus: Within sixty (60) days afterBonus. In addition to Annual Base Salary, upon the Effective Date,terms and subject to the Board (orconditions of this paragraph (b), the Compensation Committee thereof, if any) shall determine criteriaExecutive shall, for measuring Executive's accomplishments during the remainder of the 2021 fiscal year, and prior to each subsequent fiscal year during the Employment Period the Board shall likewise determine such criteria for the coming fiscal year. For each fiscal yearending during the Employment Period, the Executive shall be eligibleentitled to receive aan annual cash bonus (the "Annual Bonus") inopportunity equal to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with the amounttargeted percentages generally awarded to other peer executives of upthe Company and its Affiliated Companies, but at least equal to fifty percent (50%)the higher of # the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or # the average percentage of his annual salary, as determinedbase salary (as in effect for the applicable years) that was paid or payable, including by reason of any deferral, to the Executive by the Board, based uponCompany and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under [clause (ii)] of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive was employed for, and received pro-rated annual incentive compensation with respect to, less than the full twelve months, and, if the Executive has not been employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's accomplishment of the aforesaid criteria. Theemployment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph # shall be qualified by the Company to the Executive promptly after its determination that the relevant criteria have been satisfied, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s annual auditterms and public announcement of such results and shall be paid promptly following the Company’s announcement of earnings.conditions.

Bonus. During the Effective Date,Period of Employment, the Board (orExecutive will be entitled to participate in a cash bonus program. For any fiscal year of the Compensation Committee thereof, if any) shall determine criteria for measuring Executive's accomplishmentsCompany that occurs during the remainderPeriod of Employment, the 2021 fiscal year, and prior to each subsequentbonus program for such fiscal year duringwill be based on certain financial, operational, or other metrics or goals, and may include a component based on the Employment PeriodExecutive’s individual performance and contributions to the Board shall likewise determine such criteria for the coming fiscal year. For each fiscal year during the Employment Period, the Executive shall be eligible to receive a bonus (the "Annual Bonus") in the amount of up to fifty percent (50%) of his annual salary,Company, all as determined by the Board, based upon Executive'Board (or a committee thereof) in its sole discretion. The Executive’s accomplishmenttarget bonus for a fiscal year (commencing with fiscal year ​) shall be 100% of the aforesaid criteria.Executive’s Base Salary for such fiscal year, with the Executive’s actual bonus for any year to be determined by the Board (or a committee thereof). The Annual BonusExecutive’s bonus (if any) for a particular fiscal year shall be paid not later than two and one-half months following the end of that fiscal year. Except as otherwise expressly provided in [Section 3], the Executive must be employed by the Company toon the Executive promptly after its determinationdate that the relevant criteriaCompany actually pays bonuses under such program for a particular fiscal year in order to be considered for and to have been satisfied, it being understood that the attainment of any financial targets associated with anyearned his bonus shall not be determined until following the completion of the Company’s annual audit and public announcement of(if any) for such results and shall be paid promptly following the Company’s announcement of earnings.fiscal year.

Annual Bonus: Within sixty (60) days after the Effective Date, the Board (or the Compensation Committee thereof, if any) shall determine criteria for measuring Executive's accomplishments during the remainder of the 2021 fiscal year, and prior to each subsequent fiscal year during the Employment Period the Board shall likewise determine such criteria for the coming fiscal year. For each fiscal year during the Employment Period, theBonus. Executive shall beis eligible to receiveearn a target annual bonus (the "Annual Bonus") in the amount of up100% of Executive’s Base Salary based upon achievement of performance objectives to fifty percent (50%) of his annual salary, asbe determined by the Board, basedCommittee in its sole discretion after conferring with Executive and payable upon Executive's accomplishmentachievement of those applicable objectives, subject to minimum and maximum limits as established by the Committee (the “Annual Bonus”). If the Committee, in its sole discretion, determines the applicable performance objectives are achieved in a manner that would result in a payment of the aforesaid criteria. 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 being employed on the date of payment; provided, however, that if the Employment Term is not 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 be eligible for the annual bonus for such performance period and the annual bonus for such performance period shall be paid by the Company to the Executive promptly after its determination that the relevant criteria have been satisfied, it being understood that the attainment of any financial targets associated with any bonus shall not be determined untilno later than 2 1⁄2 months following the completion of the Company’s annual audit and public announcementend of such resultsperformance period . The Committee may modify the structure and shall be paid promptly following the Company’s announcement of earnings.performance objectives used for Annual Bonus determinations.

Annual Bonus: Within sixty (60) days after the Effective Date, the Board (or the Compensation Committee thereof, if any) shall determine criteria for measuring Executive's accomplishments during the remainder of the 2021 fiscal year, and priorBonus. In addition to each subsequent fiscal year during the Employment Period the Board shall likewise determine such criteria for the coming fiscal year. For each fiscal year during the Employment Period, thehis Base Compensation, Executive shall be eligible to receive each year during the Term, a bonus (the "Annual Bonus"cash incentive payment (“Bonus”) in thean amount of up to fifty percent (50%) of his annual salary, as determined by the Board,Board based upon Executive'on Executive’s accomplishmentindividual performance, the performance of Company and performance goals established by the aforesaid criteria.Board. The Annualtarget Bonus shall be paid byan amount equal to 75% of Executive’s Base Compensation in effect at the Company totime the Executive promptly after its determination that the relevant criteria have been satisfied, it being understood that the attainment of any financial targets associated with any bonus shall not beBonus is determined until following the completion of the Company’s annual audit and public announcement of such results and(“Target Bonus”). Such Bonus, if any, shall be paid promptlynot later than March 15 of the calendar year following the Company’s announcementcalendar 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 earnings.the calendar year during which the Bonus is earned to receive any part of the Bonus payment.

Annual Bonus: Within sixty (60) days afterBonus. Beginning with the Effective Date, the Board (or the Compensation Committee thereof, if any) shall determine criteria for measuring Executive'Company’s accomplishments during the remainder of the 2021 fiscal year, and prior to each subsequent2023 fiscal year and for each fiscal year thereafter during the Employment Period the Board shall likewise determine such criteria for the coming fiscal year. For each fiscal year during the Employment Period, theTerm, Executive shallwill be eligible to receive aearn an annual bonus (the "Annual Bonus"“Bonus”) based upon Executive’s contributions and performance, in the form of cash in an amount of up to fifty percent (50%) of his annual salary,​, as determined by Senior Management and approved by the Board, based upon Executive's accomplishmentBoard or any authorized committee (the “Committee”). The earning and payment of an annual bonus shall be a discretionary decision of the aforesaid criteria.Committee and may be pro-rated during the first partial fiscal year of Executive’s employment. The AnnualBonus, if any, will be paid as soon as practical following the determination by the Board or the Committee that the terms of the Bonus shallhave been satisfied and amount calculated, but in no event after the fifteenth day of the third month of the Company’s fiscal year or the calendar year, whichever is later, following the date the Bonus is awarded and calculated and it is no longer subject to a substantial risk of forfeiture. To be paideligible to earn the Bonus, to encourage Executive’s retention, Executive must be employed by the Company toon the Executive promptly after its determination thatday the relevant criteria have been satisfied, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s annual audit and public announcement of such results and shall be paid promptly following the Company’s announcement of earnings.Bonus is paid.

Annual Bonus: Within sixty (60) days after the Effective Date, the Board (or the Compensation Committee thereof, if any) shall determine criteriaBonus. Executive will have an annual bonus opportunity for measuring Executive's accomplishments during the remainder of the 2021 fiscal year, and prior to each subsequent fiscal year during the Employment Period the Board shall likewise determine such criteria for the coming fiscal year. For each fiscal year duringof the Employment Period,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 year shall not be less than 125% of his then-current Base Salary for such year (the “Target Bonus Opportunity”). Executive shallmust be an active employee on the date the annual bonuses are paid on a Company-wide basis in order to be eligible to receive any 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 a bonus (the "Annual Bonus")for such fiscal year, in the amount of up to fifty percent (50%) of his annual salary,which event he shall be eligible for a bonus as determined by the Board, based upon Executive's accomplishment of the aforesaid criteria. The Annual BonusCommittee, and such bonus, if any, shall be paid byno later than two and one-half (2½) months after the Company to the Executive promptly after its determination that the relevant criteria have been satisfied, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s annual audit and public announcementend of such results and shall be paid promptly following the Company’s announcement of earnings.fiscal year.

Annual Bonus: Within sixty (60) days after the Effective Date, the Board (or the Compensation Committee thereof, if any) shall determine criteria for measuring Executive's accomplishments during the remainder of the 2021 fiscal year, and prior to each subsequent fiscalReview; Bonus Opportunity. Each year during the Employment PeriodTerm of Employment, on the Board shall likewise determine such criteria foranniversary date of the coming fiscal year. For each fiscal year during the Employment Period, theCEO Start Date (expected to be September 1st), Executive shall be eligible to receive aan annual performance bonus (the "Annual Bonus"(a “Bonus”), payable in cash for each fiscal year within the Term of Employment, in an amount of up20% percent of the Annual Base Salary amount applicable to fifty percent (50%)such year of his annual salary,service of the Executive as determined by the Board, based upon Executive's accomplishmentBoard in its sole discretion. Actual payment of the aforesaid criteria. The Annualany Bonus shall be in an amount determined by the satisfaction of quantifiable and qualitative performance criteria established by the Board. Any Bonus earned by Executive shall be paid in accordance with the Company’s compensation and payroll Policies and practices in effect from time to time. In order to earn and be eligible to receive any Bonus, Executive must be employed by the Company toon the Executive promptly after its determination that the relevant criteria have been satisfied, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completionlast day of the Company’s annual audit and public announcement offiscal year to which such results and shall be paid promptly following the Company’s announcement of earnings.Bonus relates.