The amount of the Executive’s annual incentive compensation shall be based on the achievement of the performance goal(s) established for . The Committee shall determine the amount of the annual incentive compensation that may be earned, as well as the performance goals(s) that must be achieved. The potential incentive payout amount and the performance goal(s) will be communicated to the Executive by the Company. Annual incentive compensation, if earned, shall be paid

Incentive Compensation Award. “Incentive Compensation Award” shall have the meaning set forth in the LTIP.

Annual Incentive Compensation. For each of [[Organization A:Organization]]’s fiscal years during [[Organization A:Organization]] Term, Employee will be eligible to earn an annualized cash bonus as determined by [[Organization A:Organization]] Board in its discretion and subject to [[Organization A:Organization]] terms of any written document addressing such annual cash bonus as [[Organization A:Organization]] Board may adopt in its sole discretion. For [[Organization A:Organization]]’s 2018 fiscal year, Employee’s target annualized cash bonus under this Section 4.2 will be fifty percent (50%) of Employee’s annualized Base Salary for [[Organization A:Organization]]’s 2018 fiscal year, subject to [[Organization A:Organization]] terms and conditions identified in [[Organization A:Organization]]’s Fiscal Year 2018 Management Bonus Plan. Future annual cash bonus opportunities will be determined by [[Organization A:Organization]] Personnel and Compensation Committee or [[Organization A:Organization]] Board in its discretion. If a bonus is earned in accordance with this Paragraph 4.2, it will be paid to Employee by [[Organization A:Organization]] regardless of whether she is employed by [[Organization A:Organization]] on [[Organization A:Organization]] date payable.

Annual Incentive Compensation. During the Employment Period, Executive shall be eligible to participate in an annual cash bonus program maintained for senior executive officers of the Company (the “Annual Incentive Program” or the “Plan”), with a minimum target annual bonus equal to 75% of Base Salary (the “Target Bonus”) for each year during the Employment Period in which Executive participates in the Annual Incentive Program; provided, however, that any bonus related to calendar year 2016 # shall be prorated for the period between the Effective Date and December 31, 2016, and # shall not be less than the full amount of the bonus for the prorated period, as calculated per the terms of the Company’s existing Performance Bonus Plan. The actual amount of the annual bonus earned by and payable to Executive for any year or portion of a year, as applicable, shall be determined upon the satisfaction of goals and objectives established by the Compensation Committee pursuant to the Plan, and shall be subject to such other terms and conditions of the Annual Incentive Program as in effect from time to time, provided that all awards shall be designed in a manner such that the annual bonus will be treated as “qualified performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code, as amended (the “Code”). Each bonus paid under the Annual Incentive Program shall be paid to Executive no later than March 15th of the calendar year following the calendar year for which the bonus is earned.

Incentive Compensation Recovery Policy. The Company’s Incentive Compensation Recovery Policy, as may be amended from time to time, shall apply to the Units, any Shares delivered hereunder and any profits realized on the sale of such Shares to the extent that you are covered by such policy. If you are covered by such policy, the policy may apply to recoup Units awarded, any Shares delivered hereunder or profits realized on the sale of such Shares either before, on or after the date on which you become subject to such policy.

Long-Term Incentive Compensation. The Committee may # claw back all or a portion of any previously vested or paid long-term Award; or # cause a performance adjustment, including the forfeiture or cancellation, of all or a portion of any unpaid or unvested long-term Award, if the Committee, or such other designee as referenced above, determines, in its discretion, that any one of the following “Performance Conditions” has occurred:

Incentive Compensation Award Determination. The Committee shall make a written determination prior to payment of an Incentive Compensation Award as to the degree to which the applicable performance objective(s) has(have) been attained and the resulting Incentive Compensation Award payment amount. With respect to any such Committee determination, approved minutes of the meeting in which the determination is made shall be treated as written determination.

Long Term Incentive Compensation. Employee shall receive a long term incentive opportunity pursuant to the terms of the Long Term Incentive Plan of the Employer at a target of 30% of base compensation consisting of grants of time based restricted stock units and performance based restricted stock units. Actual stock earned is variable from 0% to 200% of target based on achievement of certain metrics established by the Compensation Committee of the Board of Directors of the Employer.

Incentive and Deferred Compensation. Executive shall be eligible to participate in all incentive and deferred compensation programs available this executive position, executives or officers of [[the Company:Organization]]. Such participation to be in similar form, under similar terms for each specified executive level, and to the same extent that such programs are made available to other such executives for each executive position or officers.

Incentive Compensation and Benefits. During the Extension Period, the Executive’s incentive compensation opportunities and other benefits shall be as set forth in the Employment Agreement.