Performance Goals Generally. The performance goals for Performance-Based Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to each such criteria, as specified by the Committee, consistent with this [Section 9.3]. The Committee may determine that such Awards shall be granted, exercised and/or settled upon the achievement of any single performance goal or that two (2) or more of the performance goals must be achieved as a condition to grant, exercise and/or settlement of such Awards. Performance goals may differ for Awards granted among Participants.

Performance Goals Generally. The performance goals for [Section 162(m)] Awards shall consist of one or more business criteria or individual performance criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this [Section 8(b)]. Performance goals shall be objective and shall otherwise meet the requirements of section 162(m) of the Code and regulations thereunder (including Treasury Regulation § 1.162-27 and successor regulations thereto), including the requirement that the level or levels of performance targeted by the Committee must be “substantially uncertain” at the time the Committee actually establishes the performance goal or goals.

Performance Goals. A Covered Executive may receive a bonus payment under the Plan based on the attainment of one or more performance goals that relate to the financial and operational metrics of the Company established by the Compensation Committee including but not limited to # revenue and/or annual recurring revenue (ARR), # expenses, # bookings, # operating income, # operating margin, # net operating income, # free cash flow, # earnings before interest, taxes, depreciation and amortization (EBITDA), # earnings per share, # customer retention, # increase in share price, and # any other metric or criteria as determined by the Compensation Committee from time to time. For the avoidance of doubt, the Compensation Committee may, in its discretion, establish sales commissions and bonus payments under this Plan for sales personnel based on performance goals that are applicable to sales performance.

Performance Goals. The Administrator may establish performance goals that relate to financial, operational or other performance of the Company or any of its subsidiaries or divisions, to individual performance objectives of the Covered Executive or to any other performance goal established by the Administrator in connection with a potential bonus payment (the “Performance Goals”). Performance Goals may relate to annual, semi-annual, quarterly or other performance periods established by the Administrator. It is expected that the Administrator establish annual bonus programs pursuant to this Bonus Plan. Following the completion of any performance period (at a time determined by the Administrator in its sole discretion) the Administrator may evaluate attainment of the Performance Goals. The Administrator may revise or refine Performance Goals in its discretion.

For purposes of [Sections 9, 10, 11 and 12]2]2]2] hereof, “performance goals” shall mean the criteria and objectives, determined by the Committee pursuant to the Plan, which shall be satisfied or met during the Period of Restriction or Performance Period, as the case may be, as a condition to the Participant’s receipt, in the case of a grant of the Restricted Stock, of the shares of Stock subject to such grant, or in the case of Awards of Restricted Stock Units, Performance Units or Performance Shares, of payment with respect to such Awards.

If, at the time of grant, the Committee intends a Restricted Stock Award, Restricted Stock Unit Award or Cash-Based Award to qualify as “other performance based compensation” within the meaning of Code Section 162(m), the Committee must establish performance goals for the applicable Performance Period no later than 90 days after the Performance Period begins (or by such other date as may be required under Code Section 162(m)). Such performance goals must be based on one or more of the criteria described in [Section 11(b)]. “Performance Period” means the period selected by the Committee during which performance is measured for purpose of determining the extent to which an award of Restricted Stock, Restricted Stock Units or a Cash-Based Award has been earned.

PERFORMANCE GOALS. The Committee, in its discretion, shall in the case of Grants (including, in particular, Grants other than Options) intended to qualify for an exception from the limitation imposed by Section 162(m) of the Code ("Performance-Based Grants") # establish one or more performance goals ("Performance Goals") as a precondition to the issue of Grants, and # provide, in connection with the establishment of the Performance Goals, for predetermined Grants to those Grantees (who continue to meet all applicable eligibility requirements) with respect to whom the applicable Performance Goals are satisfied. The Performance Goals shall be based upon the criteria set forth in [Exhibit A] hereto which is hereby incorporated herein by reference as though set forth in full. The Performance Goals shall be established in a timely fashion such that they are considered preestablished for purposes of the rules governing performance-based compensation under Section 162(m) of the Code. Prior to the award of Restricted Stock hereunder, the Committee shall have certified that any applicable Performance Goals, and other material terms of the Grant, have been satisfied. Performance Goals which do not satisfy the foregoing provisions of this [Section 13] may be established by the Committee with respect to Grants not intended to qualify for an exception from the limitations imposed by Section 162(m) of the Code.

Individual Goals Performance Component. In respect of the individual goals performance component, each Participant will be eligible to receive a payment equal to the result of applying the following formula to such Participant:

Performance Goals and Adjustment. Adjusted PSUs shall equal the number of PSUs that become eligible for the lapse of restrictions, pursuant to paragraph 3, contingent on achievement of the following goals for the ​ to ​ performance period:

Establishment of Performance Goals. Prior to, or shortly after the beginning of, each performance period, the Committee will approve # the participants for that performance period; # a target award opportunity for each participant, as well as threshold and maximum payout levels, which may be expressed as a percentage of the participant’s annual salary; # one or more specific performance goals that will apply for such performance period, which may vary among participants and from one performance period to another; and # a formula for determining the amounts that may become payable based on the level of achievement of the selected performance goals.