“Establishment of the Target Amounts. Pursuant to, and subject to, the terms and conditions set forth herein, and in the Plan, the Company hereby establishes the Participant’s Target Amount at $[●] for the Performance Period. The Cash Bonus shall be determined based on Target Amount in the manner set forth in Sections 3 and 4 hereof.

The election is available for Performance Share Awards issued in the Company’s Fiscal Year ending in calendar year 2003 and 2004.

2016, which is the fiscal year for which Financial Performance and Personal/Team Performance, and any Plan awards, will be calculated

any such Awards that are Performance Awards for which the applicable Performance Period has not elapsed, shall vest at the target level of performance;

The number of APS to be issued will be dependent upon the operating income performance, with a percentage payout up to a maximum of 200% of the target number set forth above, while the number of LTPS to be issued will be dependent upon the percentage payout under the Plan. During fiscal year 2015, the Compensation and Governance Committee decided to discontinue the LTPS program, and no further LTPS awards were granted during fiscal year 2015.

The Executive shall be entitled to participate in the Company’s equity incentive programs for the 2023 fiscal year of the Company with awards of restricted common stock of the Company and performance stock units (or equivalents) of the Company commensurate with the level of other Named Executive Officers*1 of the Company (excluding the Chief Executive Officer) but with a target award of restricted common stock of not less than $699,000 and a target performance award of performance stock units (or equivalents) of not less than $838,800.

a payment equal to the greater of ‑‑ # Executive’s actual bonus for the fiscal year of the Company preceding the fiscal year in which the Change in Control occurs or # Executive’s target bonus for the fiscal year of the Company in which the Effective Date of Termination occurs, calculated assuming that both the Company and Executive achieved the performance objectives required to earn the target bonus, and prorated based on the number of days elapsed in the Company’s fiscal year during which his employment terminates;

Bonus. Starting with Fiscal Year 2025, Executive shall be eligible for a target bonus of 50% of the base salary paid to Executive during the prior fiscal year based upon the Board’s assessment of his performance and the performance of the Company during the prior fiscal year. For clarity, the Executive’s target bonus for Fiscal Year 2024 will be 40% of the base salary paid to the Executive during such year. Unless otherwise stated herein, to earn any bonus, the Executive must be employed by the Company on the day such bonus is paid. In all events, any bonus awarded pursuant to this Section 3(b) will be paid within 2-1/2 months following the end of the fiscal year for which it is earned.

Performance Awards. The Committee is hereby authorized to grant Performance Awards to Eligible Persons subject to the terms of the Plan and any applicable Award Agreement. A Performance Award granted under the Plan # may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock and Restricted Stock Units), other securities, other Awards or other property and # shall confer on the holder thereof the right to receive payments, in whole or in part, upon the achievement of one or more performance goals during such performance periods as the Committee shall establish. Subject to the terms of the Plan, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award granted, the amount of any payment or transfer to be made pursuant to any Performance Award and any other terms and conditions of any Performance Award shall be determined by the Committee. Performance Awards that are granted to Eligible Persons who may be “covered employees” under [Section 162(m)] and that are intended to be “qualified performance-based compensation” within the meaning of [Section 162(m)], to the extent required by [Section 162(m)], shall be conditioned solely on the achievement of one or more objective Performance Goals established by the Committee within the time prescribed by [Section 162(m)], and shall otherwise comply with the requirements of [Section 162(m)], as described below.

Performance Awards. In the event of a Change in Control, the number of Shares or units subject to each of the Participant’s outstanding Performance Awards granted under the Plan that may vest shall be deemed to be equal to the goal payout of such Performance Award and the remainder of the Award will terminate, regardless of whether the Participant’s outstanding Performance Awards are assumed or replaced as provided in [Section 11(b)(1)] above. In the event of a Change in Control in which the Participant’s outstanding Performance Awards granted under the Plan are assumed or replaced as provided in [Section 11(b)(1)] above, such outstanding Performance Awards will continue to be subject to any continuing service requirements of the Awards. However, a fraction of such outstanding Performance Awards granted under the Plan will vest (and any restrictions on that fraction of such Awards shall lapse) and the remainder of the Awards will terminate if, within two years after the Change in Control and during the continuing service period of the Performance Awards, the Participant’s employment: