Pro Rata Bonus. The definition of Pro Rata Bonus in the Agreement is hereby amended by changing the reference of “the Board” in such definition to “the Board of Directors of Holding.”

Pro-rata Bonus. As contemplated in Paragraph 9(d)(ii)(b) of the PD Employment Agreement, and subject to Dauman’s execution and non-revocation of the First Dauman Release, Dauman will be entitled to a Bonus for fiscal year ​ based on his Target Bonus of ​, prorated for the 323 calendar days elapsed in fiscal year ​ through the Effective Date. The determination of the amount payable in respect of such pro-rated Bonus shall be made in accordance with the procedures set forth in Paragraph

Pro Rata Target Bonus. At the same time (and subject to the same conditions) that an Eligible Executive receives a cash severance payment under [Section 3(a)], the Eligible Executive shall also receive a cash severance payment in an amount equal to a pro rata portion of the Eligible Executive’s target annual incentive award for the year of termination of employment (with such pro rata portion being the portion of the calendar year of termination that has been completed when the Eligible Executive’s employment is terminated).

Pro Rata Distributions. During such time as this Note is outstanding, if the ​ shall declare or make any dividend or other distribution of its assets or rights or warrants to acquire its assets, or subscribe for or purchase any security other than Common Stock, to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Note, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation with respect to the ​ or any other publicly-traded corporation subject to Section 13(d) of the Exchange Act, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation with respect to the ​ or any other publicly-traded corporation subject to Section 13(d) of the Exchange Act).

Pro Rata Treatment. Except as required under [Section 3.02] or otherwise in this Agreement, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment of the Commitment Fees, each reduction of the Term Loan Commitments or Revolving Credit Commitments and each conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be allocated pro rata among the ​ within the Tranche or particular Borrowing being paid or prepaid, as the case may be, in accordance with the terms of this Agreement, in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Loans). Each ​ agrees that in computing such ​’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each ​’s percentage of such Borrowing to the next higher or lower whole dollar amount.

Pro Rata Treatment. Except to the extent otherwise provided herein: # each Borrowing of a Class shall be made from the ​ of such Class, each payment of commitment fees under [Section 2.11] shall be made for account of the ​ of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under [Section 2.08] shall be applied to the respective Commitments of the ​ of such Class, pro rata according to the amounts of their respective Commitments of such Class; # each Borrowing of a Class shall be allocated pro rata among the ​ of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); # each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the ​ of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and # each payment of interest on Loans of a Class by the Borrower shall be made for account of the ​ of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective ​.

Pro Rata Treatment. Except to the extent otherwise provided in this Agreement: # the making and conversion of Loans shall be made among the Lenders based on their respective Pro Rata Shares as to the Loans and # each payment on account of any Obligations to or for the account of one or more of Lenders in respect of any Obligations due on a particular day shall be allocated among the Lenders entitled to such payments based on their respective Pro Rata Shares and shall be distributed accordingly.

Pro Rata Conversion; Disputes. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of this Note, the Borrower shall issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with this Note.

For 2015, the Company will pay a bonus to Employee in the amount of ​ (the “2015 Bonus”), representing a pro rata portion of 125% of his Base Salary payable for 2015. This 2015 Bonus will be paid on or before ​.

Pro-Rata Bonus: If Company terminates employment without Cause, if Company gives notice of non-renewal or if Employee terminates for Good Cause, Employee will receive a pro-rata portion of the Annual Bonus (“Pro-Rata Bonus”), calculated based upon performance as of the termination date as related to overall performance at the end of the calendar year. Employee is eligible only if a bonus would have been earned by the end of the calendar year. Calculation and payment of the bonus, if any, will be pursuant to the plan in effect during the termination year.

Bonus. You are eligible for a bonus to be awarded in accordance with the Company’s bonus program as set and reviewed by the Board in its sole discretion. Your current target bonus amount is 25% of your annual salary, with eligibility up to 75% of your annual salary. For 2017, you will eligible for pro-rata portion of the bonus for the time which you are employed at the Company. No bonus payment will be paid later than March 15 of the year following the year in which it is earned. While bonuses may not be paid if, in the Board’s sole discretion, conditions are not met, your target bonus percentage will not be decreased without your prior consent.

If you receive a pro rata bonus payment, this payment will be made to you in a single lump sum at the same time bonuses are paid to other employees.

Each borrowing by ​ of Revolving Credit Loans shall be made ratably from ​ in accordance with their Commitment Percentages.

Tenant’s Pro Rata Share. All references in the Lease for purposes of determining Tenant’s Pro Rata Share of the Building shall include the Expansion Space for purposes of calculating such percentage. Including the Expansion Space, as of the Expansion Date, Tenant’s Pro Rata Share of the Building shall be 9.78%.

A pro-rated annual bonus equal to the product of # the annual bonus, if any, that the Participant would have earned for the entire year in which the Qualifying Termination occurs at target level; and # a fraction, the numerator of which is the number of days the Participant was employed by the Company during the year in which the Qualifying Termination occurs and the denominator of which is the number of days in such year (a “Pro- Rata Bonus”). Subject to [Section 9.11], the Pro-Rata Bonus will be paid in a single lump-sum payment on the sixty-first (61st) day following the Qualifying Termination.

Reallocation of Pro Rata Share; Amendments For purposes of determining Lenders’ obligations to fund or participate in Loans or Letters of Credit, Agent may exclude the Commitments and Loans of any Defaulting Lender(s) from the calculation of Pro Rata shares A Defaulting Lender shall have no right to vote on any amendment, waiver or other modification of a Loan Document, except as provided in [Section 1411(c)]

Salary and Bonus Severance. Participants shall receive salary and bonus severance as follows: