Common use of Annual Adjusted IBIT Performance Bonus Clause in Contracts

Annual Adjusted IBIT Performance Bonus. The Compensation Committee of the Board (the “Compensation Committee”) will prepare an Adjusted IBIT Performance Bonus Table for each such year which shall be similar to the Adjusted IBIT Performance Table for the year 2010 prepared by the Compensation Committee pursuant to Section 3(b)(ii) of the Original Amended Employment Agreement, except that (A) the Adjusted IBIT to be achieved by the Employer for the Executive to obtain 100% of the target bonus will be based on the annual budget for such year prepared by the management of the Employer and approved by the Board of Directors of the Employer and (B) the target bonus payable upon achieving 100% of the target Adjusted IBIT for such year will be 100% of the Base Salary payable to the Executive for such year. Similarly, the threshold Adjusted IBIT for such year will be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 50% of the target bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. Similarly, the maximum Adjusted IBIT for such year will be 200% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 200% of the target bonus for such year, consistent with the Adjusted IBIT Performance Table for such year. Notwithstanding anything to the contrary contained in this Agreement, the Adjusted IBIT Performance Bonus for any such year will be zero if the Adjusted IBIT achieved by the Employer for such year is less than the threshold Adjusted IBIT for such year, and in no event will an Adjusted IBIT Performance Bonus for such year be more than the maximum target bonus for such year even if the Adjusted IBIT achieved by the Employer for such year exceeds the maximum Adjusted IBIT for such year. The Employer shall pay in each of the immediate following years to the Executive the Adjusted IBIT Performance Bonus earned by the Executive for such preceding year within ten days of the Employer filing its Annual Report on Form 10-K for such preceding year with the Securities and Exchange Commission; provided, however if the date established by the Internal Revenue Service (the “IRS Payment Date”) by which such payment must be made in order for the Employer to deduct the amount of the Adjusted IBIT Performance Bonus for such year is earlier, the Employer shall pay, (i) if the Employer can determine such amount by the IRS Payment Date, such amount prior to the IRS Payment date or (ii) if the Employer cannot determine such amount by the IRS Payment Date, 90% of the Employer’s good faith estimate of such amount by the IRS Payment Date and the balance, if any, as soon thereafter as the Employer can determine such amount. If, however, 90% of the Employer’s good faith estimate of such amount is more than the Adjusted IBIT Performance Bonus for such year, the Executive shall promptly return such excess to the Employer as soon as the Employer shall notify the Executive of the amount of such excess. The bonuses payable by the employer to the Executive pursuant to this clause (i) shall be awarded under and subject to the terms of the Employer’s 2000 Incentive Bonus Compensation Plan (the “Plan”); provided, however, if the Employer shall determine that such bonuses would not qualify under the terms of the Plan, the Employer shall use its best efforts to amend the Plan so that such bonuses would qualify under the terms of the Plan; provided further, however, if the Employer is unable to so amend the Plan, the Employer shall enter into another financial arrangement with the Executive to provide the Executive with the same economic benefit, on an after-tax basis, as the Executive would have received if such bonuses had qualified under the terms of the Plan. For purposes of this Agreement, the term “Adjusted IBIT”, as it applies to any particular year, means that amount for such year equal to the Employer’s Income Before Income Taxes, as determined by the Employer’s independent auditors, using generally accepted accounting principles, and reported in the Employer’s Consolidated Statements of Operations in its Annual Report on Form 10-K for such year filed with the Securities and Exchange Commission, subject to such adjustments as are set forth in the Adjusted IBIT Performance Bonus Table for such year. If the Executive’s employment is terminated (w) by the Employer for any reason other than Cause, (x) by the Executive for Good Reason, (y) by the Employer or the Executive due to the Executive’s Disability, or (z) by reason of the Executive’s death, any Annual Adjusted IBIT Performance Bonus payable to the Executive or his estate, as the case may be, accrued to the date of termination of the Executive’s employment shall be that amount equal to (1) the amount of the Annual Adjusted IBIT Performance Bonus that would have been payable to the Executive if the Executive’s employment had not been terminated during the year times (2) a fraction the numerator of which is the number of months elapsed during the year up to and including the month of termination of the Executive’s employment and the denominator of which is 12.

Annual Adjusted IBIT Performance Bonus. The Compensation Committee CEO shall prepare and deliver to the Executive within 90 days following the beginning of each year during the Board (Term commencing with the “Compensation Committee”) will prepare year ending December 31, 2018 an Adjusted IBIT Performance Bonus Table for each such year which shall be similar to (the “Adjusted IBIT Performance Table Bonus Table”) for the such year 2010 prepared by the Compensation Committee pursuant to Section 3(b)(ii) of the Original Amended Employment Agreement, except that under which (A) the Adjusted IBIT (as defined in Section 9(a)) to be achieved by the Employer Company for the Executive to obtain 100% of the target bonus will Adjusted IBIT Target Bonus shall be based on the annual budget for such year prepared by the management of the Employer Company and approved by the Board of Directors of the Employer Company (the “Board”) and (B) the target bonus payable upon achieving 100% of the target “Adjusted IBIT for such year will Target Bonus” shall be 10075% of the Base Salary payable to the Executive for such year. Similarly, the The threshold Adjusted IBIT for such year will shall be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 50% of the target bonus Adjusted IBIT Target Bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. Similarly, the The maximum Adjusted IBIT for such year will shall be 200150% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 200150% of the target bonus Adjusted IBIT Target Bonus for such year, consistent with the Adjusted IBIT Performance Bonus Table for such year. Notwithstanding The Executive shall be entitled to receive the sliding scale percentages of the Adjusted IBIT Target Bonus set forth in the Adjusted IBIT Performance Bonus Table based upon Adjusted IBIT being more than the threshold Adjusted IBIT but less than the target Adjusted IBIT, or more than the target Adjusted IBIT but less than the maximum Adjusted IBIT; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Annual Adjusted IBIT Performance Bonus for any such year will shall be zero if the Adjusted IBIT achieved by the Employer Company for such year is less than the threshold Adjusted IBIT for such year, and in no event will shall an Annual Adjusted IBIT Performance Bonus for any such year be more than 150% of the maximum target bonus Adjusted IBIT Target Bonus for such year even if the Adjusted IBIT achieved by the Employer Company for such year exceeds the maximum Adjusted IBIT for such year. The Employer Company shall pay in each of the immediate following years to the Executive the Annual Adjusted IBIT Performance Bonus earned by the Executive for such preceding each year within ten days of in the Employer filing its Annual Report on Form 10-K for such preceding year with the Securities and Exchange Commission; provided, however if the date established by the Internal Revenue Service (the “IRS Payment Date”) by which such payment must be made in order for the Employer to deduct the amount of the Adjusted IBIT Performance Bonus for such year is earlier, the Employer shall pay, (i) if the Employer can determine such amount by the IRS Payment Date, such amount prior to the IRS Payment date or (ii) if the Employer cannot determine such amount by the IRS Payment Date, 90% of the Employer’s good faith estimate of such amount by the IRS Payment Date and the balance, if any, as soon thereafter as the Employer can determine such amount. If, however, 90% of the Employer’s good faith estimate of such amount is more than the Adjusted IBIT Performance Bonus for such immediately following year, the Executive shall promptly return such excess to the Employer as soon as the Employer shall notify the Executive of the amount of such excessno later than March 15. The Any bonuses payable by the employer Company to the Executive pursuant to this clause (iSection 2(b)(i) shall be awarded under and subject to the terms of the EmployerCompany’s 2000 Incentive Bonus Compensation Plan Plan, as amended from time to time (the “Bonus Plan”); provided, however, if the Employer shall determine that such bonuses would not qualify under the terms of the Plan, the Employer shall use its best efforts to amend the Plan so that such bonuses would qualify under the terms of the Plan; provided further, however, if the Employer is unable to so amend the Plan, the Employer shall enter into another financial arrangement with the Executive to provide the Executive with the same economic benefit, on an after-tax basis, as the Executive would have received if such bonuses had qualified under the terms of the Plan. For purposes of this Agreement, the term “Adjusted IBIT”, as it applies to any particular year, means that amount for such year equal to the Employer’s Income Before Income Taxes, as determined by the Employer’s independent auditors, using generally accepted accounting principles, and reported in the Employer’s Consolidated Statements of Operations in its Annual Report on Form 10-K for such year filed with the Securities and Exchange Commission, subject to such adjustments as are set forth in the Adjusted IBIT Performance Bonus Table for such year. If the Executive’s employment is terminated (w) by the Employer for any reason other than Cause, (x) by the Executive for Good Reason, (y) by the Employer or the Executive due to the Executive’s Disability, or (z) by reason approval of shareholders of the Executive’s deathCompany, any Annual Adjusted IBIT Performance Bonus payable to if required by Section 162(m) of the Executive or his estateInternal Revenue Code of 1986, as amended (the case may be, accrued to the date of termination of the Executive’s employment shall be that amount equal to (1) the amount of the Annual Adjusted IBIT Performance Bonus that would have been payable to the Executive if the Executive’s employment had not been terminated during the year times (2) a fraction the numerator of which is the number of months elapsed during the year up to and including the month of termination of the Executive’s employment and the denominator of which is 12“Code”).

Annual Adjusted IBIT Performance Bonus. The Compensation Committee of the Board of Directors of the Employer (the “Compensation Committee”) will prepare prepared an Adjusted IBIT Performance Bonus Table for each such year 2012 (a copy of which shall be is attached as Exhibit A), which is similar to the 2011 Adjusted IBIT Performance Table for which was delivered to the year 2010 prepared Executive by the Compensation Committee pursuant to Section 3(b)(ii(the “2012 Adjusted IBIT Performance Bonus Table”) of the Original Amended Employment Agreement, except in that (Aa) the Adjusted IBIT to be achieved by the Employer for the Executive to obtain 100% of the target bonus will be is based on the annual budget for such year as prepared by the management of the Employer and approved discussed by the management of the Employer with the Board of Directors of the Employer and (Bb) the target bonus payable upon achieving 100% of the target Adjusted IBIT for such year will be 100is 90% of the Base Salary salary payable to the Executive for such year. Similarly, the threshold Adjusted IBIT for such the year ending December 31, 2012 will be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 50% of the target bonus for such year consistent with the 2012 Adjusted IBIT Performance Bonus Table for such yearTable. Similarly, the maximum Adjusted IBIT for such year will be 200is 150% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 200150% of the target bonus for such year, year consistent with the 2012 Adjusted IBIT Performance Table for such yearBonus Table. Notwithstanding anything to the contrary contained in this Agreement, the Adjusted IBIT Performance Bonus for any such year 2012 will be zero if the Adjusted IBIT achieved by the Employer for such year is less than the threshold Adjusted IBIT for such year, and in no event will an the Adjusted IBIT Performance Bonus for such year be more than the maximum target bonus for such year even if the Adjusted IBIT achieved by the Employer for such year exceeds the maximum Adjusted IBIT for such year. The Employer shall pay in each of the immediate following years year commencing January 1, 2013 to the Executive the Adjusted IBIT Performance Bonus earned by the Executive for such preceding the year ending December 31, 2012 within ten days of the Employer filing with the Securities and Exchange Commission its Annual Report on Form 10-K for such preceding year with the Securities and Exchange Commissionyear; provided, however if the date established by the Internal Revenue Service (the “IRS Payment Date”) by which such payment must be made in order for the Employer to deduct the amount of the Adjusted IBIT Performance Bonus for such year is earlier, the Employer shall pay, (iy) if the Employer can determine such amount by the IRS Payment Date, such amount prior to the IRS Payment date or (iiz) if the Employer cannot determine such amount by the IRS Payment Date, 90% of the Employer’s good faith estimate of such amount by the IRS Payment Date and the balance, if any, as soon thereafter as the Employer can determine such amount. If, however, 90% of the Employer’s good faith estimate of such amount is more than the Adjusted IBIT Performance Bonus for such year, the Executive shall promptly return such excess to the Employer as soon as the Employer shall notify the Executive of the amount of such excess. excess The bonuses bonus payable by the employer to the Executive pursuant to this clause (iA) shall be awarded under and subject to the terms of the Employer’s 2000 Incentive Bonus Compensation Plan (the “Plan”); provided, however, if the Employer shall determine that such bonuses bonus would not qualify under the terms of the Plan, the Employer shall use its best efforts to amend the Plan so that such bonuses bonus would qualify under the terms of the Plan; Plan provided further, however, if the Employer is unable to so amend the Plan, the Employer shall enter into another financial arrangement with the Executive to provide the Executive with the same economic benefit, on an after-tax basis, as the Executive would have received if such bonuses had qualified under the terms of the Plan. For purposes of this Agreement, the term “Adjusted IBIT”, as it applies to any particular year, means that amount for such year equal to the Employer’s Income Before Income Taxes, as determined by the Employer’s independent auditors, using generally accepted accounting principles, and reported in the Employer’s Consolidated Statements of Operations in its Annual Report on Form 10-K for such year filed with the Securities and Exchange Commission, subject to such adjustments as are set forth in the Adjusted IBIT Performance Bonus Table for such year. If the Executive’s employment is terminated (w) by the Employer for any reason other than Cause, (x) by the Executive for Good Reason, (y) by the Employer or the Executive due to the Executive’s Disability, or (z) by reason of the Executive’s death, any Annual Adjusted IBIT Performance Bonus payable to the Executive or his estate, as the case may be, accrued to the date of termination of the Executive’s employment shall be that amount equal to (1) the amount of the Annual Adjusted IBIT Performance Bonus that would have been payable to the Executive if the Executive’s employment had not been terminated during the year times (2) a fraction the numerator of which is the number of months elapsed during the year up to and including the month of termination of the Executive’s employment and the denominator of which is 12.

Annual Adjusted IBIT Performance Bonus. The Compensation Committee of the Board of Directors of the Employer (the “Compensation Committee”) will prepare prepared an Adjusted IBIT Performance Bonus Table for each such year 2015 (a copy of which shall be is attached as Exhibit A), which is similar to the 2014 Adjusted IBIT Performance Table for which was delivered to the year 2010 prepared Executive by the Compensation Committee pursuant to Section 3(b)(ii(the “2015 Adjusted IBIT Performance Bonus Table”) of the Original Amended Employment Agreement, except in that (Aa) the Adjusted IBIT to be achieved by the Employer for the Executive to obtain 100% of the target bonus will be is based on the annual budget for such year as prepared by the management of the Employer and approved discussed by the management of the Employer with the Board of Directors of the Employer and (Bb) the target bonus payable upon achieving 100% of the target Adjusted IBIT for such year will be 100is 90% of the Base Salary salary payable to the Executive for such year. Similarly, the threshold Adjusted IBIT for such the year ending December 31, 2015 will be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 50% of the target bonus for such year consistent with the 2015 Adjusted IBIT Performance Bonus Table for such yearTable. Similarly, the maximum Adjusted IBIT for such year will be is 200% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 200% of the target bonus for such year, year consistent with the 2015 Adjusted IBIT Performance Table for such yearBonus Table. Notwithstanding anything to the contrary contained in this Agreement, the Adjusted IBIT Performance Bonus for any such year 2015 will be zero if the Adjusted IBIT achieved by the Employer for such year is less than the threshold Adjusted IBIT for such year, and in no event will an the Adjusted IBIT Performance Bonus for such year be more than the maximum target bonus for such year even if the Adjusted IBIT achieved by the Employer for such year exceeds the maximum Adjusted IBIT for such year. The Employer shall pay in each of the immediate following years year commencing January 1, 2016 to the Executive the Adjusted IBIT Performance Bonus earned by the Executive for such preceding the year ending December 31, 2015 within ten days of the Employer filing with the Securities and Exchange Commission its Annual Report on Form 10-K for such preceding year with the Securities and Exchange Commissionyear; provided, however if the date established by the Internal Revenue Service (the “IRS Payment Date”) by which such payment must be made in order for the Employer to deduct the amount of the Adjusted IBIT Performance Bonus for such year is earlier, the Employer shall pay, (iy) if the Employer can determine such amount by the IRS Payment Date, such amount prior to the IRS Payment date or (iiz) if the Employer cannot determine such amount by the IRS Payment Date, 90% of the Employer’s good faith estimate of such amount by the IRS Payment Date and the balance, if any, as soon thereafter as the Employer can determine such amount. If, however, 90% of the Employer’s good faith estimate of such amount is more than the Adjusted IBIT Performance Bonus for such year, the Executive shall promptly return such excess to the Employer as soon as the Employer shall notify the Executive of the amount of such excess. excess The bonuses bonus payable by the employer to the Executive pursuant to this clause (iA) shall be awarded under and subject to the terms of the Employer’s 2000 Incentive Bonus Compensation Plan (the “Plan”); provided, however, if the Employer shall determine that such bonuses bonus would not qualify under the terms of the Plan, the Employer shall use its best efforts to amend the Plan so that such bonuses bonus would qualify under the terms of the Plan; Plan provided further, however, if the Employer is unable to so amend the Plan, the Employer shall enter into another financial arrangement with the Executive to provide the Executive with the same economic benefit, on an after-tax basis, as the Executive would have received if such bonuses had qualified under the terms of the Plan. For purposes of this Agreement, the term “Adjusted IBIT”, as it applies to any particular year, means that amount for such year equal to the Employer’s Income Before Income Taxes, as determined by the Employer’s independent auditors, using generally accepted accounting principles, and reported in the Employer’s Consolidated Statements of Operations in its Annual Report on Form 10-K for such year filed with the Securities and Exchange Commission, subject to such adjustments as are set forth in the Adjusted IBIT Performance Bonus Table for such year. If the Executive’s employment is terminated (w) by the Employer for any reason other than Cause, (x) by the Executive for Good Reason, (y) by the Employer or the Executive due to the Executive’s Disability, or (z) by reason of the Executive’s death, any Annual Adjusted IBIT Performance Bonus payable to the Executive or his estate, as the case may be, accrued to the date of termination of the Executive’s employment shall be that amount equal to (1) the amount of the Annual Adjusted IBIT Performance Bonus that would have been payable to the Executive if the Executive’s employment had not been terminated during the year times (2) a fraction the numerator of which is the number of months elapsed during the year up to and including the month of termination of the Executive’s employment and the denominator of which is 12.

Annual Adjusted IBIT Performance Bonus. The Compensation Committee of the Board (the “Compensation Committee”) will shall prepare and deliver to the Executive within 90 days following the beginning of each year during the Term commencing with the year ending December 31, 2018 an Adjusted IBIT Performance Bonus Table for each such year which shall be similar to (the “Adjusted IBIT Performance Table Bonus Table”) for the such year 2010 prepared by the Compensation Committee pursuant to Section 3(b)(ii) of the Original Amended Employment Agreement, except that under which (A) the Adjusted IBIT (as defined in Section 9(a)) to be achieved by the Employer Company for the Executive to obtain 100% of the target bonus will Adjusted IBIT Target Bonus shall be based on the annual budget for such year prepared by the management of the Employer Company and approved by the Board of Directors of the Employer and (B) the target bonus payable upon achieving 100% of the target “Adjusted IBIT for such year will Target Bonus” shall be 10087.5% of the Base Salary payable to the Executive for such year. Similarly, the The threshold Adjusted IBIT for such year will shall be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 50% of the target bonus Adjusted IBIT Target Bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. Similarly, the The maximum Adjusted IBIT for such year will shall be 200% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 200% of the target bonus Adjusted IBIT Target Bonus for such year, consistent with the Adjusted IBIT Performance Bonus Table for such year. Notwithstanding The Executive shall be entitled to receive the sliding scale percentages of the Adjusted IBIT Target Bonus set forth in the Adjusted IBIT Performance Bonus Table based upon Adjusted IBIT being more than the threshold Adjusted IBIT but less than the target Adjusted IBIT, or more than the target Adjusted IBIT but less than the maximum Adjusted IBIT; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Annual Adjusted IBIT Performance Bonus for any such year will shall be zero if the Adjusted IBIT achieved by the Employer Company for such year is less than the threshold Adjusted IBIT for such year, and in no event will shall an Annual Adjusted IBIT Performance Bonus for any such year be more than 200% of the maximum target bonus Adjusted IBIT Target Bonus for such year even if the Adjusted IBIT achieved by the Employer Company for such year exceeds the maximum Adjusted IBIT for such year. The Employer Company shall pay in each of the immediate following years to the Executive the Annual Adjusted IBIT Performance Bonus earned by the Executive for such preceding each year within ten days of in the Employer filing its Annual Report on Form 10-K for such preceding year with the Securities and Exchange Commission; provided, however if the date established by the Internal Revenue Service (the “IRS Payment Date”) by which such payment must be made in order for the Employer to deduct the amount of the Adjusted IBIT Performance Bonus for such year is earlier, the Employer shall pay, (i) if the Employer can determine such amount by the IRS Payment Date, such amount prior to the IRS Payment date or (ii) if the Employer cannot determine such amount by the IRS Payment Date, 90% of the Employer’s good faith estimate of such amount by the IRS Payment Date and the balance, if any, as soon thereafter as the Employer can determine such amount. If, however, 90% of the Employer’s good faith estimate of such amount is more than the Adjusted IBIT Performance Bonus for such immediately following year, the Executive shall promptly return such excess to the Employer as soon as the Employer shall notify the Executive of the amount of such excessno later than March 15. The Any bonuses payable by the employer Company to the Executive pursuant to this clause (iSection 2(b)(i) shall be awarded under and subject to the terms of the EmployerCompany’s 2000 Incentive Bonus Compensation Plan Plan, as amended from time to time (the “Bonus Plan”); provided, however, if the Employer shall determine that such bonuses would not qualify under the terms of the Plan, the Employer shall use its best efforts to amend the Plan so that such bonuses would qualify under the terms of the Plan; provided further, however, if the Employer is unable to so amend the Plan, the Employer shall enter into another financial arrangement with the Executive to provide the Executive with the same economic benefit, on an after-tax basis, as the Executive would have received if such bonuses had qualified under the terms of the Plan. For purposes of this Agreement, the term “Adjusted IBIT”, as it applies to any particular year, means that amount for such year equal to the Employer’s Income Before Income Taxes, as determined by the Employer’s independent auditors, using generally accepted accounting principles, and reported in the Employer’s Consolidated Statements of Operations in its Annual Report on Form 10-K for such year filed with the Securities and Exchange Commission, subject to such adjustments as are set forth in the Adjusted IBIT Performance Bonus Table for such year. If the Executive’s employment is terminated (w) by the Employer for any reason other than Cause, (x) by the Executive for Good Reason, (y) by the Employer or the Executive due to the Executive’s Disability, or (z) by reason approval of shareholders of the Executive’s deathCompany, any Annual Adjusted IBIT Performance Bonus payable to if required by Section 162(m) of the Executive or his estateInternal Revenue Code of 1986, as amended (the case may be, accrued to the date of termination of the Executive’s employment shall be that amount equal to (1) the amount of the Annual Adjusted IBIT Performance Bonus that would have been payable to the Executive if the Executive’s employment had not been terminated during the year times (2) a fraction the numerator of which is the number of months elapsed during the year up to and including the month of termination of the Executive’s employment and the denominator of which is 12“Code”).

Annual Adjusted IBIT Performance Bonus. The Compensation Committee of the Board (the “Compensation Committee”) will prepare an Adjusted IBIT Performance Bonus Table for each such year which shall be similar to the 2015 Adjusted IBIT Performance Table for the year 2010 prepared by the Compensation Committee pursuant to Section 3(b)(ii) of the Original Amended Employment Agreement, except in that (Aa) the Adjusted IBIT to be achieved by the Employer for the Executive to obtain 100% of the target bonus will be based on the annual budget for such year as prepared by the management of the Employer and approved discussed by the management of the Employer with the Board of Directors of the Employer and (Bb) the target bonus payable upon achieving 100% of the target Adjusted IBIT for such year will be 10090% of the Base Salary payable to the Executive for such year. Similarly, the threshold Adjusted IBIT for such year will be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 50% of the target bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. Similarly, the maximum Adjusted IBIT for such year will be 200% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 200% of the target bonus Salary payable to the Executive for such year, year consistent with the Adjusted IBIT Performance Bonus Table for such year. Notwithstanding anything to the contrary contained in this Agreement, the Adjusted IBIT Performance Bonus for any such year will be zero if the Adjusted IBIT achieved by the Employer for such year is less than the threshold Adjusted IBIT for such year, and in no event will an the Adjusted IBIT Performance Bonus for such year be more than the maximum target bonus for such year even if the Adjusted IBIT achieved by the Employer for such year exceeds the maximum Adjusted IBIT for such year. The Employer shall pay in each of the immediate following years year to the Executive the Adjusted IBIT Performance Bonus earned by the Executive for such preceding year within ten days of the Employer filing with the Securities and Exchange Commission its Annual Report on Form 10-K for such preceding year with the Securities and Exchange Commissionyear; provided, however if the date established by the Internal Revenue Service (the “IRS Payment Date”) by which such payment must be made in order for the Employer to deduct the amount of the Adjusted IBIT Performance Bonus for such year is earlier, the Employer shall pay, (iy) if the Employer can determine such amount by the IRS Payment Date, such amount prior to the IRS Payment date or (iiz) if the Employer cannot determine such amount by the IRS Payment Date, 90% of the Employer’s good faith estimate of such amount by the IRS Payment Date and the balance, if any, as soon thereafter as the Employer can determine such amount. If, however, 90% of the Employer’s good faith estimate of such amount is more than the Adjusted IBIT Performance Bonus for such year, the Executive shall promptly return such excess to the Employer as soon as the Employer shall notify the Executive of the amount of such excess. excess The bonuses payable by the employer to the Executive pursuant to this clause (iA) shall be awarded under and subject to the terms of the Employer’s 2000 Incentive Bonus Compensation Plan (the “Plan”); provided, however, if the Employer shall determine that such bonuses would not qualify under the terms of the Plan., the Employer shall use its best efforts to amend the Plan so that such bonuses would qualify under the terms of the Plan; provided further, however, if the Employer is unable to so amend the Plan, the Employer shall enter into another financial arrangement with the Executive to provide the Executive with the same economic benefit, on an after-tax basis, as the Executive would have received if such bonuses had qualified under the terms of the Plan. For purposes of this Agreement, the term “Adjusted IBIT”, as it applies to any particular year, means that amount for such year equal to the Employer’s Income Before Income Taxes, as determined by the Employer’s independent auditors, using generally accepted accounting principles, and reported in the Employer’s Consolidated Statements of Operations in its Annual Report on Form 10-K for such year filed with the Securities and Exchange Commission, subject to such adjustments as are set forth in the Adjusted IBIT Performance Bonus Table for such year. If the Executive’s employment is terminated (w) by the Employer for any reason other than Cause, (x) by the Executive for Good Reason, (y) by the Employer or the Executive due to the Executive’s Disability, or (z) by reason of the Executive’s death, any Annual Adjusted IBIT Performance Bonus payable to the Executive or his estate, as the case may be, accrued to the date of termination of the Executive’s employment shall be that amount equal to (1) the amount of the Annual Adjusted IBIT Performance Bonus that would have been payable to the Executive if the Executive’s employment had not been terminated during the year times (2) a fraction the numerator of which is the number of months elapsed during the year up to and including the month of termination of the Executive’s employment and the denominator of which is 12.

Annual Adjusted IBIT Performance Bonus. The Compensation Committee of the Board (the “Compensation Committee”) will prepare an Adjusted IBIT Performance Bonus Table for each such year which shall be similar to the Adjusted IBIT Performance Table for the year 2010 2013 prepared by the Compensation Committee pursuant to Section 3(b)(ii) of the Original Amended Employment Agreement, except that (A) the Adjusted IBIT to be achieved by the Employer for the Executive to obtain 100% of the target bonus will be based on the annual budget for such year prepared by the management of the Employer and approved by the Board of Directors of the Employer and (B) the target bonus payable upon achieving 100% of the target Adjusted IBIT for such year will be 100% of the Base Salary payable to the Executive for such year. Similarly, the threshold Adjusted IBIT for such year will be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 50% of the target bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. Similarly, the maximum Adjusted IBIT for such year will be 200% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 200% of the target bonus for such year, consistent with the Adjusted IBIT Performance Table for such year. Notwithstanding anything to the contrary contained in this Agreement, the Adjusted IBIT Performance Bonus for any such year will be zero if the Adjusted IBIT achieved by the Employer for such year is less than the threshold Adjusted IBIT for such year, and in no event will an Adjusted IBIT Performance Bonus for such year be more than the maximum target bonus for such year even if the Adjusted IBIT achieved by the Employer for such year exceeds the maximum Adjusted IBIT for such year. The Employer shall pay in each of the immediate following years to the Executive the Adjusted IBIT Performance Bonus earned by the Executive for such preceding year within ten days of the Employer filing its Annual Report on Form 10-K for such preceding year with the Securities and Exchange Commission; provided, however if the date established by the Internal Revenue Service (the “IRS Payment Date”) by which such payment must be made in order for the Employer to deduct the amount of the Adjusted IBIT Performance Bonus for such year is earlier, the Employer shall pay, (i) if the Employer can determine such amount by the IRS Payment Date, such amount prior to the IRS Payment date or (ii) if the Employer cannot determine such amount by the IRS Payment Date, 90% of the Employer’s good faith estimate of such amount by the IRS Payment Date and the balance, if any, as soon thereafter as the Employer can determine such amount. If, however, 90% of the Employer’s good faith estimate of such amount is more than the Adjusted IBIT Performance Bonus for such year, the Executive shall promptly return such excess to the Employer as soon as the Employer shall notify the Executive of the amount of such excess. The bonuses payable by the employer to the Executive pursuant to this clause (i) shall be awarded under and subject to the terms of the Employer’s 2000 Incentive Bonus Compensation Plan (the “Plan”); provided, however, if the Employer shall determine that such bonuses would not qualify under the terms of the Plan., the Employer shall use its best efforts to amend the Plan so that such bonuses would qualify under the terms of the Plan; provided further, however, if the Employer is unable to so amend the Plan, the Employer shall enter into another financial arrangement with the Executive to provide the Executive with the same economic benefit, on an after-tax basis, as the Executive would have received if such bonuses had qualified under the terms of the Plan. For purposes of this Agreement, the term “Adjusted IBIT”, as it applies to any particular year, means that amount for such year equal to the Employer’s Income Before Income Taxes, as determined by the Employer’s independent auditors, using generally accepted accounting principles, and reported in the Employer’s Consolidated Statements of Operations in its Annual Report on Form 10-K for such year filed with the Securities and Exchange Commission, subject to such adjustments as are set forth in the Adjusted IBIT Performance Bonus Table for such year. If the Executive’s employment is terminated (w) by the Employer for any reason other than Cause, (x) by the Executive for Good Reason, (y) by the Employer or the Executive due to the Executive’s Disability, or (z) by reason of the Executive’s death, any Annual Adjusted IBIT Performance Bonus payable to the Executive or his estate, as the case may be, accrued to the date of termination of the Executive’s employment shall be that amount equal to (1) the amount of the Annual Adjusted IBIT Performance Bonus that would have been payable to the Executive if the Executive’s employment had not been terminated during the year times (2) a fraction the numerator of which is the number of months elapsed during the year up to and including the month of termination of the Executive’s employment and the denominator of which is 12.

Annual Adjusted IBIT Performance Bonus. The Compensation Committee of the Board (the “Compensation Committee”) will prepare an Adjusted IBIT Performance Bonus Table for each such year which shall be similar to the Adjusted IBIT Performance Table for the year 2010 2016 prepared by the Compensation Committee pursuant to Section 3(b)(ii4(b)(i) of the Original Amended Second Employment Agreement, except that (A) the Adjusted IBIT to be achieved by the Employer for the Executive to obtain 100% of the target bonus will be based on the annual budget for such year prepared by the management of the Employer and approved by the Board of Directors of the Employer and (B) the target bonus payable upon achieving 100% of the target Adjusted IBIT for such year will be 100% of the Base Salary payable to the Executive for such year. Similarly, the threshold Adjusted IBIT for such year will be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 50% of the target bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. Similarly, the maximum Adjusted IBIT for such year will be 200% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 200% of the target bonus for such year, consistent with the Adjusted IBIT Performance Table for such year. Notwithstanding anything to the contrary contained in this Agreement, the Adjusted IBIT Performance Bonus for any such year will be zero if the Adjusted IBIT achieved by the Employer for such year is less than the threshold Adjusted IBIT for such year, and in no event will an Adjusted IBIT Performance Bonus for such year be more than the maximum target bonus for such year even if the Adjusted IBIT achieved by the Employer for such year exceeds the maximum Adjusted IBIT for such year. The Employer shall pay in each of the immediate following years to the Executive the Adjusted IBIT Performance Bonus earned by the Executive for such preceding year within ten days of the Employer filing its Annual Report on Form 10-K for such preceding year with the Securities and Exchange Commission; provided, however if the date established by the Internal Revenue Service (the “IRS Payment Date”) by which such payment must be made in order for the Employer to deduct the amount of the Adjusted IBIT Performance Bonus for such year is earlier, the Employer shall pay, (i) if the Employer can determine such amount by the IRS Payment Date, such amount prior to the IRS Payment date or (ii) if the Employer cannot determine such amount by the IRS Payment Date, 90% of the Employer’s good faith estimate of such amount by the IRS Payment Date and the balance, if any, as soon thereafter as the Employer can determine such amount. If, however, 90% of the Employer’s good faith estimate of such amount is more than the Adjusted IBIT Performance Bonus for such year, the Executive shall promptly return such excess to the Employer as soon as the Employer shall notify the Executive of the amount of such excess. The bonuses payable by the employer to the Executive pursuant to this clause (i) shall be awarded under and subject to the terms of the Employer’s 2000 Incentive Bonus Compensation Plan (the “Plan”); provided, however, if the Employer shall determine that such bonuses would not qualify under the terms of the Plan., the Employer shall use its best efforts to amend the Plan so that such bonuses would qualify under the terms of the Plan; provided further, however, if the Employer is unable to so amend the Plan, the Employer shall enter into another financial arrangement with the Executive to provide the Executive with the same economic benefit, on an after-tax basis, as the Executive would have received if such bonuses had qualified under the terms of the Plan. For purposes of this Agreement, the term “Adjusted IBIT”, as it applies to any particular year, means that amount for such year equal to the Employer’s Income Before Income Taxes, as determined by the Employer’s independent auditors, using generally accepted accounting principles, and reported in the Employer’s Consolidated Statements of Operations in its Annual Report on Form 10-K for such year filed with the Securities and Exchange Commission, subject to such adjustments as are set forth in the Adjusted IBIT Performance Bonus Table for such year. If the Executive’s employment is terminated on or prior to June 30 of a calendar year (w) by the Employer for any reason other than Cause, (x) by the Executive for Good Reason, (y) by the Employer or the Executive due to the Executive’s Disability, or (z) by reason of the Executive’s death, any Annual Adjusted IBIT Performance Bonus with respect to such year payable to the Executive or his estate, as the case may be, accrued to the date of termination of the Executive’s employment shall be that amount equal to (1) the amount of the Annual Adjusted IBIT Performance Bonus that would have been payable to the Executive if the Executive’s employment had not been terminated during the year times (2) a fraction the numerator of which is the number of months elapsed during the year up to and including the month of termination of the Executive’s employment and the denominator of which is 12. If the Executive’s employment is terminated on or following July 1 of a calendar year (w) by the Employer for any reason other than Cause, (x) by the Executive for Good Reason, (y) by the Employer or the Executive due to the Executive’s Disability, or (z) by reason of the Executive’s death, any Annual Adjusted IBIT Performance Bonus with respect to such year payable to the Executive or his estate, as the case may be, accrued to the date of termination of the Executive’s employment shall be that amount equal to the amount of the Annual Adjusted IBIT Performance Bonus that would have been payable to the Executive with respect to such year if the Executive’s employment had not been terminated during the year (without proration).

Annual Adjusted IBIT Performance Bonus. The Compensation Committee of the Board (the “Compensation Committee”) will prepare an Adjusted IBIT Performance Bonus Table for each such year which shall be similar to the 2012 Adjusted IBIT Performance Table for the year 2010 prepared by the Compensation Committee pursuant to Section 3(b)(ii) of the Original Amended Employment Agreement, except in that (Aa) the Adjusted IBIT to be achieved by the Employer for the Executive to obtain 100% of the target bonus will be based on the annual budget for such year as prepared by the management of the Employer and approved discussed by the management of the Employer with the Board of Directors of the Employer and (Bb) the target bonus payable upon achieving 100% of the target Adjusted IBIT for such year will be 10090% of the Base Salary payable to the Executive for such year. Similarly, the threshold Adjusted IBIT for such year will be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 50% of the target bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. SimilarlyHowever, the maximum Adjusted IBIT for such year will be 200% of the target Adjusted IBIT for such year which, if achieved, would entitle the Executive to receive 200% of the target bonus Salary payable to the Executive for such year, year consistent with the Adjusted IBIT Performance Bonus Table for such year. Notwithstanding anything to the contrary contained in this Agreement, the Adjusted IBIT Performance Bonus for any such year will be zero if the Adjusted IBIT achieved by the Employer for such year is less than the threshold Adjusted IBIT for such year, and in no event will an the Adjusted IBIT Performance Bonus for such year be more than the maximum target bonus for such year even if the Adjusted IBIT achieved by the Employer for such year exceeds the maximum Adjusted IBIT for such year. The Employer shall pay in each of the immediate following years year to the Executive the Adjusted IBIT Performance Bonus earned by the Executive for such preceding year within ten days of the Employer filing with the Securities and Exchange Commission its Annual Report on Form 10-K for such preceding year with the Securities and Exchange Commissionyear; provided, however if the date established by the Internal Revenue Service (the “IRS Payment Date”) by which such payment must be made in order for the Employer to deduct the amount of the Adjusted IBIT Performance Bonus for such year is earlier, the Employer shall pay, (iy) if the Employer can determine such amount by the IRS Payment Date, such amount prior to the IRS Payment date or (iiz) if the Employer cannot determine such amount by the IRS Payment Date, 90% of the Employer’s good faith estimate of such amount by the IRS Payment Date and the balance, if any, as soon thereafter as the Employer can determine such amount. If, however, 90% of the Employer’s good faith estimate of such amount is more than the Adjusted IBIT Performance Bonus for such year, the Executive shall promptly return such excess to the Employer as soon as the Employer shall notify the Executive of the amount of such excess. excess The bonuses payable by the employer to the Executive pursuant to this clause (iB) shall be awarded under and subject to the terms of the Employer’s 2000 Incentive Bonus Compensation Plan (the “Plan”); provided, however, if the Employer shall determine that such bonuses would not qualify under the terms of the Plan., the Employer shall use its best efforts to amend the Plan so that such bonuses would qualify under the terms of the Plan; provided further, however, if the Employer is unable to so amend the Plan, the Employer shall enter into another financial arrangement with the Executive to provide the Executive with the same economic benefit, on an after-tax basis, as the Executive would have received if such bonuses had qualified under the terms of the Plan. For purposes of this Agreement, the term “Adjusted IBIT”, as it applies to any particular year, means that amount for such year equal to the Employer’s Income Before Income Taxes, as determined by the Employer’s independent auditors, using generally accepted accounting principles, and reported in the Employer’s Consolidated Statements of Operations in its Annual Report on Form 10-K for such year filed with the Securities and Exchange Commission, subject to such adjustments as are set forth in the Adjusted IBIT Performance Bonus Table for such year. If the Executive’s employment is terminated (w) by the Employer for any reason other than Cause, (x) by the Executive for Good Reason, (y) by the Employer or the Executive due to the Executive’s Disability, or (z) by reason of the Executive’s death, any Annual Adjusted IBIT Performance Bonus payable to the Executive or his estate, as the case may be, accrued to the date of termination of the Executive’s employment shall be that amount equal to (1) the amount of the Annual Adjusted IBIT Performance Bonus that would have been payable to the Executive if the Executive’s employment had not been terminated during the year times (2) a fraction the numerator of which is the number of months elapsed during the year up to and including the month of termination of the Executive’s employment and the denominator of which is 12.