the Company shall pay the Executive a pro-rata portion of the Performance Bonus based upon actual achievement of the performance metrics for the fiscal year in which the Termination Date occurs (calculated by dividing the number of full months of the applicable fiscal year through the Date of Termination by 12, and multiplying this fraction by the Executive’s then effective Performance Bonus Target) (the “Pro-Rata Bonus”).

Annual Bonus for Year of Termination. The Executive will receive a Bonus for the year in which the Termination Date occurred, calculated based on actual performance as provided in the applicable Compensation Plan, pro-rated for the number of months in the year in which the Executive provided services to the Company and assuming target performance on any subjective performance criteria. This pro rata Bonus will be be paid to the Executive at the same time bonuses are paid to other executives of the Company but no later than 2-1/2 months after the fiscal year end.

Pro-Rata Bonus. The Company shall pay a pro-rata portion of any unawarded Annual Bonus for the calendar year in which the Executive’s termination occurs based on the Board’s determination of actual achievement of performance criteria for that year (determined by multiplying the amount of the Annual Bonus which would be due for the full calendar year by a fraction, the numerator of which is the number of days during the calendar year of termination that the Executive is employed by the Company and the denominator of which is 365) (the “Pro-Rata Bonus”) payable at the time provided for in Section 6.

the Company will pay Executive a pro-rated annual bonus for the fiscal-year in which the Date of Termination occurs equal to # the amount Executive would have earned, if any, under § 5(b)(i) for the year of termination based on actual financial performance for such fiscal year, times # a fraction, the numerator of which is the number of full months in the fiscal year preceding the Date of Termination and the denominator of which is twelve (12); provided that such bonus shall be paid only if the pre-established performance targets are in fact certified by the Committee to have been met, and such bonus shall be paid in a single lump sum cash payment no later than two and one-half (2½) months after the end of the fiscal year in which the bonus is earned; provided further that if Executive terminates employment pursuant to § 7(c)(ii) upon a reduction in Executive’s Target Bonus Opportunity, such prorated bonus shall be calculated based on Executive’s Target Bonus Opportunity as in effect immediately prior to such reduction in Executive’s Target Bonus Opportunity; and