Each Participant’s award will be based upon the level of actual performance achieved relative to the established performance measures, as determined by a percentage from 0 percent to a maximum of 250 percent, as determined by the Administrator.

The Administrator shall have the sole discretion to determine each Participant’s award. The Administrator’s decision will be based upon the level of actual performance achieved.

Incentive awards paid under the Plan will be based solely on the attainment of specified performance goals established by the Committee during the first 90 days of the Plan Year; provided, however, that the Committee may establish or amend goals after the first 90 days for new hires or to reflect significant changes in a participant’s responsibilities. Performance goals will be based on objective criteria specifically defined by the Committee on a Company, business unit or peer group comparison basis, which may include or exclude specified items of an unusual or non-recurring nature and are based on one or more of the following: net income, return on assets, return on net assets, return on sales, return on capital, return on equity, return on revenue, sales growth, market share, cash flow, cost reduction, total shareholder return, economic value added, cash flow return on investment and cash value added. The Committee may also establish performance goals based on subjective and/or objective criteria relating to leadership or strategic

Determination of Individual Awards. Subject to achievement of any applicable minimum threshold objectives established under [Section 7], fulfillment of the conditions set forth in [Section 13], and compliance with the eligibility requirements set forth in [Section 5(b)], the Committee shall, as soon as practicable following, but not later than the December 31st immediately following, the end of a Performance Period, determine the amount of each Award to be made to a Participant under the Plan for the Performance Period, which amount shall, except as otherwise provided below, be the Business Performance Factor multiplied by the Target Award determined for such Participant for such Period pursuant to [Section 9]. The Committee may, in its sole discretion, reduce the amount of any Award that otherwise would be awarded to any Participant for any Performance Period. In addition, the Committee may, in its sole discretion, increase the amount of any Award that otherwise would be awarded to any Participant for a Performance Period to an amount that is higher than the applicable Business Performance Factor multiplied by the Target Award based on exceptional individual, unit, division, group or Company performance. A Participant’s final Award may be adjusted up or down by their management to reflect their individual performance, except that any matters affecting [Section 16] Persons or Executive Participants shall remain with the Committee. Individual Award amounts may be less than (including ​) or greater than 100% of the related Target Award. Notwithstanding anything contained in the Plan to the contrary, the Committee may determine in its sole discretion not to make an Award to a particular Participant or to all Participants selected to participate in the Plan for any Performance Period.

Actual performance shall be compared to any predetermined Performance Goals to determine payout of Awards. An authorized Administrator shall then determine the percentage of the Target Award (using the related payout schedule) to be distributed to Employees for the relevant Performance Period as it may determine in its sole and complete discretion.

The Board in its sole discretion shall approve the amount of the aggregate incentive compensation awards to be granted based on the recommendation of the Committee. The incentive compensation awards to be made to the Chairman of the Board and/or the Chief Executive Officer of Commerce shall be determined by the Committee. All other awards to be made under this Plan may be determined by the Committee, or should the Committee so direct, by a committee consisting of the Chief Executive Officer of Commerce, a Vice Chairman designated by the Chief Executive Officer, and the Executive Director of Talent Management.

Each Participant’s Award for a Plan Year will be determined after the end of each Plan Year by multiplying the Participant’s Target Award by the Final Funding Percentage; and multiplying such amount by the applicable Individual Performance Modifier determined in accordance with [Article VI].B. below. The O&C Committee shall determine each Award for Executive Officers and Additional Persons and the Executive Team shall determine each Award for other Participants.

if there is no such Individual Agreement or if such Individual Agreement does not define “cause,” # conviction of, or plea of guilty or no contest by, ​ for committing a felony in the United States (a “U.S. Felony”) or for committing a crime comparable to a U.S. Felony outside the United States, which, in each case, regardless of where such crime occurs, has had or will have a detrimental effect on ​’s

Individual Limit. Notwithstanding anything in this Plan to the contrary, the aggregate dollar value of equity-based (based on the grant date fair value of equity-based Awards as determined for financial reporting purposes) and cash compensation granted under this Plan or otherwise during any calendar year to any individual Outside Director for services in such capacity shall not exceed ​; provided, however, that in the calendar year in which an Outside Director first joins the Board or is first designated as Chairman of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation to the Outside Director may be up to two hundred percent (200%) of the foregoing limit. For avoidance of doubt, compensation will count towards this limit for the calendar year in which it was granted or earned, and not later when distributed, in the event it is deferred.

Individual Quota. Management and the Board of Directors determine a revenue target for the Company each year. Based upon that determination, the Plan Administrators determine an individual quota for each sales personnel. The Plan Administrators assigned Participant, as Vice President-Global Sales to whom all PCTEL sales personnel report directly or indirectly, an Individual Quota equal to the target revenue of the Company, as approved by the Board of Directors in the Company’s 2023 financial plan.