Annual Bonus. During the Employment Period, the Executive shall be eligible to receive an annual target bonus (a “Bonus”) if, as reasonably determined by the Board or, to the extent delegated by the Board, the Committee one or more of the performance targets annually determined by the Board or the Committee (“Performance Targets”) is achieved. If all of the Performance Targets are achieved, the Bonus will equal not less than 40 percent of the Executive’s Base Salary (the “Target Bonus”). In the event that less than all of the Performance Targets are met by Executive, the Bonus paid in respect of this paragraph may be less than the Target Bonus. Except as set forth in Section 5(a) hereof, the Executive must be employed by the Company on the day any such earned Bonus is paid which shall be not later than 2½ months after the end of each calendar year. The Executive’s target bonus opportunity as a percentage of Base Salary may be reviewed periodically and adjusted in the sole discretion of the Board. After any such adjustment, the term “Target Bonus” shall refer to the increased amount.

Annual Bonus. During the Employment Period, the Executive shall also be eligible to receivereceive, in addition to the Base Salary, an annual bonus having a target bonus (a “Bonus”amount equal to 55% of Executive's Base Salary ("Target Bonus") if, as reasonably, with the actual amount being determined by the Board or, to the extent delegated by the Board, theCompensation Committee one or more of the Board in its discretion taking into account the Company's performance targets annually determined by the Board or the Committee (“Performance Targets”) is achieved. If all of the Performance Targets are achieved, the Bonus will equal not less than 40 percent of the Executive’and Executive's Base Salary (the “Target Bonus”).individual performance. In the event that less than all of the Performance Targets are met by Executive, the Bonus paid in respect of this paragraph may be less than theorder to receive a Target Bonus. Except as set forth in Section 5(a) hereof, theBonus, Executive must be employed by the CompanyEmployer on the day any such earned Bonusdate the bonus is paid which shall be not later than 2½ months after the end of each calendar year. The Executive’s target bonus opportunity as a percentage of Base Salary may be reviewed periodically and adjusted in the sole discretion of the Board. After any such adjustment, the term “Target Bonus” shall refer to the increased amount. paid.

Annual Bonus. During the Employment Period, the Executive shall beis eligible to receive anearn a target annual target bonus (a “Bonus”) if, as reasonablyof 100% of Executive’s Base Salary based upon achievement of performance objectives to be determined by the Board or,Committee in its sole discretion after conferring with Executive and payable upon achievement of those applicable objectives, subject to minimum and maximum limits as established by the Committee (the “Annual Bonus”). If the Committee, in its sole discretion, determines the applicable performance objectives are achieved in a manner that would result in a payment of the Annual Bonus (or portion thereof), such amount will be paid when practicable after the Committee determines the relevant performance objectives have been achieved, subject to Executive being employed on the date of payment; provided, however, that if the Employment Term is not extended as a result of a notice from the Company or Executive to the extent delegated by the Board, the Committee one or more of the performance targets annually determined by the Board or the Committee (“Performance Targets”) is achieved. If all of the Performance Targets are achieved, the Bonus will equal not less than 40 percent of the Executive’s Base Salary (the “Target Bonus”). In the event that less than all of the Performance Targets are met by Executive, the Bonus paid in respect of this paragraph mayother, Executive only shall be less than the Target Bonus. Except as set forth in Section 5(a) hereof, the Executive mustrequired to be employed by the Company on the last day anyof a performance period in order to be eligible for the annual bonus for such earned Bonus is paid whichperformance period and the annual bonus for such performance period shall be notpaid no later than 2½2 1⁄2 months afterfollowing the end of each calendar year.such performance period . The Executive’s target bonus opportunity as a percentage of Base SalaryCommittee may be reviewed periodicallymodify the structure and adjusted in the sole discretion of the Board. After any such adjustment, the term “Target Bonus” shall refer to the increased amount. performance objectives used for Annual Bonus determinations.

Annual Bonus. During the Employment Period, theIn addition to his Base Compensation, Executive shall be eligible to receive each year during the Term, a cash incentive payment (“Bonus”) in an annual target bonus (a “Bonus”) if, as reasonablyamount determined by the Board or, tobased on Executive’s individual performance, the extent delegatedperformance of Company and performance goals established by the Board,Board. The target Bonus shall be an amount equal to 75% of Executive’s Base Compensation in effect at the Committee one or moretime the Bonus is determined (“Target Bonus”). Such Bonus, if any, shall be paid not later than March 15 of the performance targets annually determined bycalendar year following the Board or the Committee (“Performance Targets”) is achieved. If all of the Performance Targets are achieved,calendar year in which the Bonus will equal not less than 40 percent of the Executive’s Base Salary (the “Target Bonus”). In the event that less than all of the Performance Targets are met by Executive, the Bonus paid in respect of this paragraph may be less than the Target Bonus.was earned. Except as set forthotherwise stated expressly in Section 5(a) hereof, thethis Agreement, Executive must be employed bywith Company through December 31 of the Company oncalendar year during which the day any such earned Bonus is paid which shall be not later than 2½ months after the end of each calendar year. The Executive’s target bonus opportunity as a percentage of Base Salary may be reviewed periodically and adjusted in the sole discretionearned to receive any part of the Board. After any such adjustment, the term “Target Bonus” shall refer to the increased amount. Bonus payment.

Annual Bonus. During the Employment Period, Executive will participate in the Executive shallCompany’s annual bonus plan applicable to senior executives and thereunder be eligible to receive an annual targetcash bonus (a(the “Bonus”) if, as reasonably determined byin the Board or, to the extent delegated by the Board, the Committee one or moreamount of 60% of the performance targets annually determined by the Board or the Committee (“Performance Targets”) is achieved. If allBase Salary upon achievement of the Performance Targets are achieved, the Bonus will equal not less than 40 percent of the Executive’s Base Salarytarget-level performance (the “Target Bonus”). InThe actual amount of any Bonus shall be determined pursuant to the event that less than all of the Performance Targets are met by Executive, the Bonus paid in respect of this paragraph may be less than the Target Bonus. Except as set forth in Section 5(a) hereof, the Executive must be employed by the Company on the day any such earned Bonus is paidannual bonus plan, which shall be not later than 2½ months afterdetermined by the end of each calendar year. The Executive’s target bonus opportunity as a percentage of Base Salary mayBoard. All Bonuses shall be reviewed periodically and adjustedpaid in the calendar year following the calendar year to which they relate at the same time bonuses are paid to other senior executives of the Company, and the Company shall use commercially reasonable efforts to make payment of any such Bonus by March 15 of the calendar year following the calendar year to which such Bonus relates. To the extent any terms of the applicable bonus plan conflict with the terms of this Agreement, the plan’s terms shall control. In addition, the Company may amend, restate or terminate its bonus plan in its sole discretion from time to time and Executive’s receipt of the Board. After any such adjustment, the term “Target Bonus” shall referbonus is subject to the increased amount.meeting eligibility requirements.

Annual Bonus. During the Employment Period,Term, the Executive shall be eligibleentitled to receive an annualparticipate in the Company’s executive bonus plan, under which a discretionary bonus (the “Annual Bonus”) may be awarded by the Board for each calendar year, payable in cash in accordance with, and subject to the terms and conditions of, the Company’s then applicable short-term bonus or other cash incentive program (each, a “Bonus Program”). The Executive’s aggregate target bonus (a “Bonus”award for each calendar year will be 30% of his then Base Salary (the “Target Annual Bonus”) if, as reasonably. The Executive’s actual Annual Bonus may range from a minimum amount of 0% to a maximum of 30% of his Base Salary, and will be determined by the Board or,Company and will be contingent upon the attainment of performance goals reasonably established in good faith by the Company. The target date for any Annual Bonus compensation payable to the extent delegatedExecutive shall be March 15 of the calendar year following the calendar year to which such Annual Bonus relates, subject to the approvals required above. Such Annual Bonuses, if any, are awarded in part to incentivize the Executive to remain in the Company’s employ, therefore it is a condition of any award that the Executive remain employed by the Board,Company through the Committee one or more ofdate the performance targets annually determined by the Board or the Committee (“Performance Targets”)Annual Bonus is achieved. If all of the Performance Targets are achieved, the Bonus will equal not less than 40 percent of the Executive’s Base Salary (the “Target Bonus”). In the event that less than all of the Performance Targets are met by Executive, the Bonus paid in respect of this paragraph may be less than the Target Bonus. Exceptpaid, except as set forth in Section 5(a) hereof, the Executive must be employed by the Company on the day any such earned Bonus is paid which shall be not later than 2½ months after the end of each calendar year. The Executive’s target bonus opportunity as a percentage of Base Salary may be reviewed periodically and adjusted in the sole discretion of the Board. After any such adjustment, the term “Target Bonus” shall refer to the increased amount. 5 herein.

Annual Bonus.Bonus Compensation. During the Employment Period, theTerm, Executive shall be eligible to receive an annual target bonus (a “Bonus”(the “Annual Bonus”) if, as reasonably determinedpursuant to the terms and conditions of the Company’s annual incentive plan for executive officers (or any successor thereto). Based upon attainment of performance goals predetermined by the Board or,Compensation Committee, Executive shall be entitled to the extent delegated by the Board, the Committee one or morean Annual Bonus payment at a target level of the performance targets annually determined by the Board or the Committee (“Performance Targets”) is achieved. If all50% of the Performance Targets are achieved, the Bonus will equal not less than 40 percent of the Executive’s Base Salary (theAnnual Salary. The Compensation Committee shall review the target annual bonus percentage during the Term and may increase such percentage as it may deem advisable (such target annual bonus, as the same may be increased, the “Target Annual Bonus”). In the event that less than all of the Performance Targets are met by Executive, the Bonus paid in respect of this paragraph may be less than the Target Bonus. Except as set forth in Section 5(a) hereof, the Executive must be employed by the Company on the day any such earned Bonus is paid which shall be not later than 2½ months after the end of each calendar year. The Executive’s target bonus opportunity as a percentage of Base Salary may be reviewed periodically and adjusted in the sole discretion of the Board. After any such adjustment, the term “Target Bonus” shall refer to the increased amount.

Annual Bonus. DuringWith respect to each fiscal year that ends during the Employment Period,Term, commencing with fiscal year 2024, the Executive shall be eligible to receive an annual targeta bonus (a “Bonus”) if,in such amounts and based upon achievement of such corporate and/or individual performance and other criteria as reasonably determinedshall be approved by the Board or,Compensation Committee from time to the extent delegated by the Board, the Committee one or more of thetime, with a target amount, if such performance targets annually determined by the Board or the Committee (“Performance Targets”) is achieved. If all of the Performance Targetsand other criteria are achieved, the Bonus will equal not less than 40of eighty-five percent (85%) of the Executive’s Base Salary (the “Target Bonus”Bonus Amount”). In, which bonus shall be paid in a manner consistent with the event that less than allCompany’s bonus practices then in effect. The Target Bonus Amount and the maximum payout for any subsequent renewal Term of the Performance Targets are metAgreement shall be determined by Executive, the Bonus paid in respect of this paragraph mayCompensation Committee. To be less than the Target Bonus. Except as set forth in Section 5(a) hereof,eligible to receive a bonus, the Executive must be employed by the Company on the day any such earned Bonusdate the bonus is paid which shall be not later than 2½ months after the end of each calendar year. The Executive’s target bonus opportunity as a percentage of Base Salary may be reviewed periodically and adjusted in the sole discretion of the Board. After any such adjustment, the term “Target Bonus” shall refer to the increased amount.paid.

Annual Bonus. DuringIn addition to the Employment Period,Base Salary, the Executive shall be eligiblehave the opportunity annually to receive an annual targetearn as a bonus (a “Bonus”ninety percent (90%) if, as reasonably determined by the Board or, to the extent delegated by the Board, the Committee one or more of the performance targets annually determined by the Board or the Committee (“Performance Targets”) is achieved. If all of the Performance Targets are achieved, the Bonus will equal not less than 40 percent of the Executive’shis Base Salary (the “Target Bonus”Award Opportunity”). In determining the eventactual bonus earned each year by the Executive (the “Annual Bonus”), the HR Committee, in consultation with the Executive, shall have the discretion to increase the Annual Bonus above or decrease the Annual Bonus below the Target Award Opportunity for that less than allyear. In so doing, the HR Committee’s determination shall be based upon an assessment of the Performance Targets are met by Executive,performance of both the Bonus paid in respect of this paragraphExecutive and the Company taking into consideration such performance goals as may be lessestablished by the HR Committee periodically in consultation with the Executive. Any Annual Bonus due hereunder shall be payable to the Executive no later than the Target Bonus. Except as set forth in Section 5(a) hereof,15th day of the Executive must be employed by the Company on the day any such earned Bonus is paid which shall be not later than 2½ months afterthird month following the end of each calendar year. The Executive’s target bonus opportunity asthe year to which the Annual Bonus relates (subject to a percentage of Base Salary may be reviewed periodically and adjustedreasonable delay in payment due to an unforeseeable event making it administratively impracticable to make the sole discretion of the Board. After anypayment by such adjustment, the term “Target Bonus” shall refer to the increased amount. time).

Annual Bonus. During the Employment Period,Period of Employment, the Executive shallwill be eligibleentitled to receive an annual targetparticipate in a cash bonus (a “Bonus”) if,program. For any fiscal year of the Company that occurs during the Period of Employment, the bonus program for such fiscal year will be based on certain financial, operational, or other metrics or goals, and may include a component based on the Executive’s individual performance and contributions to the Company, all as reasonably determined by the Board or, to the extent delegated by the Board, the Committee one or more of the performance targets annually determined by the Board or the Committee (“Performance Targets”) is achieved. If all of the Performance Targets are achieved, the Bonus will equal not less than 40 percent(or a committee thereof) in its sole discretion. The Executive’s target bonus for a fiscal year (commencing with fiscal year 2018) shall be 100% of the Executive’s Base Salary (the “Target Bonus”)for such fiscal year, with the Executive’s actual bonus for any year to be determined by the Board (or a committee thereof). InThe Executive’s bonus (if any) for a particular fiscal year shall be paid not later than two and one-half months following the eventend of that less than all of the Performance Targets are met by Executive, the Bonus paid in respect of this paragraph may be less than the Target Bonus.fiscal year. Except as set forthotherwise expressly provided in Section 5(a) hereof,3, the Executive must be employed by the Company on the day anydate that the Company actually pays bonuses under such program for a particular fiscal year in order to be considered for and to have earned Bonus is paid which shall be not later than 2½ months after the end of each calendarhis bonus (if any) for such fiscal year. The Executive’s target bonus opportunity as a percentage of Base Salary may be reviewed periodically and adjusted in the sole discretion of the Board. After any such adjustment, the term “Target Bonus” shall refer to the increased amount.