Incentive Bonus. Subject to the terms and conditions set forth herein, you will receive a cash lump sum payment in the amount of $[•] (the “Incentive Bonus”) on June ​, 2020. As a condition to receiving the Incentive Bonus, you hereby # waive any and all rights to participate in any annual bonus plan established by any member of the Company Group in respect of the 2020 calendar year, # acknowledge and agree that all of your outstanding long-term incentive compensation awards from any member of the Company Group have been cancelled in their entirety and you do not have any further rights with respect to such awards and # acknowledge that such waivers and cancellations do not violate any agreement between you and any member of the Company Group or any compensation plan, program or arrangement of any member of the Company Group, and do not constitute “Good Reason” pursuant to, or otherwise violate, the Severance Plan or any other compensation plan, program, agreement or arrangement of any member of the Company Group.

Retention Bonus. The Company will pay you the Retention Bonus on or before March ​, 2020. Once paid to you, the Retention Bonus will vest and become non-forfeitable on the earlier of # December 31, 2020 and # the consummation of a Successful Transaction (as applicable, the “Vesting Date”), subject to your continued employment with the Company on the Vesting Date and the other terms and conditions set forth herein. You agree that in the event your employment with the Company terminates prior to the Vesting Date for any reason other than a Qualifying Termination, you will be required to repay to the Company one hundred percent (100%) of the After-Tax Value of the Retention Bonus within thirty (30) days of such termination. Notwithstanding anything to the contrary contained herein, in the event of your Qualifying Termination before the Vesting Date, subject to your execution and non-revocation of a customary release of claims in a form reasonably satisfactory to the Company within sixty (60) days of your Qualifying Termination date, you will not be required to repay to the Company any portion of the Retention Bonus that was paid to you prior to your Qualifying Termination date. For the avoidance of doubt, a leave of absence approved by the Company shall not constitute a termination of your employment for purposes of this Agreement.

Retention Bonus. In order to induce Employee to remain in Albany’s employ and to encourage him to remain so employed through and until January 21, 2023 (the “Retention Date”), Albany agrees to pay Employee a retention incentive in the manner, and according to the terms, set forth herein.

Retention Bonus. The Company agrees to pay Employee the retention bonuses as provided in this Section 1.

Annual Bonus. The reference in [Section 3(c)] of the Employment Agreement to “35%” is hereby deleted and replaced with “40%.”

Bonus Compensation. In addition to your base salary, you will be entitled to receive an annual bonus equal to five percent (5%) of the Company’s EBITDA for the year starting in Fiscal year 2023. The Board of Directors will review your stock and cash compensation every December, starting 2022, and may choose at their discretion to add additional stock or cash bonuses as deemed appropriate at any time during the employment on a quarterly basis.

Separation Bonus. Payment of a separation bonus in an amount equal to the target Annual Performance Bonus to which Executive may have been entitled for the year in which Executive’s employment terminates less all customary and required taxes and employment-related deductions, paid on the first payroll date following the date on which the release of claims required by Section 4(e) becomes effective and non-revocable, but not after seventy (70) days following the effective date of termination from employment.

Annual Bonus. In addition to the Base Salary, the Executive shall have the opportunity annually to earn as a bonus ninety percent (90%) of his Base Salary (the “Target Award Opportunity”). In determining the actual 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 year. In so doing, the HR Committee’s determination shall be based upon an assessment of the performance of both the Executive and the Company taking into consideration such performance goals as may be established 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 15th day of the third month following the end of the year to which the Annual Bonus relates (subject to a reasonable delay in payment due to an unforeseeable event making it administratively impracticable to make the payment by such time).

Performance-Based Compensation earned in a period of 12 months or more.

Discretionary Bonus. During the Employment Period, Executive shall be entitled to participate in an equitable manner with other senior management employees of Penns Woods in such annual or other periodic bonus programs (if any) as may be maintained from time to time by Penns Woods for its executive officers.