SECTION # GUARANTEE‌172

Fiscal Period. This Plan shall be operated on the basis of a January 1 to December 31 fiscal year for the purpose of keeping the Plan’s books and records and distributing or filing any reports or returns required by law.

The Committee established the performance criteria and targets for the fiscal 2016 bonus payable in fiscal 2017 under the Company's 2016 Executive Incentive Compensation Plan. The performance criterion is operating income before bonus expense. Subjective factors based on an executive's individual performance can reduce an executive's bonus. As Chief Executive Officer, Mr. Sifford's bonus target is 80% of his salary but he can earn up to 125% of his salary if all performance targets are met. The bonus target for Messrs. Baker, Jackson, and Scibetta is 60% of their salary but they can earn up to 100% of their salary if all performance targets are met.

End of Fiscal Years; Fiscal Quarters. Each Borrower and Guarantor shall, for financial reporting purposes, cause its, and each of its Subsidiaries’ # fiscal years to end on the dates for the end of each such fiscal year set forth on [Schedule 9.14] hereto and # fiscal quarters to end on the dates for the end of each such fiscal quarter set forth in [Schedule 9.14] hereto.

Incentive Compensation. For any fiscal year ending during the Employment Period, the Board may, but is not obligated to, award incentive compensation to the Executive based upon the Company’s operating results for and the Executive’s performance during such fiscal year and such other performance objectives, targets and criteria for the Executive that the Board may establish and adjust for that fiscal year (the “Incentive Compensation”). The amount of any Incentive Compensation shall be calculated as a percentage of the Base Salary (current Target Rate is 60% of Base Salary) in effect during that fiscal year, which percentage shall be determined and may be adjusted by the Board (the “Target Rate”) based on such results, performance and objectives. In addition to such results, performance and objectives, the Board may take into account any extraordinary, unusual or non-recurring items realized or incurred by the Company during that fiscal year deemed appropriate by the Board in determining any Incentive Compensation. The Company shall pay to the Executive any approved Incentive Compensation on or around April 1 following the end of the fiscal year for which the Incentive Compensation was based; provided, that the Executive was employed in the Position as of that fiscal year end, and any such Incentive Compensation shall be subject to withholdings for applicable taxes and other legally-required or previously-agreed payroll deductions.

The restricted stock grants shall be made following fiscal year end, after the compensation committee has had a reasonable amount of time to review the audited fiscal year end financials.

Long-Term Incentive Awards. With respect to each fiscal year that ends during the Employment Term, commencing with fiscal year 2024, the Executive shall be granted a long-term incentive award in an amount determined by the Compensation Committee. Notwithstanding the foregoing, for fiscal year 2024, the grant date fair value of the Executive’s

an annual bonus of $10,000 for the fiscal year ending June 30, 2018, if Employee is employed by the Company as of such date, and for each subsequent fiscal year, such bonus or bonuses as may be determined by the Board of Directors of the Company (the “Board”), or the compensation committee thereof (the “Compensation Committee”), in its sole discretion, in each case payable not later than the 97th day of the next fiscal year; and

Plan Year. “Plan Year” means the period from January 1 through December 31.

Tax Year. The fiscal and taxable year of the Company shall be the calendar year, unless otherwise required by the Code.