Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s target annual bonus under the Company’s Annual Incentive Bonus Program, or any comparable bonus under any predecessor or successor plan, for the fiscal year in which the Change of Control Date occurs, which shall be calculated as follows: # the target bonus percentage as established by the Board prior to the Change of Control Date for the fiscal year in which the Change of Control Date occurs, multiplied by # the Executive’s Annual Base Salary (the “Recent Annual Bonus”). In the event that, prior to the Change of Control Date, the Executive’s target bonus percentage has not been established by the Board under the Annual Incentive Bonus Program or any comparable bonus under any predecessor or successor plan, then for purposes of this Agreement, the Executive’s Recent Annual Bonus shall be calculated by using the target bonus percentage for the other executives in the Executive’s peer group (determined based on title, responsibilities and duties) who are parties to a Key Employee Change of Control Contract with the Company. Such Annual Bonus shall be paid no later than January 31 of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus in accordance with procedures established by the Company that comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Annual Bonus. In addition to Annual Base Salary, the Executive shallwill be awarded,eligible to earn a Bonus for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cashProtected Period. For each such Bonus, the Target Opportunity will be at least equal to the Executive’s target annual bonus underopportunity for which the Company’s Annual Incentive Bonus Program, or any comparable bonus under any predecessor or successor plan,Executive is eligible for the fiscal year in which the Change ofin Control Date occurs, which shall be calculated as follows: # thesuch target bonus percentage asopportunity has been established by the Board prior toCompany for such year under the Change of Control DateCompany’s annual bonus plan, or any comparable successor plan. If the Company has not yet established a Target Opportunity for the Executive for the fiscal year in which the Change ofin Control Date occurs, multiplied by #then the Executive’s Annual Base Salary (the “Recent Annual Bonus”). In the event that, priorTarget Opportunity shall be at least equal to the Change of Control Date, the Executive’slast such target bonus percentage has not beenopportunity established by the Board under the Annual Incentive Bonus Program or any comparable bonus under any predecessor or successor plan, then for purposes of this Agreement, the Executive’s Recent Annual Bonus shall be calculated by using the target bonus percentageCompany for the other executives in the Executive’s peer group (determined based on title, responsibilities and duties) who are parties to a Key Employee Change of Control Contract with the Company. Such AnnualExecutive. Each such Bonus shallwill be paid no later than January 312-1/2 months following the end of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall electhas elected to defer the receipt of such Annualall or part of the Bonus in accordance with procedures establishedpursuant to a deferral plan sponsored by the Company that comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).Company.

Annual Bonus. In additionAn annual cash bonus award opportunity, equal to Annual Base Salary,at least the annual cash bonus award opportunity in effect immediately prior to the Change in Control. Any annual bonus earned by the Executive shall be awarded, for each fiscal year ending duringpaid to him after the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s target annual bonus under the Company’s Annual Incentive Bonus Program, or any comparable bonus under any predecessor or successor plan, for the fiscal year in which the Change of Control Date occurs, which shall be calculated as follows: # the target bonus percentage as established by the Board prior to the Change of Control Date for the fiscal year in which the Change of Control Date occurs, multiplied by # the Executive’s Annual Base Salary (the “Recent Annual Bonus”). In the event that, prior to the Change of Control Date, the Executive’s target bonus percentage has not been established by the Board under the Annual Incentive Bonus Program or any comparable bonus under any predecessor or successor plan, then for purposes of this Agreement, the Executive’s Recent Annual Bonus shall be calculated by using the target bonus percentage for the other executives in the Executive’s peer group (determined based on title, responsibilities and duties) who are parties to a Key Employee Change of Control Contract with the Company. Such Annual Bonus shall be paid no later than January 31end of the fiscal year nextto which it relates; provided that in no event shall the Executive’s annual bonus be paid later than March 15 of the fiscal year following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus in accordance with procedures established by the Company that comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).it was earned.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall be awarded,shall, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the “Annual Bonus”"Annual Bonus") in cashopportunity equal to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded to other peer executives of the Company and its Affiliated Companies, but at least equal to the Executive’s targethigher of # the percentage obtained by dividing his targeted annual bonus underfor the Company’sthen current fiscal year by his then Annual Incentive Bonus Program,Base Salary or # the average percentage of his annual base salary (as in effect for the applicable years) that was paid or payable, including by reason of any comparabledeferral, to the Executive by the Company and its Affiliated Companies as an annual bonus under any predecessor or successor plan,(however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the ChangeEffective Date occurs (or, if higher, for each of Control Date occurs, which shall be calculated as follows: # the target bonus percentage as established by the Board prior to the Change of Control Date forthree fiscal years immediately preceding the fiscal year in which thea Change of Control Date occurs, multiplied by # the Executive’s Annual Base Salary (the “Recent Annual Bonus”). In the event that, prior to theif a Change of Control Date,occurs following the Executive’s targetEffective Date). For the purposes of any calculation required to be made under [clause (ii)] of the preceding sentence, an annual bonus percentageshall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive was employed for, and received pro-rated annual incentive compensation with respect to, less than the full twelve months, and, if the Executive has not been established byemployed for the Board underfull duration of the Annual Incentive Bonus Program or any comparable bonus under any predecessor or successor plan, then for purposes of this Agreement,three fiscal years immediately preceding the Executive’s Recent Annual Bonusyear in which the Effective Date occurs, the average shall be calculated by usingover the target bonus percentage forduration of the other executivesExecutive's employment in the Executive’s peer group (determined based on title, responsibilities and duties) who are parties to a Key Employee Change of Control Contract with the Company. Suchsuch period. Each such Annual Bonus shall be paid no later than January 31the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall electotherwise elects to defer the receipt of such Annual Bonus in accordance with procedures established bya deferred compensation plan of the Company or its Affiliated Companies that complycomplies with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The foregoing provisions of this paragraph # shall be qualified by the following terms and conditions.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall be awarded, for each fiscal year ending during the Employment Period,Period an annual cash bonus (the “Annual Bonus”"Annual Bonus") in cashequal to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded to other peer executives of the Company and its Affiliated Companies, but at least equal to the Executive’s targethigher of # the percentage obtained by dividing his targeted annual bonus underfor the Company’sthen current fiscal year by his then Annual Incentive Bonus Program,Base Salary or # the average percentage of his annual base salary (as in effect for the applicable years) that was paid or payable, including by reason of any comparabledeferral, to the Executive by the Company and its Affiliated Companies as an annual bonus under any predecessor or successor plan,(however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the ChangeEffective Date occurs (or, if higher, for each of Control Date occurs, which shall be calculated as follows: # the target bonus percentage as established by the Board prior to the Change of Control Date forthree fiscal years immediately preceding the fiscal year in which thea Change of Control Date occurs, multiplied by # the Executive’s Annual Base Salary (the “Recent Annual Bonus”). In the event that, prior to theif a Change of Control Date,occurs following the Executive’s targetEffective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus percentageshall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive was employed for, and received pro-rated annual incentive compensation with respect to, less than the full twelve months, and, if the Executive has not been established byemployed for the Board underfull duration of the Annual Incentive Bonus Program or any comparable bonus under any predecessor or successor plan, then for purposes of this Agreement,three fiscal years immediately preceding the Executive’s Recent Annual Bonusyear in which the Effective Date occurs, the average shall be calculated by usingover the target bonus percentage forduration of the other executivesExecutive's employment in the Executive’s peer group (determined based on title, responsibilities and duties) who are parties to a Key Employee Change of Control Contract with the Company. Suchsuch period. Each such Annual Bonus shall be paid no later than January 31the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall electotherwise elects to defer the receipt of such Annual Bonus in accordance with procedures established bya deferred compensation plan of the Company or its Affiliated Companies that complycomplies with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The foregoing provisions of this paragraph # shall be qualified by the following terms and conditions. If # as of the end of any fiscal year during the Employment Period the Executive is a “Covered Employee” as defined in Code Section 162(m), (B) Code Section 162(m) remains in effect as of the end of such fiscal year and as of such date is applicable to the payment of an Annual Bonus for such fiscal year and # the Executive participated for such fiscal year in an Annual Incentive Plan (as hereinafter defined), the Annual Bonus for such fiscal year shall be paid to the Executive pursuant to the Annual Incentive Plan, rather than in accordance with the first four sentences of this paragraph (b), in the amount, at the time and upon the other terms and conditions specified in such Annual Incentive Plan; provided, however, that if a Change of Control occurs before such payment is made, the Executive shall be paid, in lieu of such amount and on the date on which such Change of Control occurs, as follows: # as the Annual Bonus for such fiscal year, an amount equal to the greater of # the maximum amount payable to the Executive under the Annual Incentive Plan for such fiscal year assuming achievement thereunder of the Corporate Performance Objective (as hereinafter defined) for such fiscal year and # the maximum amount payable in accordance with the first four sentences of this paragraph (b) and (B) as Annual Bonuses for all prior fiscal years ended during the Employment Period, an amount equal to the aggregate amount, if any, by which the maximum amount otherwise payable in accordance with the first four sentences of this paragraph # for all such prior fiscal years exceeds the aggregate amount of all Annual Bonuses previously paid to the Executive for such prior fiscal years pursuant to the Annual Incentive Plan or otherwise under this paragraph (b). If, as of the end of any fiscal year for which an Annual Bonus is payable pursuant to this paragraph (b), the Executive is not, and at any time during the three full fiscal years preceding such date was not, a “Covered Employee” as defined in [Section 162(m)], the Executive shall be paid the Annual Bonus for such fiscal year in accordance with the first four sentences of this paragraph (b); provided, however, that the amount of the Annual Bonus so paid to the Executive shall be reduced by the amount, if any, of the annual cash bonus paid to the Executive for such fiscal year pursuant to an Annual Incentive Plan. For purposes of this paragraph (b), “Annual Incentive Plan” means an annual cash incentive compensation plan of the Company that # is intended to result in, and, in the opinion of a nationally reputable law firm having significant experience with Code Section 162(m), does result in, the payment of qualified performance-based compensation for purposes of Code Section 162(m) (assuming solely for this purpose achievement of the Corporate Performance Objective to which the payment of such compensation is subject), # conditions the payment of all compensation pursuant thereto on the achievement of a Corporate Performance Objective that is generally applicable to all participants in such plan, and # is administered, and includes a Corporate Performance Objective that is selected, in a manner that is consistent in all material respects with past practice as applied to the most recent annual cash incentive compensation plan of the Company that was in effect prior to the date of this Agreement (December 31, 2009) for which the applicable Corporate Performance Objective was achieved. For purposes of this Agreement, the “Corporate Performance Objective” to which any payment of compensation is subject shall mean the objective performance objective which is selected and established by the Compensation Committee of the Board for purposes of making such payment fully deductible for federal income tax purposes pursuant to Code Section 162(m).

Annual Bonus. In addition to Annual Base Salary,During the Term, the Executive shall be awarded, for each fiscal year ending duringentitled to participate in the Employment Period, an annualCompany’s executive bonus plan, under which a discretionary bonus (the “Annual Bonus”“Annual Bonus”) in cash at least equal to the Executive’s target annual bonus under the Company’s Annual Incentive Bonus Program, or any comparable bonus under any predecessor or successor plan, for the fiscal year in which the Change of Control Date occurs, which shallmay be calculated as follows: # the target bonus percentage as establishedawarded by the Board priorfor each calendar year, payable in cash in accordance with, and subject to the Changeterms 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 award for each calendar year will be 30% of Control Date for the fiscal year in which the Change of Control Date occurs, multiplied by # the Executive’s Annualhis then Base Salary (the “Recent“Target Annual Bonus”Bonus”). InThe 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 event that, priorCompany 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 ChangeExecutive shall be March 15 of Control Date, the Executive’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 target bonus percentage has not been establishedemploy, therefore it is a condition of any award that the Executive remain employed by the Board underCompany through the Annual Incentive Bonus Program or any comparable bonus under any predecessor or successor plan, then for purposes of this Agreement, the Executive’s Recent Annual Bonus shall be calculated by using the target bonus percentage for the other executives in the Executive’s peer group (determined based on title, responsibilities and duties) who are parties to a Key Employee Change of Control Contract with the Company. Such Annual Bonus shall be paid no later than January 31 of the fiscal year next following the fiscal year for whichdate the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonuspaid, except as set forth in accordance with procedures established by the Company that comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).5 herein.

Annual Bonus. In addition to Annual Base Salary,Incentive Compensation. During the Employment Period, Executive shall be awarded,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 fiscal year ending during the Employment Period, anPeriod 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 (the “Annual Bonus”) in cash at least equalearned by and payable to the Executive’s target annual bonus under the Company’s Annual Incentive Bonus Program,Executive for any year or any comparable bonus under any predecessor or successor plan, for the fiscal year in which the Changeportion of Control Date occurs, whicha year, as applicable, shall be calculated as follows: #determined upon the target bonus percentage assatisfaction of goals and objectives established by the Board priorCompensation Committee pursuant to the ChangePlan, and shall be subject to such other terms and conditions of Control Date for the fiscal yearAnnual Incentive Program as in whicheffect from time to time, provided that all awards shall be designed in a manner such that the Changeannual bonus will be treated as “qualified performance-based compensation” within the meaning of Control Date occurs, multiplied by #Section 162(m) of the Executive’s Annual Base SalaryInternal Revenue Code, as amended (the “Recent Annual Bonus”“Code”). In the event that, prior to the Change of Control Date, the Executive’s targetEach bonus percentage has not been established by the Boardpaid under the Annual Incentive Bonus Program or any comparable bonus under any predecessor or successor plan, then for purposes of this Agreement, the Executive’s Recent Annual Bonus shall be calculated by using the target bonus percentage for the other executives in the Executive’s peer group (determined based on title, responsibilities and duties) who are parties to a Key Employee Change of Control Contract with the Company. Such Annual Bonus shall be paid to Executive no later than January 31March 15th of the fiscalcalendar year next following the fiscalcalendar year for which the Annual Bonusbonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus in accordance with procedures established by the Company that comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).earned.

Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s target annualhighest cash bonus underpaid to the Company’s Annual Incentive Bonus Program, or any comparable bonus under any predecessor or successor plan, forExecutive by the Company and its affiliated companies in respect of the ten fiscal years (or such shorter period during which the Executive has been employed by the Company) immediately preceding the fiscal year in which the ChangeEffective Date occurs (annualized for any fiscal year during such period consisting of Control Date occurs,less than twelve full months or with respect to which shall be calculated as follows: # the target bonus percentage as establishedExecutive has been employed by the Board priorCompany for less than twelve full months) (referred to herein as the Change of Control Date for the fiscal year in which the Change of Control Date occurs, multiplied by # the Executive’s Annual Base Salary (the “Recent Annual Bonus”"Annual Bonus"). In the event that, prior to the Change of Control Date, the Executive’s target bonus percentage has not been established by the Board under the Annual Incentive Bonus Program or any comparable bonus under any predecessor or successor plan, then for purposes of this Agreement, the Executive’s Recent Annual Bonus shall be calculated by using the target bonus percentage for the other executives in the Executive’s peer group (determined based on title, responsibilities and duties) who are parties to a Key Employee Change of Control Contract with the Company. SuchEach such Annual Bonus shall be paid no later than January 31the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus in accordance with procedures established by the Company that comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).Bonus.

Annual Bonus. In addition to Annualhis Base Salary, theCompensation, Executive shall be awarded, foreligible to receive each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”Term, a cash incentive payment (“Bonus”) in cash at leastan amount determined by the Board based on Executive’s individual performance, the performance of Company and performance goals established by the Board. The target Bonus shall be an amount equal to 75% of Executive’s Base Compensation in effect at the Executive’s target annual bonus undertime the Company’s Annual Incentive Bonus Program, or any comparable bonus under any predecessor or successor plan, foris determined (“Target Bonus”). Such Bonus, if any, shall be paid not later than March 15 of the fiscalcalendar year following the calendar year in which the Change of Control Date occurs, which shall be calculatedBonus was earned. Except as follows: # the target bonus percentage as established by the Board prior to the Change of Control Date for the fiscal yearotherwise stated expressly in which the Change of Control Date occurs, multiplied by # the Executive’s Annual Base Salary (the “Recent Annual Bonus”). In the event that, prior to the Change of Control Date, the Executive’s target bonus percentage has not been established by the Board under the Annual Incentive Bonus Program or any comparable bonus under any predecessor or successor plan, then for purposes of this Agreement, the Executive’s Recent Annual Bonus shallExecutive must be calculated by using the target bonus percentage for the other executives in the Executive’s peer group (determined based on title, responsibilities and duties) who are parties to a Key Employee Change of Control Contractemployed with the Company. Such Annual Bonus shall be paid no later than JanuaryCompany through December 31 of the fiscalcalendar year next following the fiscal year forduring which the Annual Bonus is awarded, unless the Executive shall electearned to defer the receipt of such Annual Bonus in accordance with procedures established by the Company that comply with the requirements of Section 409Areceive any part of the Internal Revenue Code of 1986, as amended (the “Code”).Bonus payment.

Annual Bonus.Incentive. In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonusincentive compensation in cash (the “Annual Bonus”Incentive Award”) in cash at least equal to the higher of # the Executive’s target annual bonusincentive award under the Company’s AnnualManagement Committee and Shared Services Incentive Bonus Program,Compensation Plan, or any comparable bonus underplan in which the Executive is eligible to participate, or any predecessor or successor plan,plan thereto (the “Annual Incentive Plan”), for the fiscal year in which the Change of ControlEffective Date occurs, which shall be calculatedoccurs as follows: # the target bonus percentage as established by the Boardin effect immediately prior to the Change of ControlEffective Date (or if no target has been established, the target annual incentive award in effect for the most recently completed fiscal year in which the Change of Control Date occurs, multiplied by # the Executive’s Annual Base Salary (the “Recent Annual Bonus”). In the event that, prior to the ChangeEffective Date, (the “Target Annual Incentive Award”), and # the average of Control Date, the Executive’s target bonus percentage has not been established by the Boardannual incentive awards earned under the Annual Incentive Bonus Program or any comparable bonus under any predecessor or successor plan, then for purposes of this Agreement, the Executive’s Recent Annual Bonus shall be calculated by using the target bonus percentagePlan for the other executiveslast three full fiscal years prior to the Effective Date (or for such lesser number of full fiscal years prior to the Effective Date for which the Executive was eligible to earn such an award, and annualized in the Executive’s peer group (determined based on title, responsibilitiescase of any pro rata award earned for a partial fiscal year), in each case, including any award or portion thereof that has been earned but deferred or paid in the form of Company common stock or equity awards, plus any additional discretionary annual incentive compensation awarded for a fiscal year of the Company and duties) whothe Affiliated Entities at the time annual incentive awards are parties to a Key Employee Change of Control Contract withdetermined (such amount, the Company. Such“Recent Annual BonusIncentive Award”). Each such Annual Incentive Award shall be paid no later than January 31two and a half months after the end of the fiscal year next following the fiscal year for which the Annual BonusIncentive Award is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus in accordance with procedures established by the CompanyIncentive Award pursuant to an arrangement that comply withmeets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).