Common use of Annual Bonus Clause in Contracts

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity 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 higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditions.

Annual Bonus. In addition to Annual the Base Salary, Executive shall be eligible for an annual bonus for each completed fiscal year of employment during the Term (“Annual Bonus”). The terms of Executive’s initial Annual Bonus are as set forth on Exhibit B to this Agreement, and the terms of the Annual Bonus for subsequent years shall be determined by the Board, upon the terms recommendation of the Board’s Compensation Committee for each such subsequent year of employment as set forth herein. Executive understands and agrees that this Agreement does not guarantee the payment of any Annual Bonus and that the actual Annual Bonus payable will be based on the achievement of performance objectives and/or other criteria as determined by the Board and recommended by the Board’s Compensation Committee and such other factors as the Compensation Committee, in its discretion, deems relevant (provided, however, if pursuant to the listing requirements of any securities exchange on which the Company’s securities are then listed, Executive’s compensation, including any bonus compensation, must be set or approved in a different manner, Executive’s compensation shall be set or approved in accordance with such requirements). Unless otherwise agreed by the Parties and subject to the conditions of this paragraph (bSection 4(c)(ii), the Executive shallif an Annual Bonus is awarded, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity 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 higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the end of Company on the second month of the fiscal year next following the fiscal year for which date the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such paid. Any Annual Bonus payable in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with this Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b2(b) shall be qualified by paid to Executive no later than March 15th of the calendar year following terms and conditionsthe year to which it relates. Executive’s Annual Bonus for 2025 (to the extent earned) will be prorated to reflect the portion of the year from the Closing of the Business Combination.

Annual Bonus. In addition With respect to Annual Base Salaryeach Fiscal Year that ends during the Term, upon the terms and subject to the conditions of this paragraph (b)commencing with Fiscal Year 2012, the Executive shall, for each fiscal year ending during the Employment Period, shall be entitled eligible to receive an annual cash bonus (the "“Annual Bonus"”) opportunity equal based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board; provided that if any such Performance Target is based on Company annual EBITDA, EBITDA shall be determined in the same manner, and with the same adjustments, as Consolidated EBITDA (as defined in the Credit Agreement, entered into as of April 6, 2012, among the Company, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the other parties thereto, as amended from time to a percentage time (the “Credit Agreement”)), is determined for purposes of his the Credit Agreement. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded to other peer executives of the Company , target Annual Bonus and its Affiliated Companies, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such periodTarget Total Compensation. Each such Annual Bonus shall be paid no later than payable within thirty (30) days following the end completion of the second month audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period required by Section 409A, such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the fiscal year next following Department of Treasury Regulations. Notwithstanding the fiscal year for which foregoing, except as set forth in Article V, no bonus shall be payable with respect to any Fiscal Year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus is awarded, unless for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the Executive otherwise elects to defer stockholders of the receipt of such Annual Bonus Company in accordance with a deferred compensation plan the provisions for such approval under Section 162(m) of the Company Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its Affiliated Companies that complies sole good faith discretion and in accordance with Section 409A 162(m) of the Internal Revenue Code (and the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsregulations promulgated thereunder.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shallshall be awarded, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity equal ; which shall include, without limitation, any other annual cash bonus plan or program provided to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with Executive such as the targeted percentages generally awarded to Short Term Incentive Plan or any other peer executives of the Company and its Affiliated Companiessimilar plan, but shall not include any cash sign-on, relocation, retention or other special bonus or payments. ) in cash at least equal to the higher greater of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (iia) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive was has been employed for, and received pro-rated annual incentive compensation with respect to, by the Company for less than twelve full months) bonus (the full twelve months"Average Annual Bonus") paid or that has been earned and accrued, and, if but unpaid to the Executive has not been employed for by the full duration Company and its affiliated companies in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, (b) the average shall be calculated over Annual Bonus paid for the duration fiscal year immediately preceding the Effective Date, or (c) the target bonus associated with the Company achieving its 100 percent target payout level as determined in accordance with the terms of the Executive's employment in Company’s bonus plans for senior executives for the fiscal year immediately preceding the Effective Date (the “Target Bonus”; the greater of clauses (a), (b) or (c) to be referred to as the “Highest Annual Bonus”); for the avoidance of doubt, the determination of bonus under clause (c) above shall not be reduced for the application of the Compensation Committee’s discretion to reduce such periodbonus or bonus funding, or increased to reflect additional amounts that may be paid or payable if the Company exceeds target. Each such Annual Bonus shall be paid no later than the end 15th day of the second third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects shall elect to defer the receipt of such Annual Bonus in accordance with a deferred compensation pursuant to any nonqualified plan of the Company Company. Notwithstanding anything herein to the contrary, any portion of Annual Base Salary or its Affiliated Companies that complies with Section 409A of Annual Bonus electively deferred by the Internal Revenue Code Executive pursuant to a qualified or a non-qualified plan including, but not limited to, the Hologic, Inc. Deferred Compensation Plan or any successor thereto (the “CodeDCP”). The foregoing provisions of this paragraph (b) shall be qualified included in determining the Annual Base Salary, Annual Bonus and the Average Annual Bonus. If the fiscal year of any successor to this Agreement, as described by Section 11(c) herein, is different than the Company’s fiscal year at the time of the Change of Control, then the Executive shall be paid (i) the Annual Bonus that would have been paid upon the end of Company’s fiscal year ending after the Change of Control, and (ii) a pro-rata Annual Bonus for any months of service performed following terms the end of the Company’s fiscal year, but prior to the first day of the successor’s fiscal year immediately following the Change of Control. The Annual Bonuses thereafter shall be based on the successor’s first full fiscal year beginning after the Change of Control and conditionssuccessive fiscal years thereafter. “Pro Rata Bonus" shall mean an amount equal to the Bonus Amount (average of the Annual Bonuses paid or that has been earned and accrued, but unpaid during the three full fiscal years ended prior to the Date of Termination) multiplied by a fraction the numerator of which is the number of months worked in the fiscal year through the Date of Termination and the denominator of which is 12. Any partial months shall be rounded to the nearest whole number using normal mathematical convention.

Annual Bonus. In addition (a) ILG will be responsible for establishing, or causing Vistana to Annual Base Salaryestablish, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity 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 effective as of the Company and its Affiliated CompaniesClosing Date, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual a bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year program in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year Vistana Employees who participated in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of Starwood’s Annual Incentive Plan or any calculation required to be made under clause (ii) of the preceding sentence, an annual other bonus shall 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 toplan or program maintained by Starwood, less than the full twelve months, and, if the Executive has not been employed for the full duration Vistana or any of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code their Affiliates (the “CodeStarwood AIP”) immediately prior to the Closing Date will participate effective on the Closing Date (the “ILG AIP”). The foregoing provisions ILG AIP will be structured so that it provides a bonus opportunity for the Closing Plan Year that preserves to the extent practicable the bonus opportunity that each Vistana Employee would have had if he or she would have remained a participant in the Starwood AIP for the entire Closing Plan Year (the “FY ILG AIP Award”). The FY ILG AIP Award shall consist of (1) a pro-rated award calculated based upon the achievement of the performance objectives applicable to the related Starwood AIP award and the number of days in the Closing Plan Year that occurs prior to the Closing Date and (2) a pro-rated award calculated based upon performance of ILG and the number of days in the Closing Plan Year that occurs following the Closing Date and including the Closing Date. ILG will pay all FY ILG AIP Awards. Starwood shall provide ILG with any necessary performance results for the Closing Plan Year and any other information necessary to enable ILG to meet its obligations under this paragraph Section 2.04(a). (b) shall Starwood will retain all obligations related to bonus compensation earned by Vistana Employees under the Starwood AIP with respect to any calendar year ended prior to the Closing Date that is earned but unpaid as of the Effective Time; provided, however, that, if requested by Starwood, ILG or an Affiliate thereof will make all cash payments in respect of any such bonus compensation so long as Starwood transfers to ILG, prior to the date that such payment is to be qualified by made to the following terms applicable Vistana Employee, the amounts payable in respect of such cash payments, including all applicable withholding amounts and conditionsthe employer’s portion of any employment taxes.

Annual Bonus. In addition to Annual Base SalaryFor each complete year that Executive is employed with the Company hereunder during the Term (each such year, upon the terms and subject to the conditions of this paragraph (ba “Bonus Year”), the Executive shall, for each fiscal year ending during the Employment Period, shall be entitled eligible to receive an annual cash bonus award (each, an “Annual Bonus”) under the Parent’s short-term incentive plan (as may be in effect from time to time, the “STIP”), subject to and conditioned on the Parent’s overall performance and financial results together with any other terms and conditions of the STIP that may be established by the Board or the Compensation Committee of the Board (the "Annual Bonus"“Compensation Committee”) for that Bonus Year (generally and collectively, the “STI Performance Plan”). Unless otherwise established by the Board or the Compensation Committee, the incentive opportunity equal available to a percentage of his Annual Base Salary. Such percentage Executive shall be substantially consistent with the targeted percentages generally awarded to other peer executives based on a target value of 65% of the Company and its Affiliated Companiesannualized rate of Executive’s Effective Base Salary in effect at the time of determination. Notwithstanding the foregoing, but at least equal to the higher of (i) unless the percentage obtained Compensation Committee determines otherwise, Executive shall not be entitled to any payment of an Annual Bonus for any Bonus Year in which the Parent does not achieve the vesting requirements and other conditions set forth in the applicable STI Performance Plan, as determined by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or Compensation Committee in its sole discretion; (ii) the average percentage actual amount of his annual base salary each Annual Bonus, if any, paid to Executive is subject to determination in the sole discretion of the Compensation Committee; (as in effect for the applicable yearsiii) that was paid or payable, including by reason of Executive shall not be entitled to any deferral, to the Executive Annual Bonus if Executive’s employment under this Agreement is terminated by the Company and its Affiliated Companies as an annual bonus for Cause prior to the date of payment of such Annual Bonus; and, (however describediv) subject to the exceptions set forth herein, including as annual incentive compensation) Executive shall not be entitled to any Annual Bonus for each any Bonus Year if Executive is not employed by the Company on the date the Compensation Committee approves payment of such Annual Bonus. It is expected but not guaranteed that payment of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (orAnnual Bonus, if higherany, for each will be approved in connection with the finalization of the three fiscal years immediately preceding Parent’s annual financial statements for the fiscal Bonus Year to which it relates and paid as promptly as practicable following such approval but in no event later than December 31 of the year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date)applicable Bonus Year. For The Compensation Committee may, in its sole discretion, determine that up to 50% of the purposes value of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end in equity of the second month of Parent and the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt remainder of such Annual Bonus be paid in accordance with a deferred compensation plan cash. For each Bonus Year during the Term, the Compensation Committee will review the STIP and establish the structure, terms and conditions (including performance objectives, metrics, goals and incentive opportunities) of the Company or its Affiliated Companies that complies with Section 409A STI Performance Plan and the target value of the Internal Revenue Code incentive opportunity (“Effective STI Bonus Target”) provided to Executive for the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsBonus Year as it deems appropriate.

Annual Bonus. In addition With respect to Annual Base Salary, upon each calendar year that ends during the terms and subject to the conditions of this paragraph (b)Term, the Executive shall, for each fiscal year ending during the Employment Period, shall be entitled eligible to receive an annual cash bonus (the "“Annual Bonus") opportunity ”), with a target Annual Bonus amount 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 one hundred percent (100%) of the Company and its Affiliated Companies, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary (the “Target Bonus”). The Executive’s actual Annual Bonus for a given year, if any, shall be determined on the basis of the Executive’s and/or the Company’s attainment of objective financial and/or other subjective or (ii) objective criteria established by 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 deferral, Board and communicated to the Executive by at the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each beginning of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such periodyear. Each such Annual Bonus shall be paid no later than payable on such date as is determined by the end of Board, but in any event within the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with period required by Section 409A of the Internal Revenue Code such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (the “Code”or any successor thereto). The foregoing provisions of this paragraph (b) Notwithstanding the foregoing, no Annual Bonus shall be qualified payable with respect to any calendar year unless the Executive remains continuously employed with the Company on the date of payment; provided, however, that notwithstanding the foregoing, the Executive shall be entitled to a prorated portion of the Annual Bonus payable with respect to any calendar year in which his employment ends as a result of the Company’s non-extension of the Term pursuant to Section 2(b) (provided that such termination would not have constituted a termination for Cause under this Agreement), determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year, but in any event within the period required by Section 409A of the following terms and conditionsCode such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (or any successor thereto).

Annual Bonus. In addition to Annual Base Salary, upon For the terms 2009 and subject to the conditions of this paragraph (b)2010 calendar years, the Executive shallwill: (i) on and prior to the Effective Time, remain eligible to receive an annual cash incentive award under the Company’s annual incentive plan as in effect as of the date of this Agreement or as adopted after the date of this Agreement; provided, that: (A) if the Effective Time occurs on or prior to June 30, 2010, the Executive shall receive an annual cash incentive award that is pro-rated for each the period from July 1, 2009 through the Effective Time and based on deemed achievement of 75% of target performance, and (B) if the Effective Time occurs after June 30, 2010, (x) the Executive shall be entitled to the payment of any annual incentive award payable with respect to the fiscal year ending during June 30, 2010 based on actual performance and in accordance with the Employment Period, be entitled to terms of the applicable Company annual incentive plan and (y) the Executive shall receive an annual cash bonus (the "Annual Bonus") opportunity 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 higher of (i) the percentage obtained by dividing his targeted annual bonus incentive award for the then current fiscal year by his then Annual Base Salary or ending June 30, 2011 based on deemed achievement of 75% of target performance and pro-rated for the period from July 1, 2010 through the Effective Time; and (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each remainder of the three fiscal years immediately preceding the fiscal calendar year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control Time occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, eligible for an annual bonus shall be annualized for any fiscal year consisting of target cash incentive under the applicable Parent annual incentive plan equal to no less than twelve full months or with respect to which 150% of Base Salary (the Executive was employed for“Target Bonus”), and received an annual maximum cash incentive equal to two (2) times the Target Bonus (the “Maximum Bonus”), pro-rated annual incentive compensation with respect to, less than the full twelve months, and, if the Executive has not been employed for the full duration period from the Effective Time through December 31 of such calendar year. The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “Parent Board”) generally within the first three fiscal years immediately preceding months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries. For any calendar year following the calendar year in which the Effective Date Time occurs, the average shall Executive will be calculated over eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the duration same basis as is generally made available to other senior executives of the Executive's employment in such periodParent and its subsidiaries. Each such The Annual Bonus Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awardedor calendar year, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsas applicable.

Annual Bonus. In addition to the Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shallshall be eligible to receive, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity 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 higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as the “Annual Bonus”) in cash under the Company’s annual incentive compensationcompensation plans, as may be in effect from time to time (the “Annual Incentive Plans”). For each fiscal year ending during the Employment Period, (a) the Executive’s target bonus opportunity under such Annual Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, or if a Change target bonus for such year has not been established as of Control occurs following the Effective Date). For , the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual Executive’s target bonus shall 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 employed for the full duration of the three fiscal years year immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), (b) any performance goals or other criteria used to determine the actual Annual Bonus earned shall not be substantially less favorable to the Executive than any such performance goals or other criteria with respect to the Annual Bonus as applicable for the year in which the Effective Date occurs (or if performance goals for such year have not been established as of the Effective Date, the average performance goals applicable to the Executive for the year immediately preceding the year in which the Effective Date occurs) and (c) to the extent permitted under the Annual Incentive Plans, the exercise of negative discretion under the Annual Incentive Plans shall be calculated over no greater than the duration exercise of such discretion for the Executive's employment year immediately preceding the year in such periodwhich the Effective Date occurs. Each such Annual Bonus shall be paid paid, to the extent earned, no later than two and a half months after the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects shall elect to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan pursuant to an arrangement that meets the requirements of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditions.

Annual Bonus. In addition During the Term, Employee shall be eligible to Annual Base Salary, upon the terms and subject to the conditions of this paragraph receive an annual performance bonus payment (b), the Executive shall, a “Performance Bonus”) for each fiscal calendar year ending during the Employment Period, be entitled pursuant to an annual cash performance bonus program (the "Annual Bonus") opportunity “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to a 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of his Annual Employee’s annual Base SalarySalary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. Such percentage shall be substantially consistent with For each calendar year, the targeted percentages generally awarded to other peer executives of the Company Board (or a designated committee thereof) will determine and its Affiliated Companies, but at least equal to the higher of establish in writing (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or applicable performance targets, (ii) the average percentage of his annual base salary (as in effect for the applicable years) that was paid annualized Base Salary payable to Employee if some lesser or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each greater percentage of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs target annual performance is achieved, and (or, if higher, for each iii) such other applicable terms and conditions of the three fiscal years immediately preceding Bonus Plan necessary to satisfy the fiscal year in which a Change requirements of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The foregoing provisions Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of this paragraph (bthe applicable performance targets ultimately being achieved) shall will be qualified by deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following terms and conditionspreparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. In addition to Annual the Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for each fiscal year ending during the Employment Period, shall be entitled to an receive annual cash bonus incentive compensation (the "Annual Bonus") opportunity for each fiscal year based upon increases in the Company's Earnings Per Share and/or Market Price during such fiscal year. The Executive's Annual Bonus for each fiscal year shall 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 higher product of (ix) the Executive's Base Salary for the applicable fiscal year, MULTIPLIED BY (y) the greater of (1) the percentage obtained by dividing his targeted annual bonus increase in Earnings Per Share for such fiscal year over Earnings Per Share for the then current immediately preceding fiscal year by his then and (2) the percentage increase in the Market Price as of the end of such fiscal year over the Market Price as of the end of the immediately preceding fiscal year; provided, however, that in no event shall any Annual Base Salary Bonus be payable unless the amount determined in accordance with clause (y)(1) or (ii2) is at least fifteen percent (15%), and in no event shall 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized Executive's Annual Bonus for any fiscal year consisting exceed one hundred percent (100%) of less than twelve full months his Base Salary for such fiscal year; provided, further, that if (A) the Earnings Per Share 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 employed Market Price for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awardedbeing calculated is higher than the Earnings Per Share or Market Price, unless respectively, for the Executive otherwise elects to defer immediately preceding fiscal year, and (B) either the receipt Earnings Per Share or Market Price for such immediately preceding fiscal year was lower than the Earnings Per Share or Market Price, respectively, in the second preceding fiscal year, then for purposes of such calculating the Executive's Annual Bonus for the current fiscal year, the higher Earnings Per Share or Market Price, if applicable, for the second preceding fiscal year shall be used in accordance with a deferred compensation plan lieu of the Company Earnings Per Share or its Affiliated Companies that complies Market Price, as the case may be, for the immediately preceding fiscal year. Except as otherwise provided herein, the amount of Annual Bonus payable with Section 409A respect to any fiscal year (net of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (bany tax or other amount properly withheld therefrom) shall be qualified paid by the following terms and conditions.Company to the Executive within one hundred twenty (120) days after the end of the fiscal year; provided, however, that any amount paid shall be subject to increase or decrease based upon the results of any audited financial statements with respect to such year. For purposes of this Section 5(b):

Annual Bonus. In addition to the Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shallshall be awarded, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "“Annual Bonus"”) opportunity 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 in cash at least equal to the higher of Executive’s target bonus opportunity under the Company’s Annual Incentive Plan, or any comparable bonus under any predecessor or successor plan (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then “Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensationIncentive Plan”) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (oror if, if higherprior to the Effective Date, the target bonus opportunity for each of such year has not been established, the three fiscal years immediately preceding target bonus opportunity for the fiscal year in which a Change of Control occurs, if a Change of Control occurs following ending immediately prior to the Effective Date), and in each case taking into account any increases in Annual Base Salary to the extent relevant (the “Target Bonus”). For each fiscal year ending during the purposes of Employment Period, (a) any calculation required performance goals or other criteria used to be made under clause (ii) of determine the preceding sentence, an annual bonus actual Annual Bonus earned shall be annualized for any fiscal year consisting of less than twelve full months substantially as favorable to the Executive as the performance goals or other criteria established with respect to the Executive’s Annual Bonus opportunity for the year in which the Executive was employed forEffective Date occurs (or if, prior to the Effective Date, the performance goals or criteria for such year have not been established, the performance goals or criteria applicable for the fiscal year ending immediately prior to the Effective Date) and received pro-rated annual incentive compensation with respect to(b) to the extent permitted under the Annual Incentive Plans, less the exercise of negative discretion under the Annual Incentive Plan shall be no greater than the full twelve months, and, if the Executive has not been employed exercise of such discretion for the full duration of the three fiscal years year immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than two and a half months after the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects shall elect to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan pursuant to an arrangement that meets the requirements of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditions.

Annual Bonus. In addition Pursuant to Annual Base Salary, upon the terms and subject to of the conditions of this paragraph Company’s Management Incentive Plan or any successor arrangement thereto (b“MIP”), the Executive shall, shall be eligible to receive a performance bonus for each fiscal year ending of the Company, which shall be subject to the Executive’s continued employment with the Company and the accomplishment of the specific performance goals established by the Compensation Committee for such fiscal year (“Annual Bonus”), with a target value of at least 45% of the Executive’s Base Salary for such fiscal year. The Compensation Committee, in its sole discretion, but in consultation with the CEO, shall establish the following for the MIP for each fiscal year: (a) the applicable performance criteria and goals (“Targets”); (b) the relative weightings, if any, of the Targets; and (c) the percentage of the target Annual Bonus that the Executive will be able to earn upon achievement of certain percentages of the Targets, including the percentages of performance in excess of 100% of Target in which event a higher Annual Bonus will be earned, and which may include minimum percentages below which no Annual Bonus will be earned. The calculation of the Annual Bonus shall be determined by the Compensation Committee, in its reasonable discretion following the completion of the Company’s audit for such fiscal year, and the Annual Bonus for a given fiscal year shall be paid within 15 days of the receipt by the Company of the audited financial statements for such fiscal year, but no later than the 15th day of the third month following the end of such fiscal year. If this Agreement terminates other than at the end of a fiscal year and if the Executive is entitled to a pro rata Annual Bonus for such partial fiscal year pursuant to Section 5 hereof, such pro rata Annual Bonus shall be equal to the Annual Bonus that the Executive would have received under the MIP, based on the Target for such fiscal year, multiplied by a fraction, the numerator of which shall be the number of days during such fiscal year he was so employed and the Employment Period, denominator of which shall be the number of days in such fiscal year (“Pro Rata Annual Bonus”). The Executive also may be entitled to an annual cash bonus (the "Annual Bonus") opportunity 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 higher of (i) the percentage obtained by dividing his targeted annual bonus Bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, prior to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs Executive is terminated, to the extent not yet paid (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date“Preceding Bonus”). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus The Executive shall be annualized for any fiscal year consisting of less than twelve full months or with respect entitled to which receive the Executive was employed forPreceding Bonus and/or the Pro Rata Bonus, and received pro-rated annual incentive compensation with respect toas applicable, less than at the full twelve months, and, if the Executive has not been employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which time the Annual Bonus is awarded, unless payable pursuant to the Executive otherwise elects to defer terms of the receipt of such MIP. The Annual Bonus shall, in accordance with a deferred compensation plan all respects, be subject to the terms of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsMIP.

Annual Bonus. In addition to Annual Base SalaryDuring the Employment Term (including, upon for the terms and subject avoidance of doubt, the period from the start of the calendar year until immediately prior to the conditions commencement of this paragraph a Qualifying Termination Notice Period (bas defined below) (such period, the “Stub Period”)), the Executive shall, for each fiscal year ending during the Employment Period, shall be entitled to paid an annual cash bonus (the "“Annual Bonus"”) opportunity equal (on a pro rata basis with respect to the Stub Period) with a percentage target level of his Annual sixty percent (60%) of the Base SalarySalary amount (the “Target Bonus”). Such percentage Annual Bonus shall be substantially consistent with awarded and paid subject to the targeted percentages generally awarded to other peer executives terms of the Company and its Affiliated Companies, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for plan of the then current fiscal year by his then Annual Base Salary Group or (ii) the average percentage of his annual base salary (as in effect for the applicable years) any member thereof that was paid or payable, including by reason of any deferral, applies to the Executive (the “Annual Bonus Plan”), except to the extent of any conflict between the terms of this Section 2(b) and the terms of the Annual Bonus Plan, in which event the terms of this Section 2(b) shall control. The Executive’s corporate and individual performance targets shall be determined by the Company and its Affiliated Companies as an annual bonus CEO. The Executive should propose individual goals to the CEO within the first ninety (however described, including as annual incentive compensation90) days of each calendar year. The Annual Bonus for each of the three fiscal years immediately preceding the fiscal calendar year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized determined in good faith based upon actual corporate and individual performance for any fiscal such 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over payable in accordance with the duration of procedures specified by the Executive's employment in such period. Each such Board; provided that the Annual Bonus shall be paid no later than March 15th of the calendar year following the end of the second month performance period. The Annual Bonus and the terms of the Annual Bonus may change over time as determined by the Board (or a committee designated by the Board), in its sole discretion, and any changes will be communicated to the Executive in writing. For the avoidance of doubt, the Board (or a committee designated by the Board) retains good faith, commercially reasonable discretion in determining the Annual Bonus and may rely on factors relating specifically to the Executive's performance, which may result in an Annual Bonus calculated differently than for other participants subject to the Annual Bonus Plan. For the avoidance of doubt, the payment of any Annual Bonus with respect to a Stub Period shall be made no later than March 15th of the calendar year following the calendar year in which such Qualifying Termination Notice Period commenced. In the event the Executive’s employment is terminated due to the Executive’s death or Disability (as defined below), the Executive shall be paid a Target Bonus, prorated by the number of days the Executive was employed by the Company during the fiscal year next of such termination, which shall be paid no later than March 15th of the calendar year following the fiscal year for in which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionstermination occurred.

Annual Bonus. In addition Executive shall be eligible for a discretionary bonus for each complete fiscal year that Executive is employed by the Employer hereunder (the “Bonus”). The performance targets (including non-financial targets) that must be achieved to Annual Base Salarybe eligible for certain bonus levels as a percentage of base salary shall be established by the board of directors of Employer (the “Board”) or an empowered committee thereof, upon annually, in its/their sole discretion, and communicated to Executive within the terms first ninety (90) days of the applicable fiscal year (the “Bonus Year”). Each Bonus, if any, in the sole discretion of the Board shall be paid after the Board (or an empowered committee thereof) certifies that the applicable performance targets for the applicable Bonus Year have been achieved or, if appropriate, to what degree, and what Bonus, if any is payable to Executive. The determination of the Bonus, if any, shall be made no later than thirty (30) days after the receipt of the audit of the Employer’s results for the Bonus Year. Notwithstanding anything in this Section 4(b) to the contrary, no Bonus, if any, nor any portion thereof, shall be payable for any Bonus Year unless Executive remains continuously employed by the Employer from the Effective Date through the last day of the applicable Bonus Year. If Executive’s employment terminates pursuant to Section 6(b), 6(c), 6(d) or 6(g), Executive shall be eligible to receive a pro rata bonus for the Bonus Year in which such termination occurs, in the sole discretion of the Board, and payable with any Severance to which Executive is entitled and subject to all the conditions of this paragraph (b), the Executive shall, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity 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 higher of (i) the percentage obtained by dividing his targeted annual bonus precedent for the then current fiscal year by his then Annual Base Salary or (ii) payment of Severance. For the average percentage period from the Effective Date through the end of his annual base salary (as in effect for the applicable years) that was paid or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus Executive shall be annualized considered by the Chief Executive Officer and the Board for any fiscal year consisting of less than twelve full months or a discretionary Bonus with respect to which the Executive was employed for, and received pro-rated annual incentive compensation with respect to, such period that is less than a full fiscal year based on the full twelve months, and, if the Executive has not been employed for the full duration evaluation of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment ’s performance in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) 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 shallshall be awarded, for each fiscal year ending during the Employment Period, be entitled to Period an annual cash bonus (the "Annual Bonus") opportunity 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 higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditions. If (A) 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 (C) 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: (A) as the Annual Bonus for such fiscal year, an amount equal to the greater of (x) 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 (y) 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 (b) 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 (x) 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), (y) 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 (z) 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 The Executive shall be eligible for an annual bonus the “Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, Bonus”) for each fiscal year ending during the Employment PeriodPeriod on the same basis as other executive officers under the Company’s then current Annual Incentive Plan (or such other name as may be adopted for the plan or its successor), which shall be entitled payable in accordance with the terms of such plan. 3. Paragraph (v) of Section 2(b) of the Original Agreement is hereby amended to an annual cash bonus add the following new paragraph immediately following the end of such paragraph: Any reimbursement of expenses required under this paragraph and any reimbursement of legal fees and expenses required under Section 6(c) of this Agreement shall be made by the Company upon or as soon as practicable following receipt of supporting documentation reasonably satisfactory to the Company (but in any event not later than the close of the Executive’s taxable year following the taxable year in which the fee, disbursement, cost or expense is incurred by the Executive); provided, however, that, upon the Executive’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of the Executive’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the "Annual Bonus"“Code”). In no event shall any reimbursement be made to the Executive for such expenses and fees incurred after the later of (1) opportunity equal the tenth anniversary of the date of the Executive’s death or (2) the date that is ten years after the date of the Executive’s termination of employment with the Company. 4. Paragraph (e) of Section 3 of the Original Agreement is hereby amended by adding the following sentence immediately at the end of such Section to provide as follows: For purposes of any payments or provision of benefits under this Agreement, the Executive shall not be considered to have terminated employment with the Company unless the Executive incurs a percentage “separation from service” with the Company within the meaning of his Section 409A(a)(2)(A)(i) of the Code and applicable guidance issued thereunder. 5. The flush paragraph immediately following subclause (C) of Section 4(a)(i) of the Original Agreement is hereby deleted. 6. Subclauses (A), (B) and (C) of Section 4(a)(i) of the Original Agreement are hereby amended and restated in their entirety to provide as follows: (A) the sum of (1) the Executive’s Annual Base Salary. Such percentage shall be substantially consistent with Salary through the targeted percentages generally awarded Date of Termination to other peer executives the extent not theretofore paid, (2), the product of the Company and its Affiliated Companies, but at least equal to (x) the higher of (iI) the percentage obtained highest Annual Bonus received by dividing his targeted annual bonus for the then current fiscal Executive over the preceding three year by his then Annual Base Salary or period and (iiII) the average percentage of his annual base salary (as in effect for the applicable years) that was Annual Bonus paid or payable, including by reason of any deferral, to the Executive by the Company bonus or portion thereof which has been earned but deferred (and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve 12 full months or with respect to during which the Executive was employed forfor less than 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the “Highest Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and received pro-rated annual incentive compensation with respect tothe denominator of which is 365; and (3) any accrued vacation pay, less than in each case to the full twelve monthsextent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the “Accrued Obligations”), and, if (B) an amount equal to the sum of (i) the then current Annual Base Salary of the Executive has not and (ii) the Highest Annual Bonus, and (C) an amount equal to the maximum amount of employer matching contributions that could have been employed for credited to the full duration of Executive under the three fiscal years Company’s 401(k) Savings Plan (without regard to any applicable nondiscrimination tests), any other excess or supplemental retirement plan in which the Executive participates or any other deferred compensation plan during the twelve (12) month period immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration month of the Executive's employment in ’s Date of Termination, such periodamount to be grossed up so that the amount the Executive actually receives after payment of any federal or state taxes payable thereon equals the amount first described above. 7. Each such Annual Bonus shall be paid no later than the end Clause (ii) of Section 4(a) of the second month of the fiscal year next following the fiscal year for which the Annual Bonus Original Agreement is awarded, unless the Executive otherwise elects hereby amended and restated in its entirety to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditions.provide as follows:

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shallshall be eligible to earn, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity 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 higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensationthe “Annual Bonus”) in cash based upon the Company achieving one or more performance goals and targets set in good faith by the Board of Directors of the Company after reasonable consultation with the Chief Executive Officer. The target amount for the Annual Bonus for each fiscal year (the “Target Amount”) shall be 40% of the three fiscal years immediately preceding Executive’s Annual Base Salary, subject to the achievement of the performance goals and targets for such year. The Annual Bonus payable to the Executive for a fiscal year may be greater than the Target Amount based upon performance in excess of the target or targets set by the Board of Directors for that year, and may be equal to 0% of the Target Amount in the case of performance below the target or targets for that year. The Annual Bonus paid to the Executive shall be determined in accordance with criteria set by the Board of Directors after reasonable consultation with the Chief Executive Officer. Each fiscal year during the Employment Period, the Company will establish an annual bonus plan in which the Effective Date occurs Executive will participate (or, if higher, the “Annual Plan”) and that will provide the Executive with a bonus opportunity not less than that described above in this Subsection (b). The Annual Bonus for each of the three fiscal years immediately preceding the a given fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless . The amount of the Annual Bonus for any partial fiscal year during the Employment Period shall be prorated by multiplying the amount of the Annual Bonus that would be paid to the Executive otherwise elects to defer for the receipt full fiscal year by a fraction, the numerator of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) which shall be qualified by the following terms number of days in such fiscal year occurring during the Employment Period, and conditionsthe denominator of which shall be 365.

Annual Bonus. In addition to Annual Base SalaryFor fiscal year 1997 (ending January 31, upon the terms 1998) and subject to the conditions of this paragraph (b), the Executive shall, for each fiscal year ending that begins during the Employment PeriodPeriod (each such fiscal year, a "Bonus Year"), Executive shall be entitled to an annual cash receive a bonus of 40% of Base Salary (each, a "Bonus") conditioned upon the satisfaction of (a) Company performance goals established by the Compensation Committee of the Board of Directors of the Company (the "Annual BonusCommittee") opportunity equal to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with for such Bonus Year and (b) personal performance goals submitted by the targeted percentages generally awarded to other peer executives of Executive to, and approved by, the Company and its Affiliated Companiesthe Committee for such Bonus Year. Company and personal performance goals are herein referred to collectively as the "Performance Goals". In the event the Performance Goals for any Bonus Year are not fully satisfied, the Committee shall have the right, but at least equal not the obligation, to grant a partial Bonus for such Bonus Year. The Performance Goals for each Bonus Year shall be established as soon as possible following the higher beginning of such Bonus Year. The Bonus earned for any Bonus Year shall be payable promptly following the determination thereof, but in no event later than 90 days following the end of each Bonus Year. If (ia) the percentage obtained by dividing his targeted annual Employment Period shall expire or terminate and (b) Employee is entitled to payment of a bonus pursuant to Section 6 hereof, the Bonus payable for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year Bonus Year in which the Effective Date occurs (orEmployment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, if highermultiplied by a fraction, for each the numerator of which shall be the number of days of the three fiscal years immediately preceding Employment Period within the fiscal year in Bonus Year and the denominator of which a Change of Control occurs, if a Change of Control occurs following the Effective Date)shall be 365. For the purposes of any calculation required determining the amount of Bonus payable pursuant to be made under clause (ii) of the immediately preceding sentence, an annual bonus it shall be annualized assumed that all conditions to payment based upon performance by the Executive (e.g. personal performance goals) have been satisfied. Notwithstanding anything to the contrary contained herein or in the Employer's Bonus Plan, in the event (y) the Employment Period shall end for any fiscal year consisting reason whatsoever on a day prior to payment to Executive of less than twelve a Bonus for the last full months or with respect to which Bonus Year contained within the Executive was employed forEmployment Period, and received pro-rated annual incentive compensation with respect to(z) Executive would have been entitled to receive a Bonus for such last full Bonus Year had the Employment Period not ended - then, less than Employer shall pay to Executive the Bonus for such last full twelve months, and, if Bonus Year as and when such Bonus would have been paid had the Executive has Employment Period not been employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsended.

Annual Bonus. In addition to Annual Executive’s Base Salary, upon during the terms Term, Executive shall receive an annual bonus for services rendered by Executive to the Partnership Parties equal to an amount between one hundred (100%) and one hundred fifty percent (150%) of Executive’s Base Salary, as determined by the Board, in its sole discretion, subject to applicable withholdings and deductions (the conditions “Annual Bonus”). The Annual Bonus with respect to the 2021 and 2022 annual periods (the “Initial Bonus Amounts”) shall be payable to Executive in cash or common units representing limited partner interests (“Common Units”) of this paragraph the Partnership (bor in a combination of cash and Common Units), as determined by the Executive shall, for each fiscal year ending during the Employment Period, be entitled to an annual Board. The Initial Bonus Amounts that are payable in cash bonus (the "Annual Bonus") opportunity equal to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with paid to Executive on January 2, 2024 (“Deferred Initial Bonus Amounts”); provided that, to the targeted percentages generally awarded extent the Initial Bonus Amounts are payable in Common Units, such Common Units shall be delivered to other peer executives Executive no later than March 15th of the Company and its Affiliated Companiesyear following the applicable annual period for which such Initial Bonus Amounts relate. With respect to the 2021 annual period, but at least Executive shall be eligible to receive a pro-rated Annual Bonus (calculated as the Annual Bonus that would have been paid for the entire 2021 annual period multiplied by a fraction, the numerator of which is equal to the higher number of (i) days Executive worked in such annual period, and the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) the average percentage denominator of his annual base salary (as in effect for the applicable years) that was paid or payable, including by reason of any deferral, which is equal to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each total number of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment days in such period). Each such With respect to the 2023 annual period and thereafter, the Annual Bonus shall be paid payable to Executive in cash no later than the end March 15th of the second month of the fiscal year next following the fiscal year annual period for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus relates. The preceding Annual Bonus percentages may be increased during the Term in the absolute discretion of the Board, or, if applicable, an authorized committee thereof, in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of rules and procedures governing the Internal Revenue Code (Board. To the extent the preceding Annual Bonus percentages are increased during the Term, such increased percentages shall thereafter be considered Executive’s “Code”). The foregoing provisions Annual Bonus” for purposes of this paragraph (b) shall be qualified by the following terms and conditions.Agreement. ​

Annual Bonus. In addition During the Term, Employee shall be eligible to Annual Base Salary, upon the terms and subject to the conditions of this paragraph receive an annual performance bonus payment (b), the Executive shall, a “Performance Bonus”) for each fiscal calendar year ending during the Employment Period, be entitled pursuant to an annual cash performance bonus program (the "Annual Bonus") opportunity “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to a 80% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of his Annual Employee’s annual Base SalarySalary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 80% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. Such percentage shall be substantially consistent with For each calendar year, the targeted percentages generally awarded to other peer executives of Board and the Company Employee will mutually determine and its Affiliated Companies, but at least equal to the higher of will establish in writing (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or applicable performance targets, (ii) the average percentage of his annual base salary (as in effect for the applicable years) that was paid annualized Base Salary payable to Employee if some lesser or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each greater percentage of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs target annual performance is achieved, and (or, if higher, for each iii) such other applicable terms and conditions of the three fiscal years immediately preceding Bonus Plan necessary to satisfy the fiscal year in which a Change requirements of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The foregoing provisions Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of this paragraph (bthe applicable performance targets ultimately being achieved) shall will be qualified by deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following terms and conditionspreparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed on the last day of the calendar year.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject The Company shall pay to the conditions of this paragraph (b), the Executive shall, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "“Annual Bonus"”) opportunity equal to a percentage of his Annual Base Salaryin accordance with the terms hereof for each “Year” (as defined below) which ends during the Employment Term. Such percentage The Executive shall be substantially consistent eligible for an Annual Bonus as set forth in the M▇▇▇▇▇ Human Resource Consulting “Management Incentive Plan Design Anchor Glass Container Corporation” report, dated June 11, 2002 (the “M▇▇▇▇▇ Report”). The term “Year” shall mean the Company’s fiscal year unless indicated otherwise. (a) If the Executive achieves his target performance goals (the “Target Annual Goals”), as determined by the Board on an annual basis after consulting with the targeted percentages generally awarded to other peer executives of the Company and its Affiliated CompaniesExecutive, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be as set forth in the M▇▇▇▇▇ Report (the “Target Annual Bonus”). If the Executive achieves his maximum performance goals (“Maximum Annual Goals”), as determined by the Board (or Committee) on an annual basis after consulting with the Executive, such Annual Bonus shall be as set forth in the M▇▇▇▇▇ Report. (the “Maximum Annual Bonus”). If the Executive achieves threshold performance goals (“Threshold Annual Goals”), as determined by the Board (or Committee) on an annual basis after consulting with the Executive, such Annual Bonus shall be as set forth in the M▇▇▇▇▇ Report. If the Executive achieves a level of performance which falls between the Threshold Annual Goals and the Target Annual Goals or between the Target Annual Goals and the Maximum Annual Goals, lineal interpolation shall be used to determine the Executive’s Annual Bonus for such Year. Such performance goals shall be set by the Board (or Committee) within ninety (90) days after the first day of the applicable Year. (b) For the Company’s 2002 Year, the Executive shall be eligible for a target bonus as set forth in the M▇▇▇▇▇ Report. (c) The Company shall pay the entire Annual Bonus that is payable with respect to a Year in a lump-sum cash payment as soon as practicable after the Board (or Committee) can determine whether and the degree to which Maximum Annual Goals, Target Annual Goals or Threshold Annual Goals have been achieved following the close of such Year. Any such Annual Bonus shall in any event be paid no later than within ninety (90) days after the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsYear.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shallshall be awarded, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity 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 higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “"Code”"). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditions.

Annual Bonus. In addition to the Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shallshall be awarded, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "“Annual Bonus"”) opportunity 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 in cash at least equal to the higher of Executive’s target bonus opportunity under the Company’s Annual Incentive Plan, or any comparable bonus under any predecessor or successor plan (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then “Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensationIncentive Plan”) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (oror if, if higherprior to the Effective Date, the target bonus opportunity for each of such year has not been established, the three fiscal years immediately preceding target bonus opportunity for the fiscal year in which a Change of Control occurs, if a Change of Control occurs following ending immediately prior to the Effective Date), and in each case taking into account any increases in Annual Base Salary to the extent relevant (the “Target Bonus”). For each fiscal year ending during the purposes of Employment Period, (a) any calculation required performance goals or other criteria used to be made under clause (ii) of determine the preceding sentence, an annual bonus actual Annual Bonus earned shall be annualized for any fiscal year consisting of less than twelve full months substantially as favorable to the Executive as the performance goals or other criteria established with respect to the Executive’s Annual Bonus opportunity for the year in which the Executive was employed forEffective Date occurs (or if, prior to the Effective Date, the performance goals or criteria for such year have not been established, the performance goals or criteria applicable for the fiscal year ending immediately prior to the Effective Date) and received pro-rated annual incentive compensation with respect to(b) to the extent permitted under the Annual Incentive Plans, less the exercise of negative discretion under the Annual Incentive Plan shall be no greater than the full twelve months, and, if the Executive has not been employed exercise of such discretion for the full duration of the three fiscal years year immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than two and a half months after the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects shall elect to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan pursuant to an arrangement that meets the requirements of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The foregoing provisions of this paragraph (b) 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 shallshall be awarded, for each fiscal year ending of the Company during the Employment Period, be entitled to an annual cash bonus (the "“Annual Bonus"”) opportunity 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 in cash at least equal to the higher greater of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (iia) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive was has been employed for, and received pro-rated annual incentive compensation with respect to, by the Company or Cytyc for less than twelve full months) bonus (the full twelve months, and, if “Average Annual Bonus”) paid or payable to the Executive has not been employed for by the full duration Company and its affiliated companies or Cytyc, as applicable, in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, (b) the average shall be calculated over Annual Bonus paid for the duration fiscal year of the Executive's employment Company (if applicable, by Cytyc) immediately preceding the Effective Date, or (c) the maximum target bonus determined in such periodaccordance with the terms of the Company’s or Cytyc’s, as applicable, bonus plan for senior executives for the fiscal year immediately preceding the Effective Date (the “Target Bonus”). Each such Annual Bonus shall be paid no later than the end 15th day of the second third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded. In no event shall the calculation of the Annual Bonus, unless Average Annual Bonus and Special Bonus (as defined in Section 4(b)(iv)) include: any bonuses deferred by the Company, as applicable, or retention bonus or severance benefits provided under the Retention Agreement between the Executive otherwise elects and Company. Notwithstanding anything herein to defer the receipt contrary, any portion of such Annual Base Salary or Annual Bonus in accordance with electively deferred by the Executive pursuant to a deferred compensation qualified or a non-qualified plan of including, but not limited to, the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code Hologic, Inc. Supplemental Executive Retirement Plan (the “CodeSERP”). The foregoing provisions of this paragraph (b) shall be qualified included in determining the Annual Base Salary, Annual Bonus and the Average Annual Bonus. If the fiscal year of any successor to this Agreement, as described by Section 11(c) herein, is different than the Company’s fiscal year at the time of the Change of Control, then the Executive shall be paid (i) the Annual Bonus that would have been paid upon the end of Company’s fiscal year ending after the Change of Control, and (ii) a pro-rata Annual Bonus for any months of service performed following terms the end of the Company’s fiscal year, but prior to the first day of the successor’s fiscal year immediately following the Change of Control. The Annual Bonuses thereafter shall be based on the successor’s first full fiscal year beginning after the Change of Control and conditionssuccessive fiscal years thereafter.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shallshall be awarded, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "“Annual Bonus") opportunity equal ”; which shall include, without limitation, any other annual cash bonus plan or program provided to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with Executive such as the targeted percentages generally awarded to Short Term Incentive Plan or any other peer executives of the Company and its Affiliated Companiessimilar plan, but shall not include any cash sign-on, relocation, retention or other special bonus or payments. ) in cash at least equal to the higher greater of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (iia) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive was has been employed for, and received pro-rated annual incentive compensation with respect to, by the Company for less than twelve full months) bonus (the full twelve months“Average Annual Bonus”) paid or that has been earned and accrued, and, if but unpaid to the Executive has not been employed for by the full duration Company and its affiliated companies in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, (b) the average shall be calculated over Annual Bonus paid for the duration fiscal year immediately preceding the Effective Date, or (c) the target bonus associated with the Company achieving its 100 percent target payout level as determined in accordance with the terms of the Executive's employment in Company’s bonus plans for senior executives for the fiscal year immediately preceding the Effective Date (the “Target Bonus”; the greater of clauses (a), (b) or (c) to be referred to as the “Highest Annual Bonus”); for the avoidance of doubt, the determination of bonus under clause (c) above shall not be reduced for the application of the Compensation Committee’s discretion to reduce such periodbonus or bonus funding, or increased to reflect additional amounts that may be paid or payable if the Company exceeds target. Each such Annual Bonus shall be paid no later than the end 15th day of the second third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects shall elect to defer the receipt of such Annual Bonus in accordance with a deferred compensation pursuant to any nonqualified plan of the Company Company. Notwithstanding anything herein to the contrary, any portion of Annual Base Salary or its Affiliated Companies that complies with Section 409A of Annual Bonus electively deferred by the Internal Revenue Code Executive pursuant to a qualified or a non-qualified plan including, but not limited to, the Hologic, Inc. Deferred Compensation Plan or any successor thereto (the “CodeDCP”). The foregoing provisions of this paragraph (b) shall be qualified included in determining the Annual Base Salary, Annual Bonus and the Average Annual Bonus. If the fiscal year of any successor to this Agreement, as described by Section 11(c) herein, is different than the Company’s fiscal year at the time of the Change of Control, then the Executive shall be paid (i) the Annual Bonus that would have been paid upon the end of Company’s fiscal year ending after the Change of Control, and (ii) a pro-rata Annual Bonus for any months of service performed following terms the end of the Company’s fiscal year, but prior to the first day of the successor’s fiscal year immediately following the Change of Control. The Annual Bonuses thereafter shall be based on the successor’s first full fiscal year beginning after the Change of Control and conditionssuccessive fiscal years thereafter. “Pro Rata Bonus” shall mean an amount equal to the Bonus Amount (average of the Annual Bonuses paid or that has been earned and accrued, but unpaid during the three full fiscal years ended prior to the Date of Termination) multiplied by a fraction the numerator of which is the number of months worked in the fiscal year through the Date of Termination and the denominator of which is 12. Any partial months shall be rounded to the nearest whole number using normal mathematical convention.

Annual Bonus. In addition to Annual Base Salary, upon For each calendar year that ends during the terms and subject to the conditions of this paragraph (b)Employment Period beginning with calendar year 2023, the Executive shall, for each fiscal year ending during the Employment Period, shall be entitled eligible to receive an annual cash bonus pursuant to the Company’s management incentive bonus plan or any successor plan that is in effect from time to time (any such bonus, the "Annual “Incentive Bonus") opportunity equal to ”). The Executive’s target Incentive Bonus amount for a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded to other peer executives particular calendar year of the Company shall equal one hundred and fifty percent (150%) of the Executive’s Base Salary for that calendar year (the “Target Bonus Amount”); provided that the Executive’s actual Incentive Bonus payout for a particular calendar year shall be determined by the Compensation Committee in its Affiliated Companiessole and unfettered discretion taking into account performance objectives (which may include corporate and individual objectives initially established with respect to a particular calendar year by the Compensation Committee in consultation with Executive and, but at least in connection with the Spinoff, converted or paid-out on the same basis as similar awards held by Spinco senior executives who participate in the Company’s management incentive bonus plan or its successor,) and may be more or less than the Target Bonus Amount. For the calendar year 2023, the Executive’s Target Bonus Amount shall be pro-rated (calculated as the Target Bonus Amount for the entire 2023 calendar year multiplied by a fraction the numerator of which is equal to the higher number of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or with respect to which days the Executive was employed for, as an employee in the 2023 calendar year and received pro-rated annual incentive compensation with respect to, less than the full twelve months, and, if the Executive has not been employed for the full duration denominator of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”365). The foregoing provisions Target Bonus Amount shall be reviewed for increase by the Compensation Committee no less frequently than annually during the customary annual review period for other senior executives and may be increased in the discretion of the Compensation Committee. Any such increase in the Target Bonus Amount shall constitute the “Target Bonus Amount” for purposes of this paragraph (b) Agreement. Notwithstanding the foregoing, for calendar year 2023, Executive’s Incentive Bonus payout shall be qualified no less than 100% of Executive’s Base Salary, provided that such 2023 Incentive Bonus payout shall be subject to proration, consistent with Section 7(e) if Executive is terminated by the following terms Company without Cause or if Executive terminates employment for Good Reason during 2023. Except as otherwise set forth herein, the Executive must be actively employed by the Company throughout the applicable bonus measurement period and conditionsshall not have given notice of termination (other than for Good Reason (as set forth below), or been given notice by the Company of the termination of this Agreement for Cause (as set forth below) where such breach giving rise to Cause or Good Reason is not cured, at any time during the applicable bonus measurement period to be eligible to receive the Incentive Bonus.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for each fiscal year ending during During the Employment Period, Employee shall be entitled eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the "Annual Bonus") opportunity “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to a 100% or such greater percentage as is determined by the Compensation Committee (the “Target Performance Bonus Percentage”) of his Annual Employee’s annual Base Salary. Such percentage shall be substantially consistent with Salary in effect on the targeted percentages generally awarded to other peer executives last day of the Company applicable calendar year; provided, however, that the Target Performance Bonus Percentage for a given year may be increased (but not decreased without the Employee’s written consent) by the Compensation Committee in its discretion. For each calendar year, the Compensation Committee will determine and its Affiliated Companies, but at least equal to the higher of establish in writing (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or applicable performance targets, (ii) the average percentage of his annual base salary (as in effect for the applicable years) that was paid annualized Base Salary payable to Employee if some lesser or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each greater percentage of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs target annual performance is achieved, and (or, if higher, for each iii) such other applicable terms and conditions of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required Bonus Plan necessary to be made under clause (ii) exempt from or to satisfy the requirements of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The foregoing provisions Except as otherwise provided in Section 6, any Performance Bonus that Employee becomes entitled to receive (as a result of this paragraph (bthe applicable performance targets ultimately being achieved) shall will be qualified by deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following terms and conditionspreparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 6.

Annual Bonus. In addition to Annual Base SalaryFor (A) the stub fiscal year beginning with the IPO Date and ending December 31, upon the terms and subject to the conditions of this paragraph 2010, (b), the Executive shall, for B) each fiscal year of the Company thereafter ending during the Employment PeriodPeriod and (C) the stub fiscal year of the Company during which the Employment Period expires pursuant to the terms hereof, the Executive shall be entitled eligible to receive an annual cash bonus (the "an “Annual Bonus"”) opportunity based upon performance targets that are established in good faith by the Committee, provided that, the Executive’s target Annual Bonus shall be equal to 200% of his Annual Base Salary (the “Target Bonus”) and the Executive’s threshold Annual Bonus (it being understood that such threshold amount will be paid upon achievement of a percentage specified level of performance during the applicable fiscal year of the Company and is not intended as a minimum bonus) shall be equal to 100% of his Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded to other peer executives The Parties acknowledge and agree that, for purposes of the Company and its Affiliated Companiesimmediately preceding sentence, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) the average percentage of his annual base salary (as in effect shall be equal to $750,000 without proration for the applicable years) initial fiscal year of the Employment Period, notwithstanding that was paid or payablesuch initial fiscal year may be less than a full fiscal year. Notwithstanding the preceding reference in this paragraph to an annual cash bonus, including by reason of any deferral, to the Executive by Parties agree that the Company may pay a portion of each Annual Bonus in the form of Company restricted stock or restricted stock units subject to vesting conditions and its Affiliated Companies as an annual bonus restrictive covenants that are no more restrictive (however described, including as annual incentive compensationor more extensive in time) for each than the restrictive covenants set forth in Sections 7(a)-(e) of this Agreement. Such equity portion of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be determined by the Committee, but (A) in the case of Annual Bonuses for the first three fiscal years of the Company ending during the Employment Period (including the stub fiscal period beginning with the IPO Date and ending December 31, 2010), shall not exceed the amount by which the applicable Annual Bonus exceeds the Target Bonus for such year, and in the case of Annual Bonuses for each fiscal year of the Company thereafter, shall not exceed 75% of the amount by which the applicable Annual Bonus exceeds $1,000,000, and (B) shall include a solely time-based vesting schedule which shall also provide for (1) vesting in full upon the Executive’s termination of employment by the Company without Cause or for Disability, by the Executive for Good Reason or as a result of the Executive’s death and (2) as determined by the Committee, either (x) immediate vesting or (y) continued vesting in accordance with the originally scheduled vesting terms of such awards, subject (with respect to clause (y)) to the Executive’s continued compliance through the applicable vesting date (except, for the avoidance of doubt, to the extent that the applicable compliance period earlier expires) with the provisions of Section 7(a)-(e) hereof (other than an immaterial breach of Sections 7(a) and 7(b)), if the Executive’s employment is terminated as a result of the Company’s previous delivery to the Executive of the written notice contemplated by Section 2 hereof (such termination, a “Company Nonrenewal”), in each case unless the Executive agrees otherwise. The cash portion of any earned Annual Bonus for a fiscal year shall be paid to the Executive no later than the end 15th day of the second third month of the fiscal year next following the close of such fiscal year, or the calendar year for which the Annual Bonus is awardedwhere applicable, unless the Executive otherwise elects shall elect to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan pursuant to an arrangement that meets the requirements of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The foregoing provisions of this paragraph (b) 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 shallshall be awarded, for each fiscal year ending of the Company during the Employment Period, be entitled to an annual cash bonus (the "“Annual Bonus"”) opportunity 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 in cash at least equal to the higher greater of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (iia) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive was has been employed for, and received pro-rated annual incentive compensation with respect to, by the Company or Cytyc for less than twelve full months) bonus (the full twelve months, and, if “Average Annual Bonus”) paid or payable to the Executive has not been employed for by the full duration Company and its affiliated companies or Cytyc, as applicable, in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, (b) the average shall be calculated over Annual Bonus paid for the duration fiscal year of the Executive's employment Company (if applicable, by Cytyc) immediately preceding the Effective Date, or (c) the maximum target bonus determined in such periodaccordance with the terms of the Company’s or Cytyc’s, as applicable, bonus plan for senior executives for the fiscal year immediately preceding the Effective Date (the “Target Bonus”). Each such Annual Bonus shall be paid no later than the end 15th day of the second third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded. In no event shall the calculation of the Annual Bonus, unless Average Annual Bonus and Special Bonus (as defined in Section 4(b)(iv)) include: any bonuses deferred by the Company, as applicable, or retention bonus or severance benefits provided under a Retention Agreement (as defined below) between the Executive otherwise elects and Company. Notwithstanding anything herein to defer the receipt contrary, any portion of such Annual Base Salary or Annual Bonus in accordance with electively deferred by the Executive pursuant to a deferred compensation qualified or a non-qualified plan of including, but not limited to, the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code Hologic, Inc. Supplemental Executive Retirement Plan (the “CodeSERP”). The foregoing provisions of this paragraph (b) shall be qualified included in determining the Annual Base Salary, Annual Bonus and the Average Annual Bonus. If the fiscal year of any successor to this Agreement, as described by Section 11(c) herein, is different than the Company’s fiscal year at the time of the Change of Control, then the Executive shall be paid (i) the Annual Bonus that would have been paid upon the end of Company’s fiscal year ending after the Change of Control, and (ii) a pro-rata Annual Bonus for any months of service performed following terms the end of the Company’s fiscal year, but prior to the first day of the successor’s fiscal year immediately following the Change of Control. The Annual Bonuses thereafter shall be based on the successor’s first full fiscal year beginning after the Change of Control and conditionssuccessive fiscal years thereafter.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shallshall be awarded, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity equal ; which shall include, without limitation, any other annual cash bonus plan or program provided to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with Executive such as the targeted percentages generally awarded to Short Term Incentive Plan or any other peer executives of the Company and its Affiliated Companiessimilar plan, but shall not include any cash sign-on, relocation, retention or other special bonus or payments. ) in cash at least equal to the higher greater of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (iia) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive was has been employed for, and received pro-rated annual incentive compensation with respect to, by the Company for less than twelve full months) bonus (the full twelve months"Average Annual Bonus") paid or that has been earned and accrued, and, if but unpaid to the Executive has not been employed for by the full duration Company and its affiliated companies in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, (b) the average shall be calculated over Annual Bonus paid for the duration fiscal year immediately preceding the Effective Date, or (c) the target bonus associated with the Company achieving its 100 percent target payout level as determined in accordance with the terms of the Executive's employment in Company’s bonus plans for senior executives for the fiscal year immediately preceding the Effective Date (the “Target Bonus”; the greater of clauses (a), (b) or (c) to be referred to as the “Highest Annual Bonus”); for the avoidance of doubt, the determination of bonus under clause (c) above shall not be reduced for the application of the Compensation Committee’s discretion to reduce such periodbonus or bonus funding, or increased to reflect additional amounts that may be paid or payable if the Company exceeds target. Each such Annual Bonus shall be paid no later than the end 15th day of the second third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects shall elect to defer the receipt of such Annual Bonus in accordance with a deferred compensation pursuant to any nonqualified plan of the Company Company. Notwithstanding anything herein to the contrary, any portion of Annual Base Salary or its Affiliated Companies that complies with Section 409A of Annual Bonus electively deferred by the Internal Revenue Code Executive pursuant to a qualified or a non-qualified plan including, but not limited to, the Hologic, Inc. Deferred Compensation Plan or any successor thereto (the “CodeDCP”). The foregoing provisions of this paragraph (b) shall be qualified included in determining the Annual Base Salary, Annual Bonus and the Average Annual Bonus. If the fiscal year of any successor to this Agreement, as described by Section 11(c) herein, is different than the following terms and conditions.Company’s fiscal year at the time of the Change of Control, then the Executive shall be paid (i) the Annual Bonus that would have been

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shallshall be awarded, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity equal pursuant to the Company's Executive Officer Bonus Plan or a percentage of his replacement therefor (the "Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded to other peer executives Plan") under one or more of the Company and its Affiliated Companies, but at least equal criteria prescribed in the plan as generally designed by a compensation expert mutually satisfactory to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to Board and the Executive and approved by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each Compensation Committee of the three fiscal years immediately preceding the fiscal year in Board of Directors, which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized pro rated in the case of a bonus for any fiscal year consisting of less than twelve full months or with respect to during which the Executive was employed for, and received pro-rated annual incentive compensation with respect to, for less than 12 months. The Executive shall have a target annual bonus of 100% of his Annual Base Salary (the full twelve months"Target Bonus") and an annual bonus opportunity of 200% of his Annual Base Salary (inclusive of the Target Bonus), andsubject in each case to attainment of the performance goals set forth in the Annual Plan. The Executive waives any right to receive a pro rated Target Award under Section 15 of the Executive Officer Bonus Plan upon a "change of control," as defined therein, so long as he shall be employed on the last day of the fiscal year and be entitled to an Annual Bonus at the levels specified herein on a non pro rated basis for the fiscal year of such "change of control" if the Executive has not been employed performance goals for the full duration of the three such fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such periodare achieved. Each such Annual Bonus shall be paid no later than the end of the second third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects shall elect to defer the receipt of such Annual Bonus Bonus. The parties acknowledge that the Annual Plan has been approved by the stockholders of the Company in accordance with a deferred compensation plan the requirements of the Company or its Affiliated Companies that complies with Section 409A 162(m) of the Internal Revenue Code of 1986, as amended (the “"Code”"). The foregoing provisions of this paragraph (b) shall be qualified by Board may award the following terms and conditionsExecutive bonuses other than pursuant to the Annual Plan in its discretion.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for For each fiscal year ending during the Employment PeriodTerm (beginning with the fiscal year ending May 31, be entitled to an annual cash bonus (2019), the "Annual Bonus") opportunity equal to a percentage of his Annual Base Salary. Such percentage Executive shall be substantially consistent with the targeted percentages generally awarded eligible to other peer executives of the Company and its Affiliated Companies, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as receive an annual bonus (however describedthe “Annual Bonus”) with a target amount equal to fifty percent (50%) of the Base Salary earned by the Executive for such fiscal year (the “Target Annual Bonus”). The actual amount of each Annual Bonus will be based upon the level of achievement of the Company’s corporate objectives and the Executive’s individual objectives, including in each case, as annual incentive compensationestablished by the Board or the Compensation Committee (taking into account the input of the Executive with respect to the establishment of the Executive’s individual objectives) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration such Annual Bonus relates. The determination of the three level of achievement of the corporate objectives and the Executive’s individual performance objectives for a year shall be made by the Board or the Compensation Committee, in its sole judgment and discretion. Each Annual Bonus for a fiscal years year, to the extent earned, will be paid in a lump sum no later than March 15 of the calendar year immediately preceding following the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such periodAnnual Bonus was earned. Each such Annual Bonus shall be paid no later than payable in cash or, in the end discretion of the second month of Board and/or the fiscal year next following the fiscal year for which Compensation Committee, fifty percent (50%) in cash and (50%) in unrestricted Shares under (and as defined in) the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code Company’s 2012 Equity Incentive Plan (the “Code2012 Plan”), or any successor equity compensation plan as may be in place from time to time (collectively with the 2012 Plan, the “Plan”), subject to the availability of shares under the Plan; provided that the Executive may elect to receive in such unrestricted Shares any portion of an Annual Bonus that would otherwise be payable in cash. The foregoing provisions of this paragraph (b) Annual Bonus shall not be qualified deemed earned until the date that it is paid. Accordingly, in order for the Executive to earn and receive an Annual Bonus, the Executive must be actively employed in good standing by the following terms and conditionsCompany at the time of such payment except as set forth in Section 4.1(c).

Annual Bonus. In addition For each full calendar year during the Employment Term the Executive shall be eligible to Annual Base Salary, upon the terms and subject receive an annual bonus pursuant to the conditions of this paragraph Company’s Performance-Linked Bonus Plan for Selected Executive Officers or a successor plan thereto (bthe “Bonus Plan”). For 2007, the Executive shallshall have the opportunity under the Bonus Plan to receive an annual bonus equal to: (i) 75% of Salary upon the attainment of the applicable performance goals established by the Compensation Committee as the target level: (ii) a maximum annual bonus of 225% of Salary upon the attainment of the applicable performance goals established by the Compensation Committee as the maximum level; (iii) 18.75% of Salary upon the attainment of the applicable performance goals established by the Compensation Committee as the threshold level; (iv) $0, for each fiscal year ending if the attainment of the applicable performance goals is at a level below that established by the Compensation Committee as the threshold level. For years during the Employment PeriodTerm after 2007, while the Compensation Committee shall have the discretion to change the structure and payment terms of the Executive’s awards under the Bonus Plan at threshold, target and maximum levels of performance, the Executive’s annual bonus opportunity for each calendar performance year, upon achieving target level performance for such year, shall not be entitled to an annual cash bonus (the "Annual Bonus") opportunity equal to a percentage less than 75% 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 higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) the average percentage of his annual base salary (as in effect for the applicable years) that was paid on July 1 of such year (or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies such earlier date as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation may be required to be made assure that the amount payable can qualify as other performance-based compensation under clause (iiSection 162(m) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)). The foregoing provisions amount of this paragraph (b) any bonus actually payable to the Executive under the Bonus Plan with respect to any given year shall be qualified determined by the following terms Compensation Committee based upon its assessment of the level at which the performance goals established for that year have been attained, with such adjustments to actual performance results as the Compensation Committee may deem appropriate to achieve the objectives of the Bonus Plan. Upon attainment of performance goals in any year between the threshold and conditionsthe target levels, or between the target and the maximum levels, established for such year by the Compensation Committee, the amount payable as an annual bonus shall be determined using mathematical interpolation between the percentages of Salary that would have been payable for such year at threshold and target, or target and maximum, as applicable.

Annual Bonus. In addition (i) Executive shall be eligible to participate in the Centrus Energy Corp. 2015 Performance Incentive Plan (or its successor) (“Annual Base Salary, upon the terms and subject to the conditions of this paragraph (bBonus Plan”), the Executive shall, for each fiscal year ending during the Employment Period, be entitled to with an annual cash target bonus (the "Annual Bonus") opportunity 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 higher 100% of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such “Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “CodeBonus”). The foregoing provisions actual amount of the Annual Bonus awarded to Executive will be based on attainment of certain individual and corporate performance goals and targets determined by the Compensation Committee, after consultation with Executive, and the Compensation Committee’s determination, in its sole discretion, whether and to what extent the applicable performance goals and targets have been achieved. The Annual Bonus may be more (up to 125% of Base Salary or such higher amount as the Compensation Committee may determine in the future) or less (as low as zero) than the target amount, as determined by the Compensation Committee in its sole discretion. The Annual Bonus will be paid at the same time annual bonuses are paid to other senior executives participating in the Annual Bonus Plan. (ii) Except for the 2015 performance year, no minimum incentive is guaranteed. For the 2015 performance year, Executive will be entitled to a guaranteed Annual Bonus in the amount of $625,000, which shall be paid in two installments. The first installment in the amount of $312,500 will be paid on the next payroll date after the Effective Date (“First Installment”) and, provided that Executive is employed on the payment date, the second installment in the amount of $312,500 (“Second Installment”) will be paid in calendar year 2016 when annual bonuses under the Annual Bonus Plan are (or would be, if approved by the Board’s Compensation Committee) paid to other senior executives, but no later than March 15, 2016. If Executive is not employed by the Company on the payment date, Executive shall repay the full amount of the First Installment promptly and in any event within 10 days following Executive’s termination of employment via personal or cashier’s check. (iii) Beginning as of the 2018 performance year, up to ten percent (10%) of the Annual Bonus awarded to Executive may be paid in fully vested shares of the Company’s Class A common stock (“Common Stock”) pursuant to the 2014 Equity Plan (as defined below), the applicable percentage to be determined by the Compensation Committee of the Company’s Board of Directors in its sole discretion, subject to the terms and condition of the 2014 Equity Plan, applicable securities laws, and the exception described below. The number of shares to be awarded shall be determined by multiplying the Base Salary as of the beginning of the applicable performance year by the percentage of the Annual Bonus being paid in shares to obtain the cash value of the equity award and dividing the aforementioned cash value of the equity award by the Fair Market Value (as defined in the 2014 Equity Plan) of the Company’s Common Stock on the date of issuance. The number of shares awarded will be rounded up or down to the nearest full share. Notwithstanding the preceding, in determining the applicable percentage the Compensation Committee shall not apply a percentage that would result in the issuance of more than 20,000 shares of Common Stock in any applicable performance year. Determinations by the Compensation Committee under this paragraph (bSection 1.7(a)(iii) shall be qualified by final, conclusive and binding upon all persons. The “2014 Equity Plan” shall mean and refer to that certain 2014 Equity Incentive Plan, as it may be amended from time to time (or a successor plan), as the following terms and conditionscase may be.”

Annual Bonus. In addition With respect to Annual Base Salary, upon each calendar year that ends during the terms and subject to the conditions of this paragraph (b)Term, the Executive shall, for each fiscal year ending during the Employment Period, shall be entitled eligible to receive an annual cash bonus (the "“Annual Bonus"”), prorated for the first calendar year of the Term, ranging from zero to two hundred percent (200%) opportunity equal to a percentage of his the 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 a target Annual Bonus equal to the higher of one hundred percent (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii100%) of the preceding sentenceAnnual Base Salary, an annual bonus which target Annual Bonus shall be annualized for any fiscal subject to review and upward, but not downward without Executive’s written consent, adjustment by the Compensation Committee in its sole discretion each year consisting of less than twelve full months or with respect to which (the Executive was employed for“Target Annual Bonus”), and received pro-rated based upon annual incentive compensation with respect to, less than performance targets (the full twelve months, and, if “Performance Targets”) established by the Executive has not been employed for the full duration Compensation Committee in its sole discretion. The amount of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average Annual Bonus shall be calculated over the duration based upon attainment of the Executive's employment Performance Targets, as determined by the Board (or any authorized committee of the Board) in such periodits sole discretion. Each such Annual Bonus shall be paid no later than payable on such date as is determined by the end Board, but in any event on or prior to March 15 of the second month of the fiscal calendar year next immediately following the fiscal calendar year for with respect to which the such Annual Bonus is awardedrelates. Notwithstanding the foregoing, no bonus shall be payable with respect to any calendar year unless the Executive otherwise elects to defer remains continuously employed with the receipt Company during the period beginning on the Effective Date and ending on December 31 of such year; provided that if the Executive’s employment is terminated pursuant to Section 4(a)(i), (ii), (iv), (v) or (vii), the Company shall pay to the Executive a prorated Annual Bonus with respect to the calendar year in accordance with which the Date of Termination occurs equal to the Target Annual Bonus for such calendar year multiplied by a deferred compensation plan fraction, the numerator of which is the number of calendar days during such calendar year that the Executive was continuously employed by the Company or its Affiliated Companies that complies with Section 409A and the denominator of the Internal Revenue Code which is 365 (the “CodeProrated Termination Bonus”). The foregoing provisions ; provided further that, in the case of this paragraph a termination pursuant to Section 4(a)(ii), (biv), (v) or (vii), no portion of the Prorated Termination Bonus shall be qualified by paid unless the following terms Executive timely executes the Release and conditionsdoes not revoke the Release within the time periods set forth in Section 5(b)(ii).

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shallshall be awarded, for each fiscal year ending of the Company during the Employment Period, be entitled to an annual cash bonus (the "“Annual Bonus"”) opportunity 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 in cash at least equal to the higher greater of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (iia) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive was has been employed for, and received pro-rated annual incentive compensation with respect to, by the Company or Cytyc for less than twelve full months) bonus (the full twelve months, and, if “Average Annual Bonus”) paid or payable to the Executive has not been employed for by the full duration Company and its affiliated companies or Cytyc, as applicable, in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, (b) the average shall be calculated over Annual Bonus paid for the duration fiscal year of the Executive's employment Company (if applicable, by Cytyc) immediately preceding the Effective Date, or (c) the maximum target bonus determined in such periodaccordance with the terms of the Company’s or Cytyc’s, as applicable, bonus plan for senior executives for the fiscal year immediately preceding the Effective Date (the “Target Bonus”). Each such Annual Bonus shall be paid no later than the end 15th day of the second third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded. In no event shall the calculation of the Annual Bonus, unless Average Annual Bonus and Special Bonus (as defined in Section 4(b)(iv)) include: any bonuses deferred by the Company , as applicable, or retention bonus or severance benefits provided under a Retention Agreement (as defined below) between the Executive otherwise elects and Company. Notwithstanding anything herein to defer the receipt contrary, any portion of such Annual Base Salary or Annual Bonus in accordance with electively deferred by the Executive pursuant to a deferred compensation qualified or a non-qualified plan of including, but not limited to, the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code Hologic, Inc. Supplemental Executive Retirement Plan (the “CodeSERP”). The foregoing provisions of this paragraph (b) shall be qualified included in determining the Annual Base Salary, Annual Bonus and the Average Annual Bonus. If the fiscal year of any successor to this Agreement, as described by Section 11(c) herein, is different than the Company’s fiscal year at the time of the Change of Control, then the Executive shall be paid (i) the Annual Bonus that would have been paid upon the end of Company’s fiscal year ending after the Change of Control, and (ii) a pro-rata Annual Bonus for any months of service performed following terms the end of the Company’s fiscal year, but prior to the first day of the successor’s fiscal year immediately following the Change of Control. The Annual Bonuses thereafter shall be based on the successor’s first full fiscal year beginning after the Change of Control and conditionssuccessive fiscal years thereafter.

Annual Bonus. In addition to the Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shallshall be awarded, for each fiscal year of the Company ending during the Employment Period, be entitled to an annual cash bonus (the "“Annual Bonus"”) opportunity in cash at least equal to a percentage the product of his (A) the Executive’s Annual Base SalarySalary and (B) the Executive’s average Bonus Percent (as defined below) for the three fiscal years (or such shorter period during which the Executive has been employed by the Company) immediately preceding the Effective Date (such average, the “Minimum Annual Bonus Percent”). Such percentage shall be substantially consistent Notwithstanding the foregoing and not in contravention of the foregoing, to the extent that, during the Employment Period, the committee administering the applicable annual incentive plan establishes specific Annual Bonus targets with respect to an applicable fiscal year of the targeted percentages generally awarded to other Company ending during the Employment Period for peer executives of the Company Company, the Annual Bonus target established by such committee for the Executive shall be no less favorable to the Executive than the annual bonus target established for such peer executives of the Company, and its Affiliated Companiesany performance criteria established with respect to the Executive’s Annual Bonus target shall be (and shall be evaluated on a basis that is) no less favorable to the Executive than the performance criteria (and the basis for evaluation) applicable to peer executives of the Company. For purposes of this Agreement, but at least the “Bonus Percent” shall mean, with respect to a particular fiscal year of the Company, the amount expressed as a percentage equal to (1) the Executive’s annual bonus (including any amounts deferred by the Executive and the cash value (measured in accordance with the immediately following sentence) of any portion of any annual bonus amounts paid in stock, restricted stock or other equity-based consideration and of any additional stock, restricted stock or other equity-based awards granted to the Executive with respect to the portion of such bonus amounts paid in stock, restricted stock or an equity-based award) earned under the Company’s annual incentive plans, or any comparable bonus under any predecessor or successor plan, during such fiscal year, divided by (2) the Executive’s annual base salary paid or payable to the Executive for such fiscal year. For purposes of the preceding sentences, shares of stock or other consideration will be valued without regard to any vesting, transfer or other restrictions applicable to such stock or other consideration, and the cash value of any stock-based portion of such annual bonus will be determined based on a per share value equal to the higher closing price of (i) the percentage obtained by dividing his targeted annual bonus for stock, as of the then current fiscal year by his then Annual Base Salary or (ii) date the average percentage of his annual base salary (shares were awarded, on the principal stock exchange on which the stock is traded, and, with respect to awards that are stock options, based on the grant date value determined based on the Company’s valuation methodology as in effect for on the applicable years) that was paid or payable, including by reason date of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such periodgrant. Each such Annual Bonus shall be paid no later than two and a half months after the end of the second month fiscal year of the fiscal year next following the fiscal year Company for which the Annual Bonus is awarded, unless the Executive otherwise elects shall elect to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan pursuant to an arrangement that meets the requirements of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditions.

Annual Bonus. In addition With respect to Annual Base Salarythe 2012 fiscal year and each full fiscal year during the Employment Term, upon commencing with the 2013 fiscal year, subject to Executive’s continued employment with Catalent through the end of each such fiscal year (except as otherwise provided in Section 7 or as provided for under the terms of Catalent’s Management Incentive Plan, as it may be amended from time to time (the “MIP”)), Executive shall be eligible to receive an annual cash bonus award (the “Annual Bonus”) under the MIP with a target amount equal to seventy-five percent (75%) of the annualized Base Salary received by Executive for such fiscal year (the “Target Bonus”), based upon and subject to the conditions achievement of this paragraph (b)annual performance targets established by the Board under the MIP. As the actual amount payable to Executive as an Annual Bonus will be dependent upon the achievement of performance goals established under the MIP, the Executive shallExecutive’s actual Annual Bonus may be less than, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity 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 greater than or equal to the higher Target Bonus. The Annual Bonus, if any, shall be paid to Executive in accordance with the terms and conditions of the MIP. Notwithstanding anything in this Agreement or the MIP to the contrary, Executive’s Annual Bonus, if any, under the MIP, earned in respect of the 2012 fiscal year, will be determined as follows: (i) the percentage obtained portion of Executive’s Annual Bonus, if any, that relates to his employment with Catalent from July 1, 2011 through the day immediately prior to the Effective Date will be calculated by dividing his targeted annual bonus for reference to the then current fiscal year base salary earned by his then Annual Base Salary or Executive during such period, and (ii) the average percentage portion of Executive’s Annual Bonus, if any, that relates to his annual base salary (as in effect for the applicable years) that was paid or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which employment with Catalent from the Effective Date occurs (or, if higher, for each through the last day of the three fiscal years immediately preceding the 2012 fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall will be calculated over by reference to the duration of the Executive's employment in Base Salary earned by Executive during such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditions.

Annual Bonus. In addition During the Term, Employee shall be eligible to Annual Base Salary, upon the terms and subject to the conditions of this paragraph receive an annual performance bonus payment (b), the Executive shall, a “Performance Bonus”) for each fiscal calendar year ending during the Employment Period, be entitled pursuant to an annual cash performance bonus program (the "Annual Bonus") opportunity “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% or such greater percentage as is determined by the Board (or a percentage designated committee thereof), (the “Target Performance Bonus Percentage”) of his Annual Employee’s annual Base Salary. Such percentage shall be substantially consistent with Salary in effect on the targeted percentages generally awarded to other peer executives last day of the Company applicable calendar year; provided, that the Target Performance Bonus Percentage for a given year may be increased (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and its Affiliated Companies, but at least equal to the higher of establish in writing (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or applicable performance targets, (ii) the average percentage of his annual base salary (as in effect for the applicable years) that was paid annualized Base Salary payable to Employee if some lesser or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each greater percentage of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs target annual performance is achieved, and (or, if higher, for each iii) such other applicable terms and conditions of the three fiscal years immediately preceding Bonus Plan necessary to satisfy the fiscal year in which a Change requirements of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The foregoing provisions Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of this paragraph (bthe applicable performance targets ultimately being achieved) shall will be qualified by deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following terms and conditionspreparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall(A) shall be awarded, for each the fiscal year ending during which the Change of Control occurred and the next following fiscal year during the Employment Period, be entitled to an annual cash bonus (the "“Annual Bonus"”) opportunity 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 in cash at least equal to the higher of average annualized (i) the percentage obtained by dividing his targeted annual bonus for the then current any fiscal year consisting of less than twelve full months or with respect to which the Executive has been employed by his then Annual Base Salary or (iithe Company for less than twelve full months) the average percentage of his annual base salary (as in effect for the applicable years) that was bonus paid or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each affiliated companies in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (orthe “Recent Average Bonus”), if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause and (iiB) of the preceding sentence, an annual bonus shall be annualized provided an opportunity to earn an Annual Bonus, for any fiscal year consisting beginning during the Employment Period after the end of the fiscal years covered by clause (A), with the following terms: (a) Target bonus payable for performance at a designated target level which shall be a percentage of Annual Base Salary not less than twelve full months or the percentage of Executive’s then annual base salary represented by Executive’s highest target bonus amount established prior to the Change of Control and 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occursChange of Control occurred or, if no annual bonus was established for that year, with respect to the average shall be calculated over the duration immediately preceding year (b) Bonus payable at amounts in excess of the Executive's employment target bonus for performance at designated levels in excess of the designated target level, consistent with the bonus program as in effect prior to the Change of Control (c) Minimum bonus payable for performance at a designated threshold level will equal 50% of target bonus, with bonus amounts payable interpolated for performance between threshold and target (d) No bonus will be payable for performance below the designated threshold level (e) The Board or its compensation committee shall determine the performance requirements, but such period. requirements must be reasonably related to the Company’s business plan, with the target performance level determined by the Board or its compensation committee to be reasonably likely to be attained (taking into account the business plan) and not more difficult to attain than the target level of performance applicable to annual bonus opportunities of other senior executives for that fiscal year, and the above-target performance requirements and threshold performance requirements being specified for the same type of performance and with levels that vary in difficulty of attainment from the level of target performance by customary increments based on the most favorable terms of the Company’s annual bonus program in effect in the three fiscal years beginning immediately before the Change of Control. (f) Each such Annual Bonus shall be paid no later than the end of the second third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects shall elect to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsBonus.

Annual Bonus. In addition to Annual Base Salary, upon At the terms and subject to the conditions end of this paragraph (b), the Executive shall, for each fiscal calendar year ending during the Employment Period, (i) beginning with calendar year 2018, Employee shall be eligible to receive an annual bonus in a target amount of $300,000, and (ii) beginning with calendar year 2022, the annual bonus target amount shall increase to $480,000 ( each, the “Target Bonus”), or such higher amount as determined in the sole discretion of the Chief Executive Officer. With regard to each such calendar year, at the sole election of the Chief Executive Officer, the Chief Executive Officer will propose to the Compensation Committee of the Board of Directors of the Company an executive incentive plan (“EIP”) that establishes the bases upon which bonus decisions for such Employee are to be made for that year. Such bases may include, without limitation, the achievement of performance criteria/goals relating to Employee, the various Job Duties of Employee, and/or the performance of the Company as a whole, as such criteria and goals are determined each year in good faith by the Chief Executive Officer. In the event that the Compensation Committee approves an EIP proposed by the Chief Executive Officer, such EIP shall be the basis upon which any bonus is awarded to Employee for that year. If the Compensation Committee does not approve an EIP for any given year, or the Chief Executive Officer elects not to propose one, the bases for awarding a bonus to Employee for that year shall be governed by the bonus provisions of this Agreement that were in effect immediately prior to January 1, 2016. Bonuses, if earned, will be paid within a reasonable time after the finance department closes out the relevant year, and all bonuses will be paid after sales adjustments and bad debt are taken into consideration. In the event that Employee is not a Cumulus employee at the end of any given year, Employee will not be eligible for an annual bonus related to Employee’s last year of employment. No pro rata bonuses are earned on services rendered during the quarter that Employee’s employment with the Company is terminated.” 5. Section 4.5 of the Agreement is deleted in its entirety and the following is inserted in lieu thereof: “Vacation. Beginning with calendar year 2022, Employee shall be entitled to an annual cash bonus four (4) weeks of paid vacation during each calendar year of Employee’s employment hereunder, which shall accrue monthly on a pro rata basis. At yearend, any accrued by unused vacation may be ne rolled into the new calendar year and will be forfeited, unless otherwise required by law.” 6. All capitalized terms used herein, unless given specific definitions in this Fourth Amendment shall have the definition ascribed to such terms in the Agreement. 7. This Fourth Amendment shall be effective as of July 1, 2021 (the "Annual Bonus") opportunity 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 higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the “Effective Date”). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occursExcept as expressly amended hereby, the average Agreement shall be calculated over the duration of the Executive's employment remain in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus full force and effect in accordance with a deferred compensation plan its terms. This Fourth Amendment may be executed in any number of counterparts, each of which when taken together shall constitute one and the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionssame original instrument.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for each For fiscal year ending years during the Employment PeriodExecutive's employment with the Company, be entitled to Executive shall participate in an annual cash bonus incentive compensation plan as adopted and approved by the board of directors of the Company (the "Board") from time to time, with applicable corporate and individual performance targets and a maximum award amount as determined by the Board in its discretion (the "Annual Cash Bonus") opportunity equal to a percentage ). The initial target amount of his the Annual Cash Bonus shall be 100% of Executive's Base Salary. Such percentage , but the actual Annual Cash Bonus amount shall be substantially consistent determined by the Chief Executive Officer of the Company, subject to approval of the Compensation Committee. In addition to any Annual Cash Bonus, Executive shall be entitled annually to receive an annual performance award (the "Outperformance Award") equal in amount to 15% of the net profits realized over a 12% return on invested capital from the real estate securities business (excluding the subordinated debt origination and investment business) with respect to fiscal years during which Executive was employed by the targeted percentages generally awarded Company, subject to other peer executives of the terms, conditions and calculations as personally agreed between the Executive and the Company and its Affiliated Companies, but at least equal as set forth in Addendum A to this Agreement. Subject to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) the average percentage of his annual base salary (as terms and conditions set forth in effect for the applicable years) that was paid or payableAddendum A, including by reason of any deferralthe obligation to make a plan termination payment, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of may terminate the Executive's entitlement to future Outperformance Awards and, in the event that such election is not made by the Company, payments of Outperformance Awards may extend beyond Executive's termination of employment and diminish in such period. Each such Annual Bonus shall amount over time as provided in Addendum A. The Outperformance Award may be paid in the form of cash, any equity award or a combination of cash and an equity award, in the discretion of the Board; provided, however, that no more than a number equal to 5% of the number of outstanding shares of Common Stock as of the beginning of the Company's fiscal year may be available for issuance pursuant to such Outperformance Awards during such fiscal year. Any Annual Cash Bonus and/or Outperformance Award payable to Executive will be paid at the time the Company normally pays such bonuses to its senior executives, but in no event later than 90 days following the end of the second month applicable fiscal year, and will be subject to the terms and conditions of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred applicable annual cash incentive compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsplan.

Annual Bonus. In addition to Annual Base SalaryFor fiscal year 2006, upon the Executive’s bonus, if any, shall be determined by the Board in its sole discretion in accordance with the Company bonus plan in which the Executive participates in effect on the date hereof and the terms and subject to of the conditions of this paragraph (b)Original Employment Agreement. Commencing with the 2007 fiscal year, the Executive shall, for will be eligible to receive a bonus with respect to 2007 and each later fiscal year ending during the Employment PeriodTerm computed in accordance with the provisions hereafter. If, be entitled with respect to an annual cash any such fiscal year, the Company achieves ‘‘Consolidated EBITDA’’ (as defined below) of at least the percentage set forth in the table below of its business plan for such fiscal year, such bonus (the "Annual Bonus") opportunity 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 higher of (i) the percentage obtained by dividing his targeted annual bonus for set forth in the then current fiscal year by his then Annual table below of Base Salary or (ii) 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 deferral, with respect to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in for which the Effective Date occurs bonus (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentencesuch bonus, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive ‘‘Annual Bonus’’) 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such earned: An Annual Bonus if earned in accordance with this Agreement shall be paid no later than the end fifteenth day of the second third month of the fiscal year next following the fiscal year for with respect to which such bonus was earned, provided that, except as otherwise specifically provided in this Agreement, as a condition precedent to any bonus entitlement the Executive must remain in employment with the Company at the time that the Annual Bonus is awardedpaid. Notwithstanding the foregoing, unless to the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies extent that complies with Section 409A 162(m) of the Internal Revenue Code of 1986, as amended (the “‘‘Code”’’). The foregoing provisions , may be applicable, such Annual Bonus shall be subject to, and contingent upon, such shareholder approval as is necessary to cause the Annual Bonus to qualify as ‘‘performance-based compensation’’ under Section 162(m) of the Code and the regulations promulgated thereunder as well as approval of this paragraph Section 3.2.1 by the Compensation Committee of Parent’s board of directors. For the purposes of this Agreement, ‘‘Consolidated EBITDA’’ means for any fiscal year of the Company, consolidated net income for such fiscal year plus, without duplication and to the extent reflected as a charge in the statement of such consolidated net income for such fiscal year, the sum of (i) income tax expense, (ii) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions (to the extent not already captured in interest expense), discounts and other fees and charges associated with indebtedness, (iii) depreciation and amortization expense (excluding amounts of prepaid incentives under customer contracts), (iv) any extraordinary non-cash expenses or losses, (v) any costs and expenses incurred in connection with the acquisition of the Company by Parent or an affiliate, (vi) any auditing, legal, reporting or administrative expenses incurred by the Company in complying with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or other reporting obligations required by securities laws applicable to publicly traded corporations (except to the extent such expenses are of a type historically charged to the business in the ordinary course), and (vii) all restructuring costs and minus (i) to the extent included in the statement of such consolidated net income for such period, the sum of (a) interest income, (b) shall any extraordinary or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such consolidated net income for such period, gains on the sales of assets outside of the ordinary course of business), and (c) income tax credits (to the extent not netted from income tax expense) and (ii) any cash payments made during such period in respect of items described in clause (iv) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of consolidated net income, all as determined on a consolidated basis, all of the foregoing to be qualified determined by the following terms Board or the Compensation Committee of Parent’s board of directors, as applicable, with a view to consistency with management projections disclosed as presented to Parent in the Confidential Management Presentation dated August 2005. For the purposes of determining compensation milestones for any fiscal year, Consolidated EBITDA will be adjusted by the Board or the Compensation Committee of Parent’s board of directors, as applicable, as appropriate for material acquisitions or dispositions of any business or assets of or by the Company or its subsidiaries for such fiscal year and conditionsthereafter.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, For each Transferred Employee who is eligible for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus under any annual cash performance and incentive plans sponsored by Seller (each, a “Seller Incentive Plan”) for the 2017 calendar year (the "Annual Bonus") opportunity equal “Bonus Year”), Seller shall calculate all accrued but unpaid Liabilities payable to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with such Transferred Employees under the targeted percentages generally awarded to other peer executives applicable Seller Incentive Plan as of the Company Transition Date (and, for the avoidance of doubt, pro-rated based on the relative portion of the applicable performance period that has elapsed through the Transition Date) (such amount, the “Transition Date Bonus Amount”) and its Affiliated Companiesprovide Purchaser a schedule of the Transition Date Bonus Amount and the amount payable to each such Transferred Employee (the “Transition Date Bonus Amount Schedule”). Within thirty (30) days following the Closing Date, but at least Seller shall make a cash payment to Purchaser in an amount equal to the higher Transition Date Bonus Amount (such date, the “Transition Date Bonus Amount Transfer Date”). Purchaser or its Affiliates shall be responsible for the payment of bonus amounts with respect to Transferred Employees for the Bonus Year and, (i) shall pay the percentage obtained by dividing his targeted annual bonus for Transition Date Bonus Amount to the then current fiscal year by his then Annual Base Salary or Transferred Employees in accordance with and in the amounts set forth on the Transition Date Bonus Amount Schedule and (ii) the average percentage of his annual base salary (as in effect for the avoidance of doubt, shall pay any such Transferred Employee who is otherwise entitled to a bonus under the applicable yearsPurchaser (or Purchaser Affiliate) that was paid or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as annual bonus plan an annual bonus (however described, including as annual incentive compensation) for each in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (orBonus Year, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 based on the full twelve months, and, if the Executive has not been employed for the full duration relative portion of the three fiscal years immediately preceding applicable performance period that has elapsed after the year in which the Effective Date occursTransition Date, the average shall be calculated over the duration provided such Transferred Employee remains eligible for such annual bonus on such terms as would apply to similarly situated employees of the Executive's Purchaser or its Affiliates. Purchaser or its Affiliates may pay the Transition Date Bonus Amounts to Transferred Employees when Purchaser or its Affiliates pay annual bonuses for 2017 to similarly situated employees in the normal course of business; provided, however, that if any Transferred Employee terminates employment in with Purchaser or its Affiliate prior to the date such period. Each such Annual Bonus shall annual bonuses would be paid no later than in the end normal course of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awardedbusiness, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company Purchaser or its Affiliated Companies that complies with Section 409A of Affiliate will pay such individual the Internal Revenue Code (bonus amount specified on the “Code”)Transition Date Bonus Amount Schedule in the individual’s final paycheck. The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditions[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Annual Bonus. In addition The Executive shall be eligible to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for earn a cash bonus payment each fiscal year ending under this Agreement the (“Annual Bonus Payment”). The Annual Bonus Payment shall be calculated based upon achievement of a target financial objective set by the Board’s Compensation Committee upon the Effective Date of this Agreement for the first fiscal year during which this Agreement is performable and thereafter within three months of the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity equal to a percentage beginning of his Annual Base Salaryeach fiscal year thereafter. Such percentage Annual Bonus Payment shall be substantially consistent with based upon the targeted percentages generally awarded target financial objective for the Company as compared to other peer executives EBITDA for the prior fiscal year. If the Board subsequently determines the financial statements of the Company and its Affiliated Companies, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to must be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized materially restated for any fiscal year consisting involved in the determination of less than twelve full months or with respect to which the Annual Bonus Payment, the Executive was employed for, and received pro-rated annual incentive compensation with respect to, less than may be required to repay any portion of the full twelve months, andAnnual Bonus Payment in excess of what Executive’s Annual Bonus Payment would be under the restated financial statements. Conversely, if Executive would be entitled to a larger Annual Bonus Payment under the restated financial statements, the Company shall pay to Executive the difference between what the Executive has not previously been employed paid and what the Executive would have earned under the restated financial statements. For purposes of the determination of the Annual Bonus Payment, EBITDA shall be defined as follows: The net income (loss) of the Company plus interest expense-net, income taxes, depreciation and amortization (including amortization of purchased receivables). The determination of EBITDA, for purposes of the Annual Bonus Payment, shall be made by the Board in accordance with generally accepted accounting principles in effect in the United States, applied on a consistent basis (“GAAP”). EBITDA shall be adjusted for the full duration following purposes: (A) to exclude net gains and losses on the disposal of assets and other non-operating income or expense items; (B) to exclude EBITDA generated from acquisitions of new businesses or companies during the year (an acquisition of a new office would not be deemed to be a material acquisition); (C) to exclude capitalized costs that would otherwise be expenses of the three fiscal years immediately preceding period; and (D) for other items in the year in which discretion of the Effective Date occursBoard, provided, however that as to Executive Officers, the average shall be calculated over the duration Board may not exercise discretion to increase EBITDA for purposes of the Executive's employment in such period. Each such Annual Bonus shall Payment. The Annual Bonus Payment, if earned, will be paid in cash no later than 30 days after the end completion of the second month annual audit of the fiscal year next following the fiscal year for which the Annual Bonus is awardedCompany’s consolidated financial statements, unless the Executive otherwise elects shall elect to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan Payment pursuant to an arrangement which meets the requirements of Section 409A. In any event, for purposes of Section 409A, the Annual Bonus Payment will not be considered earned by the Executive until the completion of the Company or its Affiliated Companies that complies with Section 409A annual audit of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsCompany’s consolidated financial statements.

Annual Bonus. In addition At the end of calendar year 2016, Employee shall be eligible to Annual Base Salaryreceive an annual bonus in a target amount of $160,000, upon and at the terms and subject end of calendar year 2017, a target amount of $170,000, or such higher amounts as determined in the sole discretion of the Chief Executive Officer. With regard to each such calendar year, at the sole election of the Chief Executive Officer, the Chief Executive Officer will propose to the conditions Compensation Committee of this paragraph (b), the Executive shall, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity equal to a percentage Board of his Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded to other peer executives Directors of the Company an executive incentive plan (“EIP”) that establishes the bases upon which bonus decisions for such Executive are to made for that year. Such bases may include, without limitation, the achievement of performance criteria/goals relating to Employee, the various Job Duties of Employee, and/or the performance of the Company as a whole, as such criteria and its Affiliated Companiesgoals are determined each year in good faith by the Chief Executive Officer. In the event that the Compensation Committee approves an EIP proposed by the Chief Executive Officer, but such EIP shall be the basis upon which any bonus is awarded to Employee for that year. If the Compensation Committee does not approve an EIP for any given year, or the Chief Executive Officer elects not to propose one, the bases for awarding a bonus to Employee for that year shall be governed by the bonus provisions of this Agreement that were in effect immediately prior to January 1, 2016. Bonuses, if earned, will be paid within a reasonable time after the finance department closes out the relevant year, and all bonuses will be paid after sales adjustments and bad debt are taken into consideration. In the event that Employee is not a Cumulus employee at least equal to the higher end of (i) the percentage obtained by dividing his targeted any given year, Employee will not be eligible for an annual bonus related to Employee’s last year of employment. To be eligible for the then current fiscal year by his then Annual Base Salary or (ii) the average percentage of his an annual base salary (as in effect for the applicable years) that was paid or payablebonus, including by reason of any deferral, to the Executive Employee must be employed by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment annual period, as no pro rata bonuses are earned or paid.” 2. All capitalized terms used herein, unless given specific definitions in this First Amendment shall have the definition ascribed to such periodterms in the Agreement. 3. Each such Annual Bonus This First Amendment shall be paid no later than effective as of January 1, 2016 (the end of “Effective Date”). Except as expressly amended hereby, the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus Agreement shall remain in full force and effect in accordance with a deferred compensation plan its terms. This First Amendment may be executed in any number of counterparts, each of which when taken together shall constitute one and the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionssame original instrument.

Annual Bonus. In addition During the Term, Employee shall be eligible to Annual Base Salary, upon the terms and subject to the conditions of this paragraph receive an annual performance bonus payment (b), the Executive shall, a “Performance Bonus”) for each fiscal calendar year ending during the Employment Period, be entitled pursuant to an annual cash performance bonus program (the "Annual Bonus") opportunity “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to a 120% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of his Annual Employee’s annual Base SalarySalary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 120% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. Such percentage shall be substantially consistent with For each calendar year, the targeted percentages generally awarded to other peer executives of the Company Board (or a designated committee thereof) will determine and its Affiliated Companies, but at least equal to the higher of establish in writing (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or applicable performance targets, (ii) the average percentage of his annual base salary (as in effect for the applicable years) that was paid annualized Base Salary payable to Employee if some lesser or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each greater percentage of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs target annual performance is achieved, and (or, if higher, for each iii) such other applicable terms and conditions of the three fiscal years immediately preceding Bonus Plan necessary to satisfy the fiscal year in which a Change requirements of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The foregoing provisions Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of this paragraph (bthe applicable performance targets ultimately being achieved) shall will be qualified by deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following terms and conditionspreparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. In addition to Annual Base Salary, upon At the terms and subject to the conditions end of this paragraph (b), the Executive shall, for each fiscal calendar year ending during the Employment Period, beginning with calendar year 2018, Employee shall be entitled eligible to receive an annual cash bonus in a target amount of $300,000 (“Target Bonus”), or such higher amount as determined in the "Annual Bonus") opportunity equal sole discretion of the Chief Executive Officer. With regard to a percentage each such calendar year, at the sole election of his Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded Chief Executive Officer, the Chief Executive Officer will propose to other peer executives the Compensation Committee of the Board of Directors of the Company an executive incentive plan (“EIP”) that establishes the bases upon which bonus decisions for such Employee are to made for that year. Such bases may include, without limitation, the achievement of performance criteria/goals relating to Employee, the various Job Duties of Employee, and/or the performance of the Company as a whole, as such criteria and its Affiliated Companiesgoals are determined each year in good faith by the Chief Executive Officer. In the event that the Compensation Committee approves an EIP proposed by the Chief Executive Officer, but at least equal such EIP shall be the basis upon which any bonus is awarded to Employee for that year. If the higher Compensation Committee does not approve an EIP for any given year, or the Chief Executive Officer elects not to propose one, the bases for awarding a bonus to Employee for that year shall be governed by the bonus provisions of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) the average percentage of his annual base salary (as this Agreement that were in effect for immediately prior to January 1, 2016. Bonuses, if earned, will be paid within a reasonable time after the applicable years) finance department closes out the relevant year, and all bonuses will be paid after sales adjustments and bad debt are taken into consideration. In the event that was paid or payable, including by reason Employee is not a Cumulus employee at the end of any deferralgiven year, to the Executive by the Company and its Affiliated Companies as Employee will not be eligible for an annual bonus (however described, including as annual incentive compensation) for each related to Employee’s last year of employment. No pro rata bonuses are earned on services rendered during the quarter that Employee’s employment with the Company is terminated.” 6. Section 4.3 of the three fiscal years immediately preceding Agreement is deleted in its entirety and the fiscal year following is inserted in lieu thereof: “Equity Awards. Employee shall be eligible to receive an annual award of stock options or restricted shares, which award is and shall be at all times subject to the Effective Date occurs (or, if higher, for each approval and grant by the Company’s Chief Executive Officer and Compensation Committee at their sole discretion. Employee and such awards shall be subject to the terms and conditions of the three fiscal years immediately preceding applicable equity plans and programs, including, without limitation, the fiscal year in which a Change of Control occurs, if a Change of Control occurs following Company’s right to amend or terminate the Effective Date)plans at any time and without advance notice to the participants.” 7. For the purposes of any calculation required to be made under clause (ii) Section 4.4 of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive was employed for, Agreement is deleted in its entirety and received pro-rated annual incentive compensation with respect to, less than the full twelve months, and, if the Executive has not been employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditions.is inserted in lieu thereof:

Annual Bonus. In addition During the Term, Employee shall be eligible to Annual Base Salary, upon the terms and subject to the conditions of this paragraph receive an annual performance bonus payment (b), the Executive shall, a “Performance Bonus”) for each fiscal calendar year ending during the Employment Period, be entitled pursuant to an annual cash performance bonus program (the "Annual Bonus") opportunity “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to a 80% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of his Annual Employee’s annual Base SalarySalary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 80% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. Such percentage shall be substantially consistent with For each calendar year, the targeted percentages generally awarded to other peer executives of the Company Board (or a designated committee thereof) will determine and its Affiliated Companies, but at least equal to the higher of establish in writing (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or applicable performance targets, (ii) the average percentage of his annual base salary (as in effect for the applicable years) that was paid annualized Base Salary payable to Employee if some lesser or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each greater percentage of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs target annual performance is achieved, and (or, if higher, for each iii) such other applicable terms and conditions of the three fiscal years immediately preceding Bonus Plan necessary to satisfy the fiscal year in which a Change requirements of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The foregoing provisions Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of this paragraph (bthe applicable performance targets ultimately being achieved) shall will be qualified by deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following terms and conditionspreparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. In addition With respect to Annual Base Salaryeach fiscal year of the Company ending during the Term (as of the Effective Date, upon a “fiscal year” is the terms period commencing on the first Monday after the last Friday of August and ending on the last Friday of August) and subject to the conditions achievement of this paragraph (b), the applicable performance goals of the Executive shalland the Company and/or members of the Company Group, for each fiscal year ending during the Employment Period, Executive shall be entitled to participate in the Company’s annual bonus program pursuant to which Executive shall be eligible to earn an annual cash bonus with a target amount equal to 75% of the Base Salary (the "“Annual Bonus") opportunity equal to a percentage ”). To reflect that Executive was not employed by the Company for all of his fiscal year 2012, the Annual Base Salary. Such percentage Bonus for such year, if any, shall be substantially consistent with the targeted percentages generally awarded to other peer executives of the Company and its Affiliated Companies, but at least pro-rated in an amount equal to the higher product of (ix) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) the average percentage of his annual base salary (as in effect for the applicable years) that Bonus Executive would have earned if he was paid or payable, including by reason of any deferral, to the Executive employed by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each all of the three fiscal years immediately preceding the fiscal year in 2012, multiplied by (y) a fraction, the numerator of which is the Effective Date occurs (or, if higher, for each number of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the days Executive was employed for, by the Company during fiscal year 2012 and received pro-rated annual incentive compensation with respect to, less than the full twelve months, and, if the Executive has not been employed denominator of which is 365. The applicable performance goals for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than determined by the end Board (or the compensation committee thereof), and shall be communicated to Executive within the first 90 days of the second applicable fiscal year. The Annual Bonus, if any, earned for a fiscal year shall be paid to Executive on the date selected by the Company and/or the Board, which date shall fall within the two and one-half (2 1⁄2) month period beginning on the first day of the fiscal year next following the fiscal year for to which the Annual Bonus is awardedrelates. The Company and/or the Board shall have the right, unless but not the Executive otherwise elects obligation, at its sole discretion, (i) to defer change from time-to-time the receipt payment periods of such the Annual Bonus in accordance to be semi-annual, quarterly or otherwise, with a deferred compensation plan of appropriate holdbacks to year-end within the Company or its Affiliated Companies that complies with Section 409A of pre-year-end periods and/or (ii) to change from time-to-time the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsCompany’s fiscal year.

Annual Bonus. In addition The Company shall establish, and Employee shall be eligible to Annual Base Salaryparticipate in, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for each fiscal year ending during the Employment Period, be entitled to an annual cash performance bonus (the "Annual Bonus") opportunity equal to a percentage of his Annual Base Salary. Such percentage shall plan under which Employee will 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 higher of (i) the percentage obtained by dividing his targeted eligible for an annual bonus for the then current fiscal each complete calendar year by his then Annual Base Salary or (ii) 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 deferral, to the Executive Employee is employed by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code hereunder (the “CodeAnnual Bonus”). The foregoing provisions of this paragraph (b) performance targets that must be achieved in order to be eligible for certain bonus levels shall be qualified established by the Board (or a committee thereof) annually, in its sole discretion, and communicated to Employee within the first ninety (90) days of the applicable calendar year (the “Bonus Year”). Employee’s target annual bonus will be at least 75% of Employee’s Base Salary, but the actual amount of the Annual Bonus will be determined in the discretion of the Board (or a committee thereof) depending on performance. Each Annual Bonus, if any, shall be paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than March 15 following terms and conditionsthe end of such Bonus Year. Notwithstanding anything in this Section 3(b) to the contrary, no Annual Bonus, if any, nor any portion thereof, shall be payable for any Bonus Year unless Employee remains continuously employed by the Company from the Effective Date through the date on which such Annual Bonus is paid; provided, however, that if Employee ceases to be employed by the Company (i) due to Employee’s resignation from employment for Good Reason, (ii) as a result of the death or Disability of Employee or (iii) as a result of the termination of Employee by the Company without Cause, in each case, after the end of a Bonus Year but prior to the date on which any applicable Annual Bonus for such Bonus Year is paid, Employee shall be entitled to the full amount of any Annual Bonus.

Annual Bonus. In addition to Annual Base SalaryDuring the Term, upon commencing with 2022, in lieu of Executive’s participation in the terms and subject to Company’s annual cash incentive bonus plan (the conditions of this paragraph (b“Incentive Plan”), the Executive shall, for each fiscal year ending during the Employment Period, shall be entitled eligible to receive an annual cash bonus award of performance-vesting restricted stock units with respect to Parent’s Class A common stock (the "Annual Bonus") opportunity equal to a percentage of his Annual Base Salary“PRSUs”). Such percentage PRSU’s shall be substantially consistent with the targeted percentages generally awarded to other peer executives granted under Parent’s 2020 Omnibus Incentive Plan as of the Company 15th day of a calendar month next occurring following the Committee’s approval of the terms of the Incentive Plan for such year, and its Affiliated Companiesshall be on substantially the following terms, but at least equal to together with such other terms as may be approved by the higher of Committee: (i) The number of PRSUs to be granted to Executive each year shall be calculated by (A) multiplying Executive’s Target Bonus (as defined below) by the percentage obtained maximum payout approved by the Committee for such year under the Incentive Plan, and (B) dividing his targeted annual bonus for the then current fiscal year resulting amount by his then Annual Base Salary or the Average Share Price (as defined below). (ii) The vesting provisions of the average percentage PRSU shall reflect performance measures, weightings and targets that are substantially equivalent to those approved by the Committee for such year under the Incentive Plan, and the achievement of his such performance targets shall be determined by the Committee in the same manner as with the Incentive Plan for such year. (iii) The number of PRSUs that shall vest shall be determined by dividing the dollar value determined to have been earned under such vesting terms by the Average Share Price, and any PRSUs not determined to have been so vested shall be forfeited. Such vested PRSUs shall be settled within sixty (60) days following such vesting determination by delivery of an equivalent number of shares of Parent’s Class A common stock. In the event the number of PRSUs to be vested pursuant to such calculation is greater than the number of PRSUs granted, the Company shall grant an additional number of vested RSUs to Executive equal to such shortfall. (iv) As used herein, “Target Bonus” shall mean the annual base salary (as in effect target bonus opportunity approved by the Committee for the applicable yearsExecutive for such year, and the “Average Share Price” shall mean the weighted-average closing price of Parent’s Class A common stock for the three-month period ended on the Friday preceding (A) that was paid or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each date of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each Committee’s approval of the three fiscal years immediately preceding Incentive Plan terms (for the fiscal year in which a Change calculation of Control occurs, if a Change the number of Control occurs following the Effective Date). For the purposes of any calculation required PRSUs to be made under clause granted), or (iiB) the date of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting Committee’s determination 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 achievement under the full twelve months, and, if the Executive has not been employed Incentive Plan for the full duration preceding year (for the calculation of the three fiscal years immediately preceding the year in which the Effective Date occursshares to be vested), the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Codeas applicable.”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditions.

Annual Bonus. (i) In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shallshall be eligible to earn, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity 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 higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensationthe “Annual Bonus”) in cash based upon the Company achieving one or more performance goals and targets set in good faith by the Board of Directors after reasonable consultation with the Chief Executive Officer. The target amount for the Annual Bonus for each fiscal year (the “Target Amount”) shall be 40% of the three fiscal years immediately preceding Executive’s Annual Base Salary, subject to the achievement of the performance goals and targets for such year. The Annual Bonus payable to the Executive for a fiscal year may be greater than the Target Amount based upon performance in excess of the target or targets set by the Board of Directors for that year, and may be as low as 0% of the Target Amount in the case of performance below the target or targets for that year. The Annual Bonus paid to the Executive shall be determined in accordance with criteria set by the Board of Directors after reasonable consultation with the Chief Executive Officer. Each fiscal year during the Employment Period, the Company will establish an annual bonus plan in which the Effective Date occurs Executive will participate (or, if higher, the “Annual Plan”) and that will provide the Executive with a bonus opportunity not less than that described above in this Subsection (b). The Annual Bonus for each of the three fiscal years immediately preceding the a given fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless . (ii) The amount of the Annual Bonus for any partial fiscal year that ends during the Employment Period shall be prorated by multiplying the amount of the Annual Bonus that would be paid to the Executive otherwise elects to defer for the receipt full fiscal year by a fraction, the numerator of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) which shall be qualified by the following terms number of days in such fiscal year occurring during the Employment Period, and conditionsthe denominator of which shall be 365.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shallshall be awarded, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "“Annual Bonus"”) opportunity 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 in cash at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (iix) the average percentage of his annual base salary (as in effect for the applicable years) that was three highest bonuses paid or payable, including by reason of any deferralbonus or portion thereof which has been earned but deferred, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each affiliated companies in respect of the three five fiscal years (or such shorter period during which the Executive has been employed by the Company) immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized for any fiscal year during such period consisting of less than twelve full months or with respect to which the Executive was has been employed for, and received pro-rated annual incentive compensation with respect to, by the Company for less than twelve full months) and (y) the full twelve monthsbonus paid or payable (annualized as described above), andincluding any bonus or portion thereof which has been earned but deferred, if to the Executive has not been employed for by the full duration Company and its affiliated companies in respect of the three most recently completed fiscal years immediately preceding the year in which prior to the Effective Date occurs, (such higher amount being referred to as the average shall be calculated over the duration of the Executive's employment in such period“Recent Annual Bonus”). Each such Annual Bonus shall be paid no later than the end of the second third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, (but in any event no later than March 15th following the fiscal year for which the Annual Bonus is awarded) unless the Executive otherwise elects shall elect to defer the receipt of such Annual Bonus in accordance with a pursuant to the provisions of any otherwise applicable deferred compensation plan of or arrangement. In the Company or its Affiliated Companies event that complies with Section 409A of (a) despite the Internal Revenue Code (the “Code”). The foregoing provisions requirement of this paragraph subparagraph (ii), the Annual Bonus for any fiscal year during the Employment Period is less than the Recent Annual Bonus (as a result of either a reduction in the targeted bonus amounts, or a failure to meet performance goals), or (b) the Executive’s services are terminated during any fiscal year, the amount and timing of the cash bonus for such fiscal year (payable under Section 9 of the Company’s Incentive Compensation Plan) shall not be qualified affected by the following terms and conditionsany payments made under Section 6 below.

Annual Bonus. In addition The Board shall establish, and Executive shall be eligible to Annual Base Salaryparticipate in, upon the terms and subject an annual performance bonus plan pursuant to the conditions of this paragraph (b), the which Executive shall, will be eligible to receive a discretionary annual bonus for each fiscal complete calendar year ending during the Employment PeriodPeriod based upon, be entitled among other things, Company performance and Executive’s work performance and contributions to an annual cash bonus the Company (the "“Annual Bonus") opportunity equal ”). The performance targets that must be achieved by the Executive in order to a percentage of his Annual Base Salary. Such percentage be eligible for certain bonus levels shall be substantially consistent with established by the targeted percentages generally awarded Board (or a committee thereof) annually, in its sole discretion, and communicated to other peer executives Executive within the first ninety (90) days of the Company and its Affiliated Companies, but at least equal to applicable calendar year (the higher of (i) the percentage obtained by dividing his targeted “Bonus Year”). Executive’s target annual bonus for the then current fiscal year by his then Annual will be 100% of Executive’s Actual Base Salary or (ii) the average percentage of his annual base salary (as in effect for the applicable yearsBonus Year, but the actual amount of the Annual Bonus will be determined in the discretion of the Board (or a committee thereof) that was depending on both Company and Executive performance. Each Annual Bonus, if any, shall be paid as soon as administratively feasible after the Board (or payablea committee thereof) certifies whether the requisite performance targets for the applicable Bonus Year have been achieved, including by reason but in no event later than March 15 following the end of any deferral, such Bonus Year. Notwithstanding anything in this Section 2.2 to the contrary, no Annual Bonus, if any, nor any portion thereof, shall be earned and payable for any Bonus Year unless Executive remains continuously employed by the Company from the Effective Date through the date on which such Annual Bonus is paid; provided, however, that if Executive ceases to be employed by the Company (a) due to Executive’s resignation from employment for Good Reason, (b) as a result of the death or Disability of Executive or (c) as a result of the termination of Executive by the Company and its Affiliated Companies as an annual bonus (however describedwithout Cause, including as annual incentive compensation) for in each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (orcase, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than after the end of a Bonus Year but prior to the second month of the fiscal year next following the fiscal year for date on which the any applicable Annual Bonus for such Bonus Year is awardedpaid, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by entitled to the following terms and conditionsfull amount of any Annual Bonus.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for For each fiscal year ending during the Employment Period, the Executive shall be entitled to an annual cash bonus eligible for potential awards of additional compensation (the "“Annual Bonus"”) opportunity equal to a percentage be based upon the achievement 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 higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary one or (ii) 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 deferral, to the Executive more performance goals established by the Company and its Affiliated Companies as an annual bonus Board or a committee thereof (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date“Performance Targets”). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such The Annual Bonus shall be prorated for any partial fiscal years occurring within the Employment Period. The Executive’s target Annual Bonus opportunity for each fiscal year that ends during the Employment Period shall be equal to 60% of Base Salary (the “Target Annual Bonus Opportunity”), with the actual Annual Bonus, if any, to be based on the Company’s actual performance relative to the Performance Targets. The Annual Bonus, if any, shall be paid no later than the end of the second month within 90 days of the fiscal year next end, assuming the delivery of the relevant financial statements in a timely manner, but in no event later than March 15th of the year following the end of the fiscal year for which the Annual Bonus Bonus, if any, is awardedearned; provided, unless that, except as set forth in Section 3, the Executive otherwise elects must continue to defer be employed by the receipt Company through the end of such the applicable fiscal year. At the discretion of the Board or a committee thereof, the Annual Bonus may be paid in accordance with a deferred compensation plan the form of cash or equity securities, which equity securities may be subject to vesting restrictions provided that (a) any such vesting period may not exceed the 15-month period following the end of the Company or its Affiliated Companies that complies with Section 409A of fiscal year to which the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph Annual Bonus relates and (b) the value of the equity securities awarded to the Executive in lieu of the Annual Bonus shall be qualified by include a bonus premium equal to no less than 20% of the following terms and conditionsAnnual Bonus.

Annual Bonus. In addition With respect to Annual Base Salaryeach Fiscal Year that ends during the Term, upon the terms and subject to the conditions of this paragraph (b)commencing with Fiscal Year 2012, the Executive shall, for each fiscal year ending during the Employment Period, shall be entitled eligible to receive an annual cash bonus (the "“Annual Bonus"”) opportunity equal based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”), established by the Board. The amount of the Annual Bonus shall be based upon the Company’s attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board). Notwithstanding anything herein to a percentage the contrary, with respect to each subsequent Fiscal Year that ends during the Term, commencing with Fiscal Year 2012, the sum of his the Annual Base Salary and the target Annual Bonus (the “Target Total Compensation”) for any such Fiscal Year shall be no less than the Target Total Compensation for the immediately preceding Fiscal Year. See Exhibit A for actual historical Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded to other peer executives of the Company , target Annual Bonus and its Affiliated Companies, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such periodTarget Total Compensation. Each such Annual Bonus shall be paid no later than payable within thirty (30) days following the end completion of the second month audited financials for the Fiscal Year to which such Annual Bonus relates, but in any event within the period required by Section 409A, such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-l(b)(4) of the fiscal year next following Department of Treasury Regulations. Notwithstanding the fiscal year for which foregoing, except as set forth in Article V, no bonus shall be payable with respect to any Fiscal Year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending on the last day of such Fiscal Year. To the extent that the Company becomes subject to Section 162(m) of the Code (and all applicable post-initial public offering transition periods have expired with respect to applicable Company plans), the Annual Bonus is awarded, unless for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the Executive otherwise elects to defer stockholders of the receipt of such Annual Bonus Company in accordance with a deferred compensation plan the provisions for such approval under Section 162(m) of the Company Code and the regulations promulgated thereunder, and on the basis of the Executive’s or the Company’s attainment of objective financial or other operating criteria established by the Compensation Committee in its Affiliated Companies that complies sole good faith discretion and in accordance with Section 409A 162(m) of the Internal Revenue Code (and the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsregulations promulgated thereunder.

Annual Bonus. In addition to Annual the Base Salary, upon Employee shall be eligible to receive a discretionary annual performance bonus (the “Annual Bonus”) based on Employer’s financial performance between January 1st and December 31st of each year (the “Bonus Year”), under the following terms and subject to conditions: (i) If the conditions Compensation Committee determines that Employer’s performance met the threshold of this paragraph the standards and measures (b)the “Threshhold Measures”) approved by the Compensation Committee for the Bonus Year, the Executive shall, for each fiscal year ending during the Employment Period, Employee will be entitled to an annual cash bonus Annual Bonus in an amount equal to ten percent (10%) of the Base Salary; (ii) If the Compensation Committee determines that Employer’s performance met the target of the standards and measures (the "“Target Measures”) approved by the Compensation Committee for the Bonus Year, Employee will be entitled to an Annual Bonus") opportunity Bonus in an amount equal to a percentage twenty percent (20%) of his the Base Salary; and (iii) If the Compensation Committee determines that Employer’s performance was exceptional as compared to the standards and measures (the “Exceptional Measures”) approved by the Compensation Committee for the Bonus Year, Employee will be entitled to an Annual Bonus in an amount equal to fifty percent (50%) of the Base Salary. Such percentage The Threshold Measures, Target Measures & Exceptional Measures shall be substantially consistent with the targeted percentages generally awarded to other peer executives of the Company determined and its Affiliated Companies, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive agreed upon by the Company and its Affiliated Companies as an annual bonus parties within thirty (however described, including as annual incentive compensation30) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following days from the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such The Annual Bonus shall be paid no later than to Employee within thirty (30) days following the end close of the second month Bonus Year, in accordance with Employer’s usual payroll practices. The Annual Bonus for the first Bonus Year, if any, will be paid on a pro-rata basis according to the start date of Employee. The Compensation Committee may, in its sole discretion, award an Annual Bonus that exceeds the fiscal year next following amounts listed in subsections (i) - (iii) above. Employee must be employed by Employer at the fiscal year for which time that the Annual Bonus is awardedpaid in order to be eligible for, unless the Executive otherwise elects and to defer the receipt of be deemed as having earned, such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsBonus.

Annual Bonus. In addition to Annual Base Salary, upon At the terms and subject to the conditions end of this paragraph (b), the Executive shall, for each fiscal calendar year ending during the Employment Period, (i) beginning with calendar year 2018, Employee shall be entitled eligible to receive an annual cash bonus in a target amount of $300,000, and (ii) beginning with calendar year 2022, the "Annual annual bonus target amount shall increase to $480,000 (each a “Target Bonus") opportunity equal ”), or such higher amount as determined in the sole discretion of the Chief Executive Officer. With regard to a percentage each such calendar year, at the sole election of his Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded Chief Executive Officer, the Chief Executive Officer will propose to other peer executives the Compensation Committee of the Board of Directors of the Company an executive incentive plan (“EIP”) that establishes the bases upon which bonus decisions for such Employee are to be made for that year. Such bases may include, without limitation, the achievement of performance criteria/goals relating to Employee, the various Job Duties of Employee, and/or the performance of the Company as a whole, as such criteria and its Affiliated Companiesgoals are determined each year in good faith by the Chief Executive Officer. In the event that the Compensation Committee approves an EIP proposed by the Chief Executive Officer, but at least equal such EIP shall be the basis upon which any bonus is awarded to Employee for that year. If the higher Compensation Committee does not approve an EIP for any given year, or the Chief Executive Officer elects not to propose one, the bases for awarding a bonus to Employee for that year shall be governed by the bonus provisions of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) the average percentage of his annual base salary (as this Agreement that were in effect for immediately prior to January 1, 2016. Bonuses, if earned, will be paid within a reasonable time after the applicable years) finance department closes out the relevant year, and all bonuses will be paid after sales adjustments and bad debt are taken into consideration. In the event that was paid or payable, including by reason Employee is not a Cumulus employee at the end of any deferralgiven year, to the Executive by the Company and its Affiliated Companies as Employee will not be eligible for an annual bonus related to Employee’s last year of employment. No pro rata bonuses are earned on services rendered during the quarter that Employee’s employment with the Company is terminated.” 5. All capitalized terms used herein, unless given specific definitions in this Sixth Amendment shall have the definition ascribed to such terms in the Agreement. 6. This Sixth Amendment shall be effective as of July 1, 2021 (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the “Effective Date”). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occursExcept as expressly amended hereby, the average Agreement shall be calculated over the duration of the Executive's employment remain in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus full force and effect in accordance with a deferred compensation plan its terms. This Sixth Amendment may be executed in any number of counterparts, each of which when taken together shall constitute one and the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionssame original instrument.

Annual Bonus. In addition Executive shall be eligible to receive an annual bonus (“Annual Base SalaryBonus”) for each full calendar year beginning on or after January 1, upon 2015 that he is employed with the terms and subject to Company during the conditions Term (each such calendar year, a “Bonus Year”) in which the Company achieves certain targets as set forth by the Compensation Committee of this paragraph the Board (bthe “Compensation Committee”), and the target amount of such bonus shall (assuming all performance targets are met or exceeded) be 100% of Executive’s Base Salary for the applicable Bonus Year; provided that Executive shall, for each fiscal year ending during the Employment Period, shall not be entitled to an Annual Bonus for any Bonus Year, unless the Compensation Committee determines otherwise, in which the Company does not achieve such targets, as determined by the Compensation Committee; and provided further, that Executive shall not be entitled to any Annual Bonus if Executive’s employment is terminated by the Company for Cause prior to the date of payment of such Annual Bonus and, subject to the exceptions set forth in Sections 4.3(b)(ii), 4.3(c)(ii) and 4.3(e)(iii) Executive shall not be entitled to any Annual Bonus if Executive is not employed by the Company on the date the Compensation Committee determines annual cash bonus (bonuses for executive officers of the "Company. The Annual Bonus") opportunity equal Bonus will be paid on March 15 of the calendar year immediately following the Bonus Year to a percentage which it relates. The Compensation Committee may, in its sole discretion, determine that up to 50% of his the value of any Annual Base Salary. Such percentage Bonus shall be substantially consistent with the targeted percentages generally awarded to other peer executives paid in stock of the Company and its Affiliated Companies, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive determined by the Company Compensation Committee) and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each the remainder of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than in cash. Each Bonus Year during the end Term, the Compensation Committee will review the structure of the second month of targets provided by it for the fiscal year next following preceding Bonus Year and establish the fiscal year targets for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsYear as it deems appropriate.

Annual Bonus. In addition to Annual Base SalaryFor each fiscal year of the Company commencing during the Term, upon beginning with the terms Company’s fiscal year commencing on January 30, 2010 and subject to ending on January 31, 2011 (the conditions of this paragraph (b“2010 Fiscal Year”), the Executive shall, for each fiscal year ending during the Employment Period, shall be entitled eligible to receive an annual performance-based cash bonus award (the "each, an “Annual Bonus"”) opportunity 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 pursuant to the higher of (i) the percentage obtained by dividing his targeted Company’s annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) the average percentage plan. The target amount of his annual base salary (as in effect for the applicable years) that was paid or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be equal to 100% of the Executive’s Base Salary (the “Target Bonus”) and the maximum amount of the Annual Bonus shall be 200% of the Executive’s Base Salary (the “Maximum Bonus”). The actual Annual Bonus shall be earned and paid based on the achievement of performance measure(s) (each, a “Performance Measure”) as described below. The Performance Measure(s) shall be established by the Compensation Committee of the Board (the “Compensation Committee”) no later than the end of the second month first quarter of each fiscal year commencing during the Term. The Compensation Committee shall establish a Performance Measure for the Target Bonus and a Performance Measure for the Maximum Bonus for each such fiscal year; provided that the Target Bonus for the 2010 Fiscal Year shall be earned if Operating Income (as defined below) for the 2010 Fiscal Year is 110% of the Operating Income achieved for the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code ending January 29, 2010 (the “CodeTarget Operating Income”), and the Maximum Bonus for the 2010 Fiscal Year shall be earned if Operating Income for the 2010 Fiscal Year is 120% of such Target Operating Income; and provided, further, that notwithstanding the foregoing, for the 2010 Fiscal Year, Executive shall receive an Annual Bonus of no less than one million dollars ($1,000,000). The foregoing provisions Annual Bonus (whether it is the Target Bonus, the Maximum Bonus or an amount between the Target Bonus and the Maximum Bonus) earned for any fiscal year shall correspond to the Performance Measure(s) achieved for the applicable fiscal year of this paragraph (b) the Company when compared to the corresponding target Performance Measure(s). Such comparison shall be qualified made on a straight-line interpolated basis and by reference to the following terms and conditionsCompany’s audited consolidated financial statements for the applicable fiscal year.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the The Executive shall, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity equal to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded eligible to other peer executives of the Company and its Affiliated Companies, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as receive an annual bonus (however described, including as annual incentive compensation) for each of with respect to the three fiscal years immediately preceding the fiscal calendar year in which the Effective Date occurs (or, if higher, for each based on the Company’s performance as measured against goals related to general Company performance and to the assimilation of the three fiscal years immediately preceding Company into Parent, which goals shall be established in consultation with Executive. The target annual bonus for such period shall not be less than 100% of the fiscal Base Salary payable for such calender year (which Base Salary shall be determined by including any amount deferred for such year pursuant to Section 162(m) of the Code), with a maximum bonus opportunity of not less than 200% of such Base Salary. To the extent that the Executive receives a pro rata bonus award under the Company’s bonus plan as in which a Change of Control occurseffect prior to the Effective Date for the period from January 1, if a Change of Control occurs following 2001 through the Effective Date). For , then the purposes Annual Bonus payable with respect to the remainder of any calculation required to such calendar year shall be made under clause (ii) a pro rata bonus, based on the fraction of the preceding sentencecalendar remaining as of the Effective Date. With respect to each subsequent calendar year in the Employment Term, the Executive shall be eligible to receive an annual bonus with respect to the calendar year based on the Company’s performance as measured against goals established in consultation with Executive, and based on an annual target bonus of 100% of Base Salary and a maximum bonus opportunity of 200% of Base Salary. To the extent that Executive’s employment during such calendar year is less than the full calendar year (for example, because the Initial Term expires during such year and is not renewed), then such annual bonus shall be annualized pro rated to reflect such period. Supplemental Payment: Executive shall receive a Supplemental Payment equal to $19.2 million (the “Supplemental Payment”); provided, however, that Parent, Company and Executive acknowledge that such amount is based on a December 1, 2000, estimate prepared by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (which estimate has been delivered to Parent, Company and Executive and assumes certain facts not known as the date hereof) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall update the calculation of the Supplemental Payment immediately prior to the Effective Date based upon the actual facts, which updated amount shall be the Supplemental Payment. Unless the Supplemental Payment is to be credited to the Parent’s Executive Income Deferral Program pursuant to the election of the Executive made in the time and manner required by such Plan (in which case it shall be paid in accordance with the terms thereof), the Supplemental Payment shall be paid not later than thirty (30) days following the last day the Initial Term, provided Executive is employed with the Company or an Affiliated Company through such date. The Executive’s death, termination by the Executive for Good Reason or termination of Executive by the Parent or Company other than for Cause shall be a “Qualifying Termination.” Upon a Qualifying Termination before the Supplemental Payment has been paid in full, the Executive (or his beneficiary) shall be entitled to receive such unpaid Supplemental Payment in a lump sum no later than thirty (30) days following such termination, unless the Supplemental Payment is to be credited to the Parent’s Executive Income Deferral Program pursuant to the election of the Executive made in the time and manner required by such Plan (in which case it shall be paid in accordance with the terms thereof). In the event the Executive’s employment terminates prior to the last day of the Initial Term for any fiscal reason other than a Qualifying Termination, Executive shall forfeit his right to receive the Supplemental Payment. Number of Options: In each of 2001 and 2002, Executive will be granted a 10-year consisting of less than twelve full months or option with respect to which the Executive was employed for, and received pro-rated annual incentive compensation with respect to, no less than the full twelve months, and, if the Executive has 300,000 shares of Parent common stock. The 2001 grant shall be made not been employed for the full duration of the three fiscal years immediately preceding the year in which later than 30 days after the Effective Date occursand the 2002 grant will be made in 2002 when options are granted to Parent officers generally, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid but no later than the end first anniversary of the second month Effective Date. Per-share exercise price: The options will be priced at the “Fair Market Value,” as defined in the LTIP, of the fiscal year next following Parent stock on the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects Effective Date and will vest and become exercisable as to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan all of the Company or its Affiliated Companies that complies with Section 409A shares on the third anniversary of the Internal Revenue Code date of grant (or such earlier date as may be provided under the “Code”LTIP, such as upon death or the occurrence of a change in control). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditions.

Annual Bonus. In addition to Annual Executive’s Base Salary, upon during the terms Term, Executive shall receive an annual bonus for services rendered by Executive to the Partnership Parties equal to an amount between one hundred (100%) and one hundred fifty percent (150%) of Executive’s Base Salary, as determined by the Board, in its sole discretion, subject to applicable withholdings and deductions (the conditions “Annual Bonus”). The Annual Bonus with respect to the 2021 and 2022 annual periods (the “Initial Bonus Amounts”) shall be payable to Executive in cash or common units representing limited partner interests (“Common Units”) of this paragraph the Partnership (bor in a combination of cash and Common Units), as determined by the Executive shall, for each fiscal year ending during the Employment Period, be entitled to an annual Board. The Initial Bonus Amounts that are payable in cash bonus (the "Annual Bonus") opportunity equal to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with paid to Executive on January 2, 2024 (“Deferred Initial Bonus Amounts”); provided that, to the targeted percentages generally awarded extent the Initial Bonus Amounts are payable in Common Units, such Common Units shall be delivered to other peer executives Executive no later than March 15th of the Company and its Affiliated Companiesyear following the applicable annual period for which such Initial Bonus Amounts relate. With respect to the 2021 annual period, but at least Executive shall be eligible to receive a pro-rated Annual Bonus (calculated as the Annual Bonus that would have been paid for the entire 2021 annual period multiplied by a fraction, the numerator of which is equal to the higher number of (i) days Executive worked in such annual period, and the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) the average percentage denominator of his annual base salary (as in effect for the applicable years) that was paid or payable, including by reason of any deferral, which is equal to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each total number of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment days in such period). Each such With respect to the 2023 annual period and thereafter, the Annual Bonus shall be paid payable to Executive in cash no later than the end March 15th of the second month of the fiscal year next following the fiscal year annual period for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus relates. The preceding Annual Bonus percentages may be increased during the Term in the absolute discretion of the Board, or, if applicable, an authorized committee thereof, in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of rules and procedures governing the Internal Revenue Code (Board. To the extent the preceding Annual Bonus percentages are increased during the Term, such increased percentages shall thereafter be considered Executive’s “Code”). The foregoing provisions Annual Bonus” for purposes of this paragraph (b) shall be qualified by the following terms and conditionsAgreement.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for each fiscal year ending during During the Employment Period, Employee shall be entitled eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the "Annual Bonus") opportunity “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to a 100% or such greater percentage as is determined by the Compensation Committee (the “Target Performance Bonus Percentage”) of his Annual Employee’s annual Base Salary. Such percentage shall be substantially consistent with Salary in effect on the targeted percentages generally awarded to other peer executives last day of the Company applicable calendar year; provided, however, that the Target Performance Bonus Percentage for a given year may be increased (but not decreased without the Employee’s written consent) by the Compensation Committee in its discretion. For each calendar year, the Compensation Committee will determine and its Affiliated Companies, but at least equal to the higher of establish in writing (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or applicable performance targets, (ii) the average percentage of his annual base salary (as in effect for the applicable years) that was paid annualized Base Salary payable to Employee if some lesser or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each greater percentage of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs target annual performance is achieved, and (or, if higher, for each iii) such other applicable terms and conditions of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required Bonus Plan necessary to be made under clause (ii) exempt from or to satisfy the requirements of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The foregoing provisions Except as otherwise provided in Section 6, any Performance Bonus that Employee becomes entitled to receive (as a result of this paragraph (bthe applicable performance targets ultimately being achieved) shall will be qualified by deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following terms and conditions.preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 6

Annual Bonus. In addition to Annual Base Salary, upon (a) During the terms and subject to the conditions of this paragraph (b)Employment Term, the Executive shall, shall be eligible for an annual cash performance bonus (an “Annual Bonus”) in respect of each fiscal calendar year ending that ends during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity 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 higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferralTerm, to the Executive extent earned based on performance against objective performance criteria. The performance criteria for any particular calendar year shall be determined in good faith by the Company and its Affiliated Companies Board, after consultation with the Executive, to occur as an annual bonus soon as practicable after the commencement of such calendar year, but no later than ninety (however described, including as annual incentive compensation90) days after the commencement of such calendar year. The Executive’s targeted Annual Bonus for each a calendar year shall equal 60% of the three fiscal years immediately preceding Executive’s Base Salary for such calendar year (the fiscal “Target Bonus”) if target levels of performance for such year in which are achieved, with greater or lesser amounts (including zero) paid for performance above and below target (such greater and lesser amounts to be determined by a formula established by the Effective Date occurs (or, if higher, Board for each such year when it establishes the targets and performance criteria for such year); provided that the Executive’s maximum Annual Bonus for any calendar year during the Employment Term shall equal 200% of the three fiscal years immediately Target Bonus for such calendar year. The Executive’s Target Bonus shall be subject to annual review by the Board (or a committee thereof) during the first ninety (90) days of each calendar year, and the Target Bonus for such calendar year may be increased above, but not decreased below, the levels for the preceding calendar year, by the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date)Board. For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized for any fiscal calendar 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs2021, the average shall be calculated over the duration of the Executive's employment in such period. Each such ’s Annual Bonus shall be paid no later than prorated. (b) The Executive’s Annual Bonus for a calendar year shall be determined by the Board (or a committee thereof) after the end of the second month applicable calendar year based on the level of achievement of the fiscal applicable performance criteria, and shall be paid to the Executive in the calendar year next following the fiscal calendar year for to which such Annual Bonus relates at approximately the same time annual bonuses are paid to other senior executives of Company and Parent, subject to continued employment at the time of payment (except as otherwise provided in Section 8 hereof). ​ (c) After 5 years of employment, the Annual Bonus is awarded, unless will be treated under the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan retirement eligible provisions of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”)Performance Award Plan. The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditions.​

Annual Bonus. In addition to Annual Base Salary, upon From and after the terms and subject to the conditions of this paragraph (b), the Executive shallEffective Time, for each fiscal calendar year ending during the Employment PeriodTerm, Executive shall be entitled to eligible for an annual cash incentive bonus (the "Annual “Incentive Bonus"”) opportunity equal to a percentage in the target amount of his Annual no less than [___]% of Executive’s Base Salary. Such percentage shall be substantially consistent with Salary in effect as of March 1 of such calendar year (the targeted percentages generally awarded to other peer executives “Bonus Target”), based upon the achievement of the Successor Company, Bank and/or Executive performance goals, criteria, and/or targets for such calendar year, as determined by the Successor Company and its Affiliated Companies, but at least equal Board. With respect to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal calendar year in which the Effective Date occurs (or, if higherTime occurs, for each the portion of such calendar year that follows and includes the Effective Time, the Incentive Bonus for such period shall be determined based on the Base Salary set forth in Section 3(a) of this Agreement and shall be equal to the Bonus Target prorated for such portion of the three fiscal years immediately preceding the fiscal calendar year in which a Change of Control occurs, if a Change of Control occurs following the Effective DateTime. Nothing in this Section 3(c)(i). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus nor anything else in this Agreement, entitles or shall be annualized for interpreted to entitle Executive to any fiscal year consisting guaranteed minimum Incentive Bonus at any time during the Term and, unless otherwise provided in Section 5(a) or Section 5(b), Executive’s receipt of less than twelve full months or an Incentive Bonus is expressly contingent upon Executive being actively employed by the Bank through the date that any such Incentive Bonus is actually paid to Executive. All determinations with respect to any Incentive Bonus, including whether applicable Successor Company, Bank and/or Executive performance goals, criteria, and/or targets have been met, shall be made by the Successor Company Board in its sole and reasonable discretion, and shall be final, conclusive, and binding on all parties. Except as otherwise provided herein, Executive must be employed with the Bank on December 31 of the calendar year to which the Executive was employed for, and received pro-rated annual incentive compensation with respect to, less Incentive Bonus relates to be eligible to receive such Incentive Bonus. Any Incentive Bonus earned shall be payable in cash no later than the full twelve months, and, if the Executive has not been employed for the full duration March 15 of the three fiscal years immediately preceding year following the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus earned in accordance with a deferred compensation plan the Bank’s normal practices for the payment of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsannual short-term incentives.

Annual Bonus. In addition to Annual the Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for each fiscal year ending of the Company that ends during the Employment Period, beginning with the fiscal year starting January 1, 2001, the Executive shall be entitled to an annual cash participate in a bonus pool (the "Annual BonusBonus Pool"), the only other participant in which shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Other Pool Participant" and, together with the Executive, the "Pool Participants"). The Bonus Pool shall equal 30% of the amount of Net Pre-Tax Profits (as defined in Section 3(b)(1) opportunity equal herein) for such fiscal year, reduced by the amount of any payments made to the Participants in connection with a termination of employment during the fiscal year. The percentage of his Annual Base Salary. Such percentage shall the Bonus Pool to 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 higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive shall be determined by the Company and Compensation Committee of the Board in its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) sole discretion for each fiscal year during the Employment Period (the "Bonus Percentage " and, as applied to the Bonus Pool, the "Bonus Formula"); provided that the sum of the three Bonus Percentages for both Pool Participants shall at no time be less than 100%. Upon any termination of employment of the Other Pool Participant during a fiscal years immediately preceding year, the Bonus Percentage of the Executive shall automatically increase to 100% for periods beginning after such termination of employment. In addition, Executive shall be entitled to a minimum bonus award for each fiscal year in which that ends during the Effective Date occurs Employment Period of $150,000 (or, if higher, for each the "Minimum Bonus Award"). The Minimum Bonus Award and the Bonus Formula are collectively referred to herein as the "Bonus Award". To the extent necessary to avoid the limitation on the federal tax deductibility of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized Bonus Award 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with under Section 409A 162(m) of the Internal Revenue Code of 1986, as amended, payment thereof may, at the sole discretion of the Company, be either (i) made pursuant to the “Code”)Company's Section 162(m) Cash Bonus Plan or such other comparable plan adopted by the Company, the continued effectiveness of which may be contingent upon the approval of the Company's stockholders, or (ii) deferred to the first taxable year of the Company in which the payment would be fully deductible. The foregoing provisions of this paragraph (b) Except as provided in the preceding sentence, the Bonus Award for a fiscal year shall be qualified by payable as soon as practicable after the following release of the Company's audited financial statements for such fiscal year, but in no event later than 90 days after the end of the fiscal year. In the case of a deferral under Clause (ii) above, amounts deferred shall be credited with such interest and on such other terms as the Company and conditionsthe Executive shall mutually agree.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shallshall be awarded, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "“Annual Bonus"”; which shall include, without limitation, any other annual cash bonus plan or program provided to Executive such as the 2013 Synergy Bonus Plan, Short Term Incentive Plan or any other similar plan) opportunity 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 in cash at least equal to the higher greater of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (iia) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive was has been employed for, and received pro-rated annual incentive compensation with respect to, by the Company for less than twelve full months) bonus (the full twelve months“Average Annual Bonus”) paid that has been earned and accrued, and, if but unpaid to the Executive has not been employed for by the full duration Company and its affiliated companies in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, (b) the average shall be calculated over Annual Bonus paid for the duration fiscal year immediately preceding the Effective Date, or (c) the maximum target bonus determined in accordance with the terms of the Executive's employment in such periodCompany’s bonus plans for senior executives for the fiscal year immediately preceding the Effective Date (the “Target Bonus”; the greater of clauses (a), (b) or (c) to be referred to as the “Highest Annual Bonus”). Each such Annual Bonus shall be paid no later than the end 15th day of the second third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects shall elect to defer the receipt of such Annual Bonus in accordance with a deferred compensation pursuant to any nonqualified plan of the Company Company. Notwithstanding anything herein to the contrary, any portion of Annual Base Salary or its Affiliated Companies that complies with Section 409A of Annual Bonus electively deferred by the Internal Revenue Code Executive pursuant to a qualified or a non-qualified plan including, but not limited to, the Hologic, Inc. Deferred Compensation Plan or any successor thereto (the “CodeDCP”). The foregoing provisions of this paragraph (b) shall be qualified included in determining the Annual Base Salary, Annual Bonus and the Average Annual Bonus. If the fiscal year of any successor to this Agreement, as described by Section 11(c) herein, is different than the Company’s fiscal year at the time of the Change of Control, then the Executive shall be paid (i) the Annual Bonus that would have been paid upon the end of Company’s fiscal year ending after the Change of Control, and (ii) a pro-rata Annual Bonus for any months of service performed following terms the end of the Company’s fiscal year, but prior to the first day of the successor’s fiscal year immediately following the Change of Control. The Annual Bonuses thereafter shall be based on the successor’s first full fiscal year beginning after the Change of Control and conditionssuccessive fiscal years thereafter. “Pro Rata Bonus” shall mean an amount equal to the Bonus Amount (average of the Annual Bonuses paid that has been earned and accrued, but unpaid during the three full fiscal years ended prior to the Date of Termination) multiplied by a fraction the numerator of which is the number of months worked in the fiscal year through the Date of Termination and the denominator of which is 12. Any partial months shall be rounded to the nearest whole number using normal mathematical convention.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for For each fiscal calendar year ending during the Employment PeriodPeriod (or as otherwise specifically provided in Paragraph 9 following termination of employment), beginning 2025, the Executive will be entitled eligible to earn an annual cash bonus (the "“Annual Bonus") ,” provided the Executive remains employed under this Agreement throughout the calendar year (or as otherwise specifically provided in Paragraph 9 following termination of employment). The Executive’s target Annual Bonus opportunity equal to a percentage for calendar year 2025 is Thirteen Million Dollars ($13,000,000), which will be reviewed annually by the Compensation Committee and may be adjusted upward (but not downward). No portion of his the Annual Base Salary. Such percentage Bonus shall be substantially consistent guaranteed. The Annual Bonus shall be subject to the terms and conditions established by the Compensation Committee with respect to Liberty Global Parent’s annual incentive program, including any recoupment provision, and shall be paid in the targeted percentages generally awarded calendar year following the year of performance, in accordance with past practice, but in no event later than March 15 of such following year. The Executive will have the right to participate in Liberty Global Parent’s SHIP plan or other plan providing for payment of Annual Bonus in shares of Liberty Global Parent’s capital stock on similar terms to other peer executives employees. If the Executive so participates, Liberty Global Parent will issue the subject shares in Class A shares and Class C shares in the same ratio as other employees (including for any premium shares earned under the SHIP plan) and the portion of the Company and its Affiliated Companies, but at least equal Annual Bonus payable in shares shall be deemed to be granted under the higher of Incentive Plan; provided that (i) the percentage obtained by dividing his targeted annual Executive’s election to participate for any year shall be made after the end of the applicable bonus for year and prior to March 1 of the then current fiscal following year by his then Annual Base Salary or and (ii) the average percentage Executive may elect to have all or any portion of his annual base salary such shares be delivered in Class B shares. If the Executive elects to have all or any portion of such shares delivered in Class B shares, the maximum number of Class B shares that can be so delivered during the Term is the lesser of (x) Four Million (4,000,000) Class B shares (as in effect may be adjusted for stock splits, combinations and the applicable yearslike) and (y) such number of new Class B shares that was paid or payable, including by reason of any deferral, upon issuance to the Executive by the Company and its Affiliated Companies as an annual bonus would constitute no more than fifteen percent (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii15%) of the preceding sentencetotal voting power of Liberty Global Parent; provided that, an annual bonus shall without approval from the Board, no Class B shares would be annualized for any fiscal year consisting of less than twelve full months or with respect issuable to which the Executive was employed forto the extent that, and received pro-rated annual incentive compensation with respect toat the time of issuance, less than the full twelve months, and, if collective voting power of the Executive and Mr. ▇▇▇▇ ▇▇▇▇▇▇ (and any entity in which either of them controls or has not been employed for the full duration authority to determine what assets are held in such entity), would have voting ownership attributed to them equal to or above fifty percent (50%) of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration voting power of the Executive's employment in such periodLiberty Global Parent. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless The rights to have Class B shares delivered to the Executive otherwise elects are personal to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company Executive and may not be transferred or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsassigned directly or indirectly to any other person, except for estate planning purposes including, without limitation, family trusts.

Annual Bonus. In addition Employee shall be eligible to Annual participate in the Company’s incentive plan applicable to senior executives at a level such that Employee will have the potential to earn a cash bonus, at target, of sixty percent (60%) of Employee’s annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for each fiscal Salary during such year ending during the Employment Period, be entitled to an annual cash bonus (the "“Annual Bonus") opportunity 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 higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date”). For the purposes The amount of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be determined by the Board in its sole discretion, based upon the achievement of Employee and/or the Company of management objectives to be reasonably established by the Board in consultation with Employee. These management objectives shall consist of both financial and scientific goals and shall be specified in writing by the Board, and a copy shall be given to Employee prior to the commencement of the applicable year. Employee acknowledges there is no assurance that the terms of the incentive plan will remain unchanged or will in any future year provide the same benefits as it has in past years (or any benefits or payments at all) and that the Company may, at its discretion, revise the terms of the incentive plan in advance for any upcoming fiscal year as it applies to Employee provided always that Employee will be entitled to participate in any incentive plan made available to senior executives of the Company. Any Annual Bonus amounts shall be subject to standard payroll deductions and withholdings. Except as otherwise provided herein, Employee generally must continue to be employed through the date the Annual Bonus is paid in order to earn such bonus for any particular year, unless the Board determines, in its sole discretion, that Employee has earned such bonus prior to such time. In such event, any Annual Bonus payment will be paid to Employee no later than the end later of: (i) the fifteenth (15th) day of the second third (3rd) month following the close of the Company’s fiscal year next in which such bonus payment is earned or (ii) March 15 following the fiscal calendar year for in which the Annual Bonus such bonus payment is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsearned.

Annual Bonus. In addition Following the Effective Time, Employee shall be eligible to Annual Base Salaryparticipate in Employer's Management Incentive Plan ("MIP") or, upon at the terms and subject election of Employer, in a new or equivalent annual bonus plan established by Employer having a similar structure to the conditions MIP providing for payment of this paragraph (b), the Executive shall, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual BonusBonus Plan"), but in either case with thresholds and triggering events for payment based on the achievement of Harveys annual budget and other business plan targets to be determined by the Board following the Effective Date. Employee's maximum annual bonus under the Annual Bonus Plan shall not be less than $165,000. Notwithstanding the foregoing, the following provisions shall apply with respect to Employee's participation in the Annual Bonus Plan with respect to fiscal 1999: (a) opportunity On the Effective Date, Employer paid to Employee a lump sum amount in cash equal to a percentage 25% of his Employee's maximum bonus under the Annual Base SalaryBonus Plan for fiscal 1999, which lump sum amount Employer and Employee acknowledge and agree to be $55,625 (the "Advance"). Such percentage Employee hereby acknowledges receipt of the Advance. (b) Following the end of fiscal 1999, the Board shall determine Employee's bonus under the Annual Bonus Plan in the ordinary course using the financial targets established by the Board prior to the date hereof, without regard to the Advance (the "Overall 1999 Bonus Entitlement"). On the date bonuses under the Annual Bonus Plan are paid generally to employees with respect to fiscal 1999, Employee shall be substantially consistent with the targeted percentages generally awarded entitled to other peer executives of the Company and its Affiliated Companies, but at least receive an annual bonus payment equal to the higher excess, if any, of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or Employee's Overall 1999 Bonus Entitlement over (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each amount of the three fiscal years immediately preceding Advance. In the fiscal year in which event the Effective Date occurs (orAdvance shall be greater than the Overall 1999 Bonus Entitlement, if higher, for each Employee shall have no obligation to repay any portion of the three fiscal years immediately preceding the fiscal year in which a Change of Control occursAdvance to Employer, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) and no portion of the preceding sentence, an annual bonus Advance shall be annualized for any fiscal year consisting of less than twelve full months or offset against amounts otherwise payable to Employee under the Annual Bonus Plan with respect to which subsequent fiscal years. However, in the Executive was employed forevent Employee's employment is terminated by Employer without Cause or by Employee with Good Reason prior to December 31, and received pro-rated annual incentive compensation with respect to1999, less than the full twelve months, and, if the Executive has not been employed for the full duration amount of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average Advance shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive offset dollarfordollar against amounts otherwise elects payable to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Employee under Section 409A of the Internal Revenue Code (the “Code”4.02(a). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditions.

Annual Bonus. In addition to Annual his Base Salary, upon Employee may be paid a bonus for each calendar year in the Employment Period in accordance with the terms and subject to of the conditions Decorative Home Accents, Inc. Executive Bonus Plan (the "Executive Bonus Plan") which has been established for senior executives of this paragraph (b), the Executive shall, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus Company (the "Annual Bonus") opportunity equal to a percentage of his Annual Base Salary. Such percentage ), provided that Employee is employed at the time bonuses are paid under such program, which time shall be substantially consistent with the targeted percentages generally awarded to other peer executives first payroll payment date after the issuance of the Company and its Affiliated Companies, but at least equal Company's audited year-end financial statements. Notwithstanding anything herein to the higher contrary, Employee shall be entitled to receive a bonus with respect to the final calendar year of the Employment Period if Employee's employment hereunder is terminated (i) by the percentage obtained by dividing his targeted annual bonus for expiration of the then current fiscal year by his then Annual Base Salary Employment Period due to the Company's providing Employee notice that it does not desire to extend the Agreement pursuant to SECTION 1.3 or (ii) 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 deferral, to the Executive by the Company without Good Cause after the termination of such final calendar year or after January 1, 1998, as the case may be.. For each calendar year in the Employment Period, the Board shall establish bonus levels based on the Company's actual consolidated earnings before interest, taxes, depreciation and its Affiliated Companies amortization ("EBITDA") as an annual compared to a budgeted level of EBITDA ("Budget EBITDA"). (a) With respect to 1997, Employee shall be eligible to receive a bonus (however describedpayment in the amount of $150,000, including as annual incentive compensation) for each provided that either of the three fiscal years immediately preceding following conditions is satisfied: (i) Employee is employed by the fiscal year in which the Effective Date occurs (orCompany on March 31, if higher1998 and Employee shall not have given notice of his intention to terminate, for each or notice of termination of his employment or commenced discussions regarding employment with a competitor of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause Company; or (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the ExecutiveEmployee's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awardedwas terminated on or after January 1, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of 1998 by the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph without Good Cause. (b) In addition to the bonus payable pursuant to SECTION 2.2(a), Employee shall be qualified by entitled to a bonus in an amount equal to the following terms and conditionsamount determined pursuant to the 1997 Executive Bonus Plan, as amended, a copy of which is attached hereto as Exhibit 2.2.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject Executive shall be paid two payments as described in this section. The first payment shall be in an amount equal to the conditions of this paragraph annual incentive bonus under the Company’s annual incentive plan (b), “Annual Incentive Plan”) that would be paid or payable to Executive for the Executive shall, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity 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 Companiesduring which Executive’s Date of Termination occurs, but at least equal to assuming the higher target level(s) of performance had been met for such fiscal year, multiplied by a fraction (ithe “Pro Rata Fraction”) the percentage obtained by dividing his targeted annual bonus for numerator of which is the number of days that have elapsed in the then current fiscal year by his then through Executive’s Date of Termination and the denominator of which is 365 (“Initial Annual Base Salary or Bonus”). Such Initial Annual Bonus payment shall be made in a single lump sum within ten (ii10) the average percentage days following Executive’s Date of his annual base salary (as in effect for the applicable years) that was paid or payableTermination. Additionally, including by reason of any deferral, if and to the Executive by extent that, based on the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each Company’s performance under the terms of the three fiscal years immediately preceding Annual Incentive Plan, the Company’s performance for the fiscal year during which Executive’s Date of Termination occurs exceeds the target performance levels in the Annual Incentive Plan used to calculate the Initial Annual Bonus, Executive shall receive an additional payment equal to the payout under the Annual Incentive Plan which the Effective Date occurs (or, if higher, Executive would have received for each of the three fiscal years immediately preceding the fiscal year in during which a Change his Date of Control Termination occurs, if a Change of Control occurs following multiplied by the Effective Date)Pro Rata Factor, less the Initial Annual Bonus. For the purposes of any calculation required to Such additional payment shall be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than a single lump sum as soon as reasonably practical following the end of the second month Company’s fiscal year during which Executive’s Date of Termination occurs, and in any event by the end of the calendar year during which such fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Codeends.”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditions.

Annual Bonus. (A) In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shallshall be paid, for each fiscal year ending during the Employment Period, be entitled to an a regular annual cash bonus (the "Annual Bonus") opportunity 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 in cash at least equal to the higher of average annualized (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive was has been employed for, and received pro-rated annual incentive compensation with respect to, by the Company for less than the twelve full twelve months) bonus paid or payable, andincluding by reason of any deferral, if to the Executive has not been employed for by the full duration Company under the Company's Executive Incentive Compensation Plan (or any predecessor or successor plan thereto) in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, occurs (the average "Recent Average Bonus"; the highest such annualized bonus paid or payable to the Executive in respect of such three fiscal years shall be calculated over hereinafter referred to as the duration of the Executive's employment in such period"Highest Recent Bonus"). Each such Annual Bonus shall be paid no later than the end of the second third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects shall elect to defer the receipt of such Annual Bonus Bonus. (B) In addition to Annual Base Salary and the Annual Bonus, the Executive shall be paid, for each performance cycle ending during the Employment Period, a long-term bonus (the "Long-Term Bonus") in accordance with a deferred compensation plan cash at least equal to the average long-term incentive bonus (the "Recent Long-Term Bonus"), if any, paid or payable in cash or shares of stock of the Company to the Executive by the Company under the Company's Long-Term Incentive Program (or its Affiliated Companies that complies with Section 409A any predecessor or successor plan thereto) (the "LTIP") in respect of the Internal Revenue Code last three completed performance cycles ending with the performance cycle ending in the fiscal year preceding the fiscal year in which the Change of Control Date occurs (or, if less, in respect of the “Code”number of completed performance cycles for which the Executive has received a long-term bonus). The foregoing provisions If the Executive was not a participant in the LTIP in one or more of this paragraph (b) such completed cycles, but is, at the Change of Control Date, a participant in the LTIP, the Recent Long-Term Bonus shall be qualified equal to (1) the sum of the Standard Award(s) (as defined in the LTIP) for each cycle in which the Executive is participating at the Change of Control Date, assuming a Salary Midpoint for the Third Year of Award Cycle (as such term is used in the LTIP) equal to the Annual Base Salary at the Change of Control Date, divided by (2) the number of performance cycles in which the Executive was participating at such time. Each such Long- Term Bonus shall be paid pursuant to a plan which has three- year performance cycles following terms those of the LTIP and conditionsis otherwise substantially similar to the LTIP and shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Long-Term Bonus is awarded, unless the Executive shall elect to defer the receipt of such Long-Term Bonus.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for For each fiscal year of Employer (“Fiscal Year”) ending during after the Employment PeriodEffective Date, Employee shall be entitled to earn an annual cash bonus under the Employer’s Executive Incentive Bonus Plan, (the "Annual “Bonus Plan”). For purposes of the Bonus Plan, Employee’s “target” bonus shall be one hundred percent (100%) of his Base Salary (the “Target Bonus"”), subject to pro rata reduction (on the basis of days that Employee was employed in such Fiscal Year) opportunity equal to reflect any portion of the Fiscal Year that may precede the beginning of or follow the end of Employee’s employment. The actual amount of bonus paid to Employee may exceed the Target Bonus amount. For the Fiscal Year 2007 ending on January 31, 2007, the bonus paid to Employee under the Bonus Plan shall not be less than the Target Bonus amount, subject to the aforementioned pro rata reduction to reflect the commencement of Employee’s employment during such Fiscal Year. In addition, provided Employee is employed through the end of Fiscal Year 2007, Employee shall also receive a portion of the Fiscal Year 2008 Target Bonus (the “Accelerated Bonus”) such that the sum of Base Salary plus Fiscal Year 2007 Target Bonus plus the Accelerated Bonus paid to Employee in Fiscal Year 2007 which does not qualify as performance based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) equals $1,000,000. For Fiscal Year 2008 ending on January 31, 2008, the bonus paid to Employee under the Bonus Plan shall not be less than the Target Bonus amount (the “Minimum Bonus”). However, the Minimum Bonus: (a) shall be reduced by the Accelerated Bonus that was actually paid to Employee; and (b) after the reduction as provided in clause (a) the Minimum Bonus that would otherwise be paid out to Employee within 75 days after the end of Fiscal Year 2008 shall be further limited by, and shall in no event exceed, the maximum amount otherwise available under the deduction limitation of Code Section 162(m) and (c) the amount exceeding the Code Section 162(m) limit by application of the preceding clause (b) and which was not paid out to Employee shall instead be paid in to a percentage of his Annual Base Salarydeferred compensation account for the Employee under the Employer’s 2005 Deferred Compensation Plan. Such percentage amount shall be substantially consistent paid into the 2005 Deferred Compensation Plan at the same time that the annual bonus for Fiscal Year 2008 is paid out and will be invested as directed by Employee in accordance with such plan to accrue investment returns that could be either gains or losses. Any amounts in the targeted percentages generally awarded 2005 Deferred Compensation Plan that are attributable to other peer executives of this Section 3.2 shall be paid out in cash to Employee (subject to compliance with Code Section 409A) upon the Company and its Affiliated Companies, but at least equal to the higher earlier of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary termination of employment or (ii) the average percentage of his annual base salary (as in effect for the applicable yearsdate(s) which Employee so designates provided that was paid or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Datesuch payments are then deductible under Code Section 162(m). For avoidance of doubt, subparagraphs (b) and (c) of this paragraph shall not be applicable and will not be implemented if Employee's employment is terminated for any reason before the purposes last day of any calculation required Fiscal Year 2008. For years following Fiscal Year 2008, the performance and other criteria and/or rules for bonuses under the Bonus Plan shall be determined under the Bonus Plan as determined by the Compensation Committee. Payments to Employee under the Bonus Plan shall be made at the time and in the manner determined under clause (ii) of the preceding sentenceBonus Plan, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year but in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no event later than 75 days following the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”)each Fiscal Year. The foregoing provisions of this paragraph (b) Employee shall be qualified by entitled to provide annual input for the following terms and conditionsCompensation Committee to consider regarding the bonus performance objectives.

Annual Bonus. In addition Pursuant to Annual Base Salary, upon the terms and subject to of the conditions of this paragraph Company’s Management Incentive Plan or any successor arrangement thereto (b“MIP”), the Executive shall, shall be eligible to receive a performance bonus for each fiscal year ending of the Company, which shall be subject to the Executive’s continued employment with the Company and the accomplishment of the specific performance goals established by the Committee for such fiscal year (“Annual Bonus”), with a target value of at least 65% of the Executive’s Base Salary for such fiscal year. The Board or the Committee, in their sole discretion, but in consultation with the Executive, shall establish the following for the MIP for each fiscal year: (a) the applicable performance criteria and goals (“Targets”); (b) the relative weightings, if any, of the Targets; and (c) the percentage of the target Annual Bonus that the Executive will be able to earn upon achievement of certain percentages of the Targets, including the percentages of performance in excess of 100% of Target in which event a higher Annual Bonus will be earned, and which may include minimum percentages below which no Annual Bonus will be earned. The calculation of the Annual Bonus shall be determined by the Board or the Committee, in their reasonable discretion following the completion of the Company’s audit for such fiscal year, and the Annual Bonus for a given fiscal year shall be paid within 15 days of the receipt by the Company of the audited financial statements for such fiscal year, but no later than the 15th day of the third month following the end of such fiscal year. However, in fiscal 2015, contingent upon his being employed on the applicable payment dates, he will earn $47,500 payable upon successful filing of the Company’s restated Form 10-K for fiscal 2014 as well as filing Form 10-Q for both Q1 and Q2 of fiscal 2015 (all of which shall be filed not later than May 11, 2015), and $47,500 payable in the first payroll period after September 30, 2015 or if greater, a payout under terms of the MIP (65% of his base salary at target) pro rated for the portion of fiscal 2015 during which he is employed. If this Agreement terminates other than at the Employment Periodend of a fiscal year and if the Executive is entitled to a pro rata Annual Bonus for such partial fiscal year pursuant to Section 5 hereof, such pro rata Annual Bonus shall be equal to the Annual Bonus that the Executive would have received under the MIP, based on the Target for such fiscal year, multiplied by a fraction, the numerator of which shall be the number of days during such fiscal year he was so employed and the denominator of which shall be the number of days in such fiscal year (“Pro Rata Annual Bonus”). The Executive also may be entitled to an annual cash bonus (the "Annual Bonus") opportunity 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 higher of (i) the percentage obtained by dividing his targeted annual bonus Bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, prior to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs Executive is terminated, to the extent not yet paid (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date“Preceding Bonus”). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus The Executive shall be annualized for any fiscal year consisting of less than twelve full months or with respect entitled to which receive the Executive was employed forPreceding Bonus and/or the Pro Rata Bonus, and received pro-rated annual incentive compensation with respect toas applicable, less than at the full twelve months, and, if the Executive has not been employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which time the Annual Bonus is awarded, unless payable pursuant to the Executive otherwise elects to defer terms of the receipt of such MIP. The Annual Bonus shall, in accordance with a deferred compensation plan all respects, be subject to the terms of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsMIP.

Annual Bonus. In addition The Executive shall be entitled to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, receive an annual bonus for each full or partial fiscal year ending of the Company during the Employment Period, be entitled to an annual cash bonus Period (the "“Annual Bonus") opportunity 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 ”), based upon the Company achieving financial and its Affiliated Companies, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus business objectives for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive was employed forAnnual Bonus accrues. The financial and business objectives for each fiscal year shall be determined by the Compensation Committee in its discretion, and received pro-rated annual incentive compensation after consultation with respect tothe Executive, less than within the full twelve months, and, if the Executive has not been employed for the full duration time frames set forth in Section 9(a) of the three fiscal years immediately preceding the year in which the Effective Date occursCompany’s 2014 Incentive Plan (as amended from time to time, the average “2014 Plan”), or a similar section of any successor Company incentive plan. Starting with the Company’s 2017 fiscal year, the target Annual Bonus for each fiscal year shall be calculated over the duration equal to two hundred percent (200%) of the Executive's employment Base Salary in effect on the first day of such periodfiscal year. Each such The Annual Bonus shall be paid in the form determined by the Compensation Committee in its discretion, including cash, shares of Company Common Stock, stock options or other equity-based awards. The Company shall pay each Annual Bonus to the Executive no later than two and a half (2-1/2) months after the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded; provided that, unless except as otherwise provided in this Agreement, the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of remains continuously employed by the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code subsidiaries and affiliates (the “CodeCompany Group”)) through the date on which the Annual Bonus is paid. Along with the payment of each Annual Bonus, the Company shall also deliver to the Executive a written statement setting forth the basis of its calculation of such Annual Bonus. The foregoing provisions Executive and the Executive’s representatives shall have the right, at the Executive’s cost, to inspect the records of this paragraph (b) the Company with respect to the calculation of any such Annual Bonus, to make copies of said records utilizing the Company’s facilities without charge, and to have free and full access thereto upon reasonable notice during the normal business hours of the Company. The Annual Bonus shall be qualified by prorated to the following terms extent it is calculated for a period of less than a full fiscal year. The Annual Bonus is intended to qualify as annual incentive compensation under Section 9 of the 2014 Plan, or a similar section of any successor Company incentive plan, and conditionsshall be subject to the conditions and limitations of such section.

Annual Bonus. In addition (i) With respect to Annual Base Salary, upon each of the terms and subject to Employer’s fiscal years during the conditions Term of this paragraph (b)Employment beginning with the 2022 fiscal year, the Executive shall, for each fiscal year ending during the Employment Period, Employee shall be entitled eligible to receive an annual cash performance bonus (the "“Annual Bonus"”) opportunity equal to be determined annually by the Employer’s Compensation Committee in connection with its determination of performance­ based bonuses and performance targets, thresholds and requirements for other executive officers pursuant to a percentage compensation plan or plans approved from time to time by the Compensation Committee. Notwithstanding the foregoing, the Employee will receive an Annual Bonus in the amount of his Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded to other peer executives 60% of the Company and its Affiliated Companies, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Employer achieves its annual performance target commencing with the 2022 fiscal year provided that the Employee is employed with the Employer for the entire fiscal year. For the period beginning on the Commencement Date occurs and ending on the last day of the applicable fiscal year, the Employee shall be eligible to receive a prorated Annual Bonus (orcalculated as the Annual Bonus that would have been paid for the entire fiscal year multiplied by a fraction, if higherthe numerator of which is equal to the number of days the Employee worked in the applicable fiscal year, for and the denominator of which is equal to the total number of days in such year). With respect to each of the three Employer’s fiscal years immediately preceding during the Term of Employment beginning with the 2022 fiscal year in which (ending October 2022), the Compensation Committee may elect to award the Employee a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause discretionary bonus. (ii) of Beginning with the preceding sentence2023 fiscal year, an annual bonus the Employee will also participate in the Employer’s Long Term Incentive Plan (“LTIP”) to the extent such plan may exist, or any successor incentive plan that the Employer may develop (collectively, the “Incentive Plan”). Employee shall be annualized for any fiscal year consisting eligible to receive a total of less than twelve full months up to 60% of his Base Salary (or higher, with respect to which the Executive was employed forperformance vested target component described below) in equity awards pursuant to the terms of the Incentive Plan, including any vesting, incentive, and received proother requirements that may be incorporated into the Incentive Plan. Fifty percent of each such award shall vest over a three-rated year period in three equal annual incentive compensation installments, with respect to, less than the full twelve months, and, if the Executive has not been employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall remaining fifty percent to be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than performance vested at the end of three years with targets based on the second month Employer’s net sales, adjusted EBITDA, and return on invested capital. Cliff vesting shall apply to all LTIP awards and the Employee must be employed with the Employer on each date that restricted stock units are scheduled to vest. Employee shall forfeit any such restricted stock units that have not vested as of the fiscal year next following date his Employment ends. (iii) The Employee acknowledges that the fiscal year for which Compensation Committee may award Annual Bonuses and discretionary bonuses to him in cash, Employer common stock, or rights to acquire Employer common stock, and that such equity-based awards may be subject to vesting conditions and requirements. Equity-based awards made by the Annual Bonus is awarded, unless Employer to the Executive Employee under this Agreement or otherwise elects shall be subject to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan terms and conditions of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall Employer’s 2020 Equity Incentive Plan, as it may be qualified amended from time to time and including any successor plan adopted by the following terms and conditionsEmployer.

Annual Bonus. In addition to Annual Base Salary, upon During the terms and subject to the conditions of this paragraph (b)Employment Period, the Executive shall, shall be eligible to receive an annual cash performance bonus (an “Annual Bonus”) under the Company’s annual incentive plan (as in effect from time to time for senior executives) in respect of each fiscal plan year ending that ends during the Employment Period, to the extent earned based on the achievement of performance criteria set by the Board or the Compensation Committee. The performance criteria for a plan year shall be entitled to an determined by the Board or the Compensation Committee, in good faith, no later than sixty (60) days after the commencement of such plan year. The Executive’s target annual cash bonus opportunity shall be 50% of the Executive’s Base Salary as of the beginning of the applicable plan year (the "“Target Bonus”) if target levels of performance for that year are achieved. The Executive’s actual Annual Bonus") opportunity equal to a percentage of his Annual Base Salary. Such percentage Bonus for any plan year shall be substantially consistent with determined by the targeted percentages generally awarded to other peer executives Board or the Compensation Committee after the end of the Company such plan year and its Affiliated Companies, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) the average percentage of his annual base salary (as in effect for the applicable years) that was shall be paid or payable, including by reason of any deferral, to the Executive no later than seventy-five (75) calendar days following the end of such plan year. For purposes of Section 24(a) hereof, if the Executive’s employment is terminated pursuant to the terms of Section 9 hereof after the end of any plan year (other than pursuant to Section 9(c)), but prior to such Annual Bonus determination by the Company Board or the Compensation Committee with respect to that plan year, and its Affiliated Companies the Board or the Compensation Committee subsequently determines that the Annual Bonus for that plan year has been earned by the Executive, then any such earned Annual Bonus, in an amount equal to such earned Annual Bonus payout percentage as determined by the Board or the Compensation Committee, shall be considered an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date)Accrued Benefit. For the purposes of 2021 plan year, any calculation required to Annual Bonus earned by the Executive shall be made under clause (ii) prorated based on the portion of the preceding sentence, an annual bonus shall be annualized for any fiscal plan year consisting of less than twelve full months or with respect to during 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsCompanies.

Annual Bonus. In addition With respect to each Company fiscal year that ends during the Term, commencing with fiscal year 2011, the Executive shall be eligible to receive an annual performance-based cash bonus (the “Annual Bonus”) which shall be payable based upon the attainment of individual and Company performance goals established by the Board in consultation with the Executive. The terms of the Annual Bonus with respect to each fiscal year shall provide that if the Company and/or the Executive attains target performance levels for an applicable fiscal year, the Executive’s Annual Bonus shall be payable in an amount equal to 100% of Annual Base Salary, upon and may, at the terms and subject to the conditions of this paragraph (b), the Executive shall, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity 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 discretion of the Company and its Affiliated CompaniesBoard, but at least equal to the provide for a higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, amount if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such periodperformance targets are exceeded. Each such Annual Bonus shall be paid payable on such date as is determined by the Board, but in no event later than March 15th of the calendar year immediately following the calendar year with respect to which such Annual Bonus relates. Notwithstanding any other provision of this Section 3(b), (i) no Annual Bonus shall be payable to the Executive in the event that the Executive’s employment is terminated for Cause prior to the bonus payment date, (ii) with respect to fiscal year 2011, the Annual Bonus shall be pro-rated based on the number of days that the Executive was employed by the Company during such fiscal year, and (iii) with respect to fiscal year 2013, the Executive shall receive a pro-rated portion of the Annual Bonus payout that the Executive would have received for such fiscal year (based on the Board-approved Annual Bonus payouts for actual Company performance for such fiscal year) based on the number of days that the Executive was employed by the Company during such fiscal year prior to the expiration of the Term, payable at the time the Annual Bonus would have been paid to the Executive had the Executive remained employed through the end of such fiscal year. For the second month avoidance of the doubt, if there is no Board-approved Annual Bonus payout for any fiscal year next following the (other than fiscal year for which the Annual Bonus is awarded2011 addressed above), unless then the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with shall not receive a deferred compensation plan of the Company or its Affiliated Companies that complies with payment under this Section 409A of the Internal Revenue Code (the “Code”3(b). The foregoing provisions of this paragraph (b) 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, for each fiscal year ending during the Employment Period, Employee shall be entitled to an annual cash incentive bonus (the "Annual Bonus") opportunity award equal to a maximum amount of one hundred percent (100%) of Base Salary in respect of each fiscal year during the Term of Employment (the “Annual Bonus”). Sixty-five percent (65%) of the Annual Bonus shall be payable based upon achievement of Target EBITDA of the Company for each such fiscal year, and thirty-five percent (35%) of the Annual Bonus shall be payable based upon achievement of other individual performance objectives or such other mix of metrics as may be mutually agreed to by the Compensation Committee of the Board and Employee from time to time in the future. The maximum percentage of his Base Salary payable as an Annual Bonus pursuant to this subsection 3(b) (currently 100%) may be increased in future fiscal years at the discretion of the Board, but shall not be decreased below 100% of 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 higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such The Annual Bonus shall be paid to Employee at the same time as annual bonuses are generally payable to other senior executives of the Company, but in no event later than the date which is two and one-half (2 1/2) months following the end of the second month of the fiscal year next following to which such Annual Bonus relates. Notwithstanding anything to the fiscal year for which contrary contained herein, the Annual Bonus is awardeddescribed hereunder shall be effective for fiscal year 2006 and the Annual Bonus terms effective for Employee for fiscal year 2005 as set forth in any superseded employment agreement or other arrangement, unless shall remain effective and are hereby incorporated herein in their entirety. Such Annual Bonus for fiscal year 2005 shall be determined based on Employee’s Base Salary actually paid during 2005, as opposed to the Executive otherwise elects to defer level of Base Salary in effect at the receipt beginning or at the end of such fiscal year. With respect to the sixty five percent (65%) of the Annual Bonus payable based upon achievement of Target EBITDA, the Company shall provide for partial payment of such bonus in accordance with the event Target EBITDA is not met for the 2005 fiscal year and future fiscal years (but a deferred compensation plan specified percentage of Target EBITDA is attained) in a manner no less favorable than the methodology adopted by the Compensation Committee of the Company or Board in its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsresolutions dated June 10, 2005.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject Subject to the conditions approval of this paragraph the Compensation Committee of the Board of Directors of the Company (bthe “Committee”), the Executive shall, for each fiscal year ending during the Employment Period, Employee shall be entitled to an annual cash bonus (the "“Annual Bonus"”) opportunity equal to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with each year during the targeted percentages generally awarded to other peer executives Employee’s employment based on the Employee’s achievement on the performance of the Company and its Affiliated Companies, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive individual performance goals established by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each Employee at the start of the three year. For the 2026 fiscal years immediately preceding year, the Employee shall be entitled to a minimum Annual Bonus of no less than USD $100,000. Except as otherwise set forth in this Section 2.3 and in Sections 4.3 and 4.4 below, the employee must remain employed through the last day of the relevant fiscal year in order to be eligible to receive any Annual Bonus for that fiscal year. Any Annual Bonus shall be payable to the Employee when annual bonuses are normally paid to employees of the Company following the end of the relevant fiscal year, but in no event later than July 1st of the calendar year next following the end of the fiscal year to which the Annual Bonus relates (“Annual Bonus Payment Date”). Notwithstanding the foregoing, in the event of a Change in Control prior to the payment of an Annual Bonus for any fiscal year, the Annual Bonus for that fiscal year shall be paid to the Employee upon the occurrence of the Change in Control. In the event of a Change in Control, the Annual Bonus for the fiscal year in which such Change in Control occurs shall be at least 100% of the Effective Date occurs (orEmployee’s Annual Salary for that fiscal year. Subject to availability and regulatory considerations, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurselected, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurselected, the average shall Employee will be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which allowed to receive the Annual Bonus is awardedpaid in GLDY. Notwithstanding anything to the contrary herein, unless the Executive otherwise elects to defer the receipt of such any Annual Bonus in accordance and other incentive compensation paid to the Employee shall be subject to any clawback or recoupment policy adopted by the Company, including any policy adopted to comply with a deferred compensation plan applicable law or stock exchange listing requirements, including without limitation the requirements of Section 954 of the Company D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any rules or its Affiliated Companies that complies with Section 409A of regulations promulgated thereunder, and the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsEmployee agrees to promptly return any amounts subject to recovery under any such policy.

Annual Bonus. In addition 10.1 The Company will pay to Annual Base Salarythe Executive the sum of GBP 72,500 as an initial and one-off signing bonus payment (the “Signing Bonus”), upon the terms and subject to the conditions at clause 10.4 below and, for the avoidance of this paragraph doubt, less applicable deduction of tax and national insurance contributions, within one month of the Commencement Date. If, during the 12 months following the Commencement Date, the Executive resigns or the employment is terminated by the Company in accordance with clause 20.1 (bin each case, whether or not notice of termination pursuant to clause 2.1 is given), the Executive shall, for each fiscal year ending during shall repay to the Employment Period, Company forthwith upon its demand the net amount of the Signing Bonus which he received after the application of tax and employee national insurance contributions withholdings through PAYE. 10.2 The Executive shall be entitled to participate in an annual cash bonus plan on such terms and with such individual, team or corporate targets as the Board or the Compensation Committee may communicate from time to time which shall provide the Executive with an opportunity to be considered each year for a bonus equivalent to up to 40% of the Executive’s basic salary (or a pro rata amount in their first year). The Board or the "Annual Bonus") opportunity equal to a percentage of his Annual Base Salary. Such percentage Compensation Committee shall be substantially consistent with entitled to determine whether such targets have been met and where such targets have been met in full or part shall have a discretion to determine whether to make payments and, if so, in what amount and when. 10.3 The Board or the targeted percentages generally awarded to other peer executives of the Company Compensation Committee may suspend, alter or discontinue any bonus payment(s) or any bonus plan and its Affiliated Companies, but eligibility requirements at least equal to the higher of any time (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary whether generally or (ii) 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 deferral, relation to the Executive by only) at its absolute discretion. If the Executive receives any bonus payment the Company is not obliged to make any further bonus payments and its Affiliated Companies as an annual any bonus (however described, including as annual incentive compensation) for each payment will not become part of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required Executive's contractual remuneration or fixed salary. 10.4 In order to be made under clause (ii) of the preceding sentenceeligible to receive a bonus payment, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive was employed formust be in the Company's employment and not under notice, given or received on the date that the bonus is paid. Bonus entitlement does not accrue in the course of a year, and received pro-rated annual incentive compensation with respect tothe Executive is not entitled to payment of a bonus, less than the full twelve months, andor any pro rata portion of it, if the Executive has leaves employment prior to the date that the bonus is paid. The Executive shall not been employed be eligible to be considered for any bonus nor shall any bonus be paid if the full duration ACTIVE/128438740.1 Executive is subject to any disciplinary action or investigation at the date any bonus is being considered and/or at the bonus payment date (as applicable) although the Company may reconsider the matter upon the conclusion of the three fiscal years immediately preceding the year disciplinary action or investigation in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsquestion.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for each fiscal year ending during During the Employment Period, the Executive shall be entitled eligible to receive an annual cash bonus (the "“Annual Bonus"”) opportunity equal to a percentage in respect of his Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded to other peer executives each full or partial fiscal year of the Company (a “Fiscal Year” which, as of the Effective Date, is the period October 1 through September 30), with a target of 300% of Base Salary (the “Target Annual Bonus”), a minimum of $0 and its Affiliated Companiesa maximum of 600% of Base Salary (pro rated for partial Fiscal Years of employment), but at least equal to based on the higher attainment of Company, individual, Company Group or other performance targets established by the Board or the Compensation Committee thereof in consultation with the Executive. For purposes of clarification, (i) with respect to the percentage obtained 2008 Fiscal Year, the Annual Bonus awarded to Executive shall be determined by dividing his targeted annual bonus for the then current fiscal year Company taking into account the service rendered by his then Annual Base Salary or the Executive to the Company in all of Fiscal Year 2008, including, without limitation, the portion of Fiscal Year 2008 prior to the Effective Date and (ii) the average percentage Executive shall be eligible to receive a pro rata Annual Bonus with respect to any Fiscal Year commencing during the Employment Period but ending after the expiration of his the Employment Period, without regard to whether the Executive is employed by Company on the date (following the expiration of the Employment Period) on which annual base salary (bonuses with respect to such Fiscal Year are paid to executives of Company generally, and such pro rata Annual Bonus shall be determined by Company in the same manner as in effect for Annual Bonuses are determined with respect to full Fiscal Years of the applicable years) that was Employment Period. Each Annual Bonus, if any, shall be paid or payable, including by reason of any deferral, to the Executive by no later than 2 1/2 months following the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each end of the three fiscal years immediately preceding the fiscal year Fiscal Year in respect of which the Effective Date occurs such Annual Bonus is earned (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurslater, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than first March 15 following the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”Fiscal Year). The foregoing provisions of this paragraph (b) 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 shallshall be awarded, for each fiscal year ending during the Employment Period, be entitled to an annual bonus in cash bonus (the "Annual Bonus") opportunity 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 higher of (iA) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary Executive’s highest award or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized awards for any fiscal year consisting under the UNOVA, Inc. Management Incentive Compensation Plan (effective for the 1999 fiscal year and thereafter) or under any predecessor or successor plan or plans which provide for the grant of less than twelve annual cash bonuses or other short-term cash incentive awards during the last three full months fiscal years prior to the Effective Date or with respect (B) the Target Bonus (as that term is defined in the UNOVA, Inc. Management Incentive Compensation Plan) applicable 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 employed for the full duration of the three fiscal years immediately preceding the year in during which the Effective Date occurs, or if the average Management Incentive Compensation Plan is not in effect for such fiscal year, the target bonus or award which the Executive would earn for such year under any plan or arrangement in which the Executive participates or is eligible to participate assuming the attainment of any performance goals or similar criteria to the extent necessary for the Executive to qualify to receive the target award thereunder. The amount which is the higher of the amounts described in clause (A) and clause (B) above is hereinafter called the “Annual Bonus.” Notwithstanding the foregoing, the following additional provisions shall be calculated over applicable to the duration definition of “award” or “awards” or “bonus” or “bonuses” as those terms are used in the preceding paragraph: (1) When made under the UNOVA, Inc. Management Incentive Compensation Plan or any other annual incentive plan which provides that a portion of an annual award shall be deposited in a so-called “Bonus Bank” and shall remain “at risk,” the award or bonus, in such case, shall (except as provided in clause (2) below ) comprise ONLY the portion of the annual award which is paid to the Executive on a current basis and shall NOT include any amount of the award required to be deposited to a Bonus Bank. However, the award or bonus shall also include any amount paid to the Executive as a periodic payment from the Bonus Bank during the year with respect to which the amount was made (but shall not include any payment from the Bonus Bank made solely as a result of termination of employment); (2) The award or bonus for any fiscal year or portion thereof shall include any part of such bonus or award, the payment of which is deferred to a subsequent fiscal year or years at the election of the Executive's employment in ; and (3) In the case of any bonus or award made with respect to a period other than a full fiscal year, the amount of such periodbonus shall not be annualized, and the bonus or award, if it related to more than one fiscal year, shall be prorated so that only the portion thereof attributable to a particular fiscal year shall be counted as part of the total award or bonus for that fiscal year. Each such Any Annual Bonus plus unpaid but due amounts from prior awards plus any amounts payable from a so called Bonus Bank shall be paid in accordance with the applicable plan but in no event later than the end last day of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Employment Period. In no event shall the Executive otherwise elects to defer the receipt forfeit any balance in a Bonus Bank upon termination of such Annual Bonus in accordance with employment for any reason following a deferred compensation plan Change of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsControl.

Annual Bonus. In addition (i) The Board’s compensation committee (the “Compensation Committee”) shall review Executive’s performance at least annually following each calendar year of the Employment Period and cause the Company to Annual Base Salary, upon award Executive such bonus (“Bonus”) as the terms Compensation Committee shall reasonably determine as fairly compensating and subject rewarding Executive for services rendered to the conditions Company and/or as an incentive for continued service to the Company. Subject to the following sentence of this paragraph (bSection 5(b)(i), the Executive shallamount of Executive’s Bonus shall be determined in the sole and absolute discretion of the Compensation Committee and shall depend on, among other things, the Company’s achievement of certain performance levels established from time to time by the Compensation Committee (such performance levels, as from time to time established by the Compensation Committee, the “Performance Levels”), which may (in the sole and absolute discretion of the Compensation Committee) include, without limitation, growth of earnings, funds from operations per share of Company stock, earnings per share of Company stock and Executive’s performance and contribution to increasing the funds from operations. It is anticipated that the Performance Levels will be set for each fiscal calendar year ending during of the Employment PeriodPeriod so that Executive can reasonably be expected to earn a Bonus for such calendar year in an amount equal to 100% of the Base Salary for such calendar year (the “Bonus Target”), be entitled provided that the Company shall pay to Executive an annual cash bonus (Bonus for 2014 of no less than $850,000 reduced pro rata based on the "Annual Bonus"portion of 2014 during which Executive was not employed by the Company. Any Bonus payable to Executive as contemplated by this Section 5(b) opportunity 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 payable fifty percent (50%) in cash and fifty percent (50%) in shares of the Company and its Affiliated CompaniesCompany’s restricted stock, but with such shares to be valued for such purposes at least a price per share equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) the average percentage of his annual base salary Market Value (as defined in effect for Exhibit A attached hereto) of a share of the applicable yearsCompany’s common stock determined as of the date on which the amount of such Bonus is determined by the Compensation Committee (such date, the “Bonus Grant Date”) that was paid or payableand which shares shall vest in equal portions on the first, including by reason second and third year anniversaries of any deferralthe Bonus Grant Date, subject to the Executive then being employed by the Company and its Affiliated Companies hereunder or to such other conditions as an annual bonus (however described, including as annual incentive compensation) for each may apply hereunder. The restricted stock portion of the three fiscal years immediately preceding Bonus is referred to in this Agreement as the fiscal year in which the Effective Date occurs (or, if higher, for each “Bonus Award Restricted Stock.” Each award of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus Bonus Award Restricted Stock shall be annualized for any fiscal year consisting of less than twelve full months or with respect subject 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred an equity compensation plan of the Company and shall be subject to Executive’s execution of a standard Company restricted stock agreement consistent with the terms of this subsection. The Company shall pay the cash portion of any Bonus to Executive on or its Affiliated Companies that complies with Section 409A before March 15th of the Internal Revenue Code calendar year following the calendar year to which such Bonus relates. (ii) Notwithstanding anything contained herein to the “Code”). The foregoing provisions of this paragraph (b) contrary, no Bonus shall be qualified payable hereunder to Executive with respect to any calendar year unless Executive is employed hereunder by the following terms and conditionsCompany as of the last day of such calendar year.

Annual Bonus. In addition to Annual Executive's Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity 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 Period the Company and shall pay Executive, as soon as reasonably practicable but in no event later than 30 days following the Company's receipt of its Affiliated Companiesaudited financial statements for the applicable Fiscal Year, but at least equal to an Annual Bonus in cash for each Fiscal Year which is (a) For the higher of 1998 Fiscal Year, the sum of (i) the percentage obtained by dividing of his targeted annual bonus Base Salary actually paid for the then current fiscal year by his then Annual Base Salary or Gap Period as indicated on Exhibit A with respect to the EBITDA Achievement Ratio for such period; and (ii) the average product of (A) the Annual Bonus Pool for the Gap Period, and (B) the ratio of Executive's Base Salary actually paid for the Gap Period to the total Base Salary actually paid for the Gap Period to the Executive Group (provided, however, that for purposes of this calculation each member of the Executive Group shall be deemed to have received no less than the Base Salary set forth for him in the Employment Agreement executed by him contemporaneously herewith). (b) For the 1999 Fiscal Year and each Fiscal Year thereafter the sum of: (i) the percentage of his annual base salary Base Mary actually paid for such Fiscal Year indicated on E▇▇▇▇it A with respect to the EBITDA Achievement Ratio for such period; and (as in effect ii) the product of: (A) the Annual Bonus Pool, and (B) the ratio of Executive's Base Salary actually paid for such Fiscal Year to the applicable years) that was total Base Salary actually paid or payable, including by reason of any deferral, for such Fiscal Year to the Executive by the Company and its Affiliated Companies as an annual bonus Group (however describedprovided, including as annual incentive compensation) however, that for purposes of this calculation each member of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus Executive Group shall be annualized for any fiscal year consisting of less than twelve full months or with respect deemed to which the Executive was employed for, and have received pro-rated annual incentive compensation with respect to, no less than the full twelve months, and, if Base Salary set forth for him in the Executive has not been employed for the full duration Employment Agreement executed by him contemporaneously herewith). An example of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions operation of this paragraph (b) shall be qualified by the following terms and conditions.Section 3.2 is set forth in Exhibit B.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for For each fiscal year ending during the Employment Period, Executive shall be entitled to an annual cash eligible for participation in the Annual Incentive Plan with a target bonus (the "Annual “Target Bonus"”) opportunity thereunder equal to a percentage no less than one hundred fifty percent (150%) 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 higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Executive’s Salary or (ii) the average percentage of his annual base salary (as in effect for at the applicable years) that was paid or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month beginning of the fiscal year next and which will be prorated for any partial fiscal year based on a fraction, the numerator of which shall be the number of days employed in such partial fiscal year and the denominator of which shall be 365 (or 366 in a leap year); provided, however, that notwithstanding the foregoing, Executive’s Target Bonus for fiscal year 2020 shall be $787,364. The Compensation Committee shall establish and communicate to Executive performance criteria for the Corporation and/or Executive and one or more formula(s) for determining the annual bonus, if any, earned by Executive under the Annual Incentive Plan (the “Annual Bonus”) for each fiscal year. Unless otherwise addressed in Section 2.7, if Executive is employed by the Corporation in good standing on the last day of the applicable fiscal year, Executive will be entitled to receive an Annual Bonus for such year, to the extent earned, in an amount determined in accordance with such formula(s) set by the Compensation Committee based on the actual performance of the Corporation and/or Executive relative to the performance criteria established by the Compensation Committee for that year. Any Annual Bonus due to Executive pursuant to this Section 2.4(b) shall be paid in cash in a lump sum no later than 70 days following the fiscal year for during which Executive’s right to the Annual Bonus vests (or otherwise in a manner compliant with, or exempt from, Code Section 409A). Unless otherwise addressed under Section 2.7, Annual Bonus entitlement (to the extent earned) vests and is fully payable if Executive is employed by the Corporation on the last day of the applicable fiscal year, even if Executive is no longer employed at the time the Annual Bonus is awarded, unless the Executive otherwise elects scheduled to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionspaid.

Annual Bonus. In addition to Annual Base SalaryFor each complete calendar year that Employee is employed hereunder, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, Employee will be eligible for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity 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 higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensationthe “Annual Bonus”) for each with a target amount of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each 100% of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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, Employee’s Base Salary if the Executive has not been employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each applicable targets to achieve such Annual Bonus are met. The performance targets that must be achieved in order to be eligible for certain bonus levels shall be paid no later than established by the end Board (or a committee thereof) annually, in its sole discretion, and communicated to Employee within the first ninety (90) days of the second month of the fiscal applicable calendar year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “CodeBonus Year”). The foregoing provisions Board (or a committee thereof) in setting the Employee’s applicable targets may consider, among other elements, stock price, earnings per share, cash flow, performance against peers, key strategic and operational objectives, business strategy and market conditions. Notwithstanding the foregoing, Employee shall be eligible to receive an annual bonus for 2023 (the “2023 Bonus”) with a target amount of this paragraph 100% of Employee’s Base Salary if the applicable targets to achieve such 2023 Bonus are met. Each Annual Bonus (band the 2023 Bonus), if any, shall be paid in cash or, at Employee’s election, in fully-vested shares of Common Stock. For purposes of calculating the number of fully-vested shares of Common Stock to be granted, if chosen, the Company will use the VWAP of the Common Stock for the final thirty (30) Business days of the relevant Bonus Year. Each Annual Bonus (and the 2023 Bonus) shall be qualified paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than March 15 following the end of such Bonus Year (or, for the 2023 Bonus, no later than March 15, 2024). Notwithstanding anything in this Section 3(b) to the contrary, no Annual Bonus (or the 2023 Bonus), if any, nor any portion thereof, shall be payable for any Bonus Year unless Employee remains continuously employed by the following terms and conditionsCompany from the Effective Date through the date on which such Annual Bonus or 2023 Bonus is paid.

Annual Bonus. In addition to The Executive shall be paid an annual cash performance bonus (an “Annual Base Salary, upon the terms and subject to the conditions Bonus”) in respect of this paragraph (b), the Executive shall, for each fiscal calendar year ending that ends during the Employment Period, to the extent earned based on performance against objective and reasonably attainable performance criteria. The performance criteria for any particular calendar year shall be entitled determined in good faith by the Committee no later than ninety (90) days after the commencement of such calendar year and, in any event, shall be substantially consistent with the performance criteria applicable to an annual cash bonus other senior executives of the Company for the applicable year. The Executive’s target Annual Bonus for a calendar year shall equal 169% of his Annual Base Salary (the "Annual “Target Bonus"”) opportunity equal for that year if target levels of performance for that year are achieved, with greater or lesser amounts (including zero) paid for performance above and below target (such greater and lesser amounts to be determined by a percentage formula established by the Committee for that year, consistent with past practices, when it establishes the targets and performance criteria for that year), and with a maximum bonus no greater than 225% of his Annual Base Salary. Such percentage The Executive’s Annual Bonus for a calendar year shall be substantially consistent with determined by the targeted percentages generally awarded Committee after the end of the calendar year and shall be paid to the Executive when annual bonuses for that year are paid to other peer senior executives of the Company and its Affiliated Companiesgenerally, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each no event later than March 15 of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awardedcalendar year, unless the Executive otherwise elects shall elect to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan pursuant to an arrangement implemented by the Employer that meets the requirements of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In carrying out its functions under this Section 2(b)(ii), the Committee shall at all times act reasonably and in good faith, and shall consult with Executive to the extent appropriate. The foregoing provisions of this paragraph (b) Annual Bonus shall be qualified paid in cash, fully vested and freely transferable shares of common stock of FR (“Common Stock”) or LTIP Units (as hereinafter defined), or a combination thereof, as determined by the following terms and conditionsCommittee provided that the percentage of the Executive’s Annual Bonus paid in equity shall not be greater than that of other senior executives generally.

Annual Bonus. In addition to Annual Base Salary, upon For each complete fiscal year of the terms and subject to the conditions of this paragraph (b)Employment Term, the Executive shall, for each fiscal year ending during the Employment Period, shall be entitled eligible to receive an annual cash bonus (the "“Annual Bonus") ”). As of the Effective Date, the Executive’s annual target bonus opportunity shall be equal to a percentage eighty percent (80%) of his Base Salary (the “Target Bonus”), based on the achievement of Company target performance goals established by the Board or the Compensation Committee; provided that, depending on results, the Executive’s actual Annual Bonus, if any, may be higher or lower than the Target Bonus, as determined by the Board or Compensation Committee. If the Company achieves superior performance goals established by the Board or Compensation Committee, then the Executive shall be eligible to receive an Annual Bonus up to one hundred sixty percent (160%) of Base Salary; provided further that, if the Company does not achieve annual target performance goals established by the Board or Compensation Committee but achieves threshold performance goals established by the Board or Compensation Committee, then the Executive shall be eligible to receive an Annual Bonus no less than forty percent (40%) of Base Salary. Such percentage If threshold performance goals are not achieved, then the Executive shall not receive an Annual Bonus for such fiscal year. For the period beginning on the Effective Date and ending on the last day of the applicable fiscal year, the Executive shall be substantially consistent with eligible to receive a prorated Annual Bonus (calculated as the targeted percentages generally awarded to other peer executives Annual Bonus that would have been paid for the entire fiscal year multiplied by a fraction, the numerator of the Company and its Affiliated Companies, but at least which is equal to the higher number of days the Executive worked in the applicable fiscal year, and the denominator of which is equal to the total number of days in such year). (a) The Annual Bonus, if any, will be paid within two and a half (2.5) months after the end of the applicable fiscal year. (b) Except as otherwise provided in this Section 4.2, (i) the percentage obtained by dividing his targeted Annual Bonus will be subject to the terms of the Company annual bonus for the then current fiscal year by his then Annual Base Salary or plan under which it is granted and (ii) the average percentage of his annual base salary (as in effect for the applicable years) that was paid or payableorder to be eligible to receive an Annual Bonus, including by reason of any deferral, to the Executive must be employed by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each on the last day of the three applicable fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsyear.

Annual Bonus. In addition (a) Executive shall be eligible to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for each fiscal year ending during the Employment Period, be entitled to earn an annual cash bonus (the "Annual Bonus") opportunity equal to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent in accordance with the targeted percentages generally awarded to other peer executives of the Company and its Affiliated Companies, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) terms hereof for each of Fiscal ------------ Year which begins during the three fiscal years immediately preceding Employment Period. (b) The WKI Board or the fiscal year in which the Effective Date occurs Compensation Committee, as applicable, (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurscollectively, the average "Board or Committee") shall be calculated over establish written ------------------ performance goals, the duration achievement of which will determine the amount of the Executive's employment annual bonuses for the 2003 Fiscal Year and later Fiscal Years that end during the Employment Period. In the case of the 2003 Fiscal Year, performance goals shall be set by the Board or Committee as soon as practicable after the Agreement Date. Performance goals for other Fiscal Years shall be established annually by the Board or Committee, after consultation with the Executive, within ninety (90) calendar days after the first day of the applicable Fiscal Year. If Executive achieves the target level of such performance goals (the "Target Annual Goals"), as determined ------------------- by the Board or Committee, his Annual Bonus for that Fiscal year shall be equal to fifty percent (50%) (the "Target Percentage") of ----------------- Executive's Base Salary (the "Target Annual Bonus"). If Executive ------------------- achieves the maximum level of such performance goals ("Maximum ------- Annual Goals") for any such Fiscal Year, as determined by the Board ------------ or Committee, his Annual Bonus for that Fiscal Year shall be one hundred percent (100%) (the "Maximum Percentage") of Executive's ------------------ Base Salary (the "Maximum Annual Bonus"). The Annual Bonus for any -------------------- Fiscal Year may exceed the Maximum Annual Bonus at the discretion of the Board or Committee. The Target Percentage and the Maximum Percentage may be increased by the Board or Committee, from time to time, but may not be decreased below the above specified percentages of Executive's Base Salary without the express written consent of Executive. If Executive achieves a level of performance which falls between the Target Annual Goals and the Maximum Annual Goals, linear interpolation shall be applied to determine Executive's Annual Bonus for such year. Notwithstanding the foregoing, for the 2003 Fiscal Year, Executive's Target Annual Bonus shall be equal to fifty percent (50%) of Executive's Base Salary (or $137,500). Executive shall be guaranteed an Annual Bonus for the 2003 Fiscal Year of not less than $68,750, provided he remains actively employed by the Company through December 31, 2003. (c) Except as described in the following sentence, the Company shall pay the entire Annual Bonus that is payable with respect to a Fiscal Year in a lump sum cash payment as soon as practicable after the Board or Committee determines whether and the degree to which Maximum Annual Goals or Target Annual Goals have been achieved following the close of such periodFiscal Year. Each Any such Annual Bonus shall in any event be determined and paid no later than within ninety (90) calendar days after the end of the second month of Fiscal Year; provided, however, that the fiscal year next following the fiscal year for which the guaranteed $68,750 Annual Bonus is awarded, unless for the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) 2003 Fiscal Year shall be qualified by the following terms and conditionspaid on January 2, 2004.

Annual Bonus. In addition Following the Effective Time, EMPLOYEE shall be eligible to Annual Base Salaryparticipate in EMPLOYER'S Management Incentive Plan ("MIP") or, upon at the terms and subject election of EMPLOYER, in a new or equivalent annual bonus plan established by EMPLOYER having a similar structure to the conditions MIP providing for payment of this paragraph (b), the Executive shall, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual BonusBonus Plan"), but in either case with thresholds and triggering events for payment based on the achievement of HARVEYS annual budget and other business plan targets to be determined by the Board following the Effective Date. EMPLOYEE's maximum annual bonus under the Annual Bonus Plan shall not be less than $240,000. Notwithstanding the foregoing, the following provisions shall apply with respect to EMPLOYEE'S participation in the Annual Bonus Plan with respect to fiscal 1999: (a) opportunity On the date hereof, EMPLOYER shall pay to EMPLOYEE a lump sum amount in cash equal to a percentage 25% of his EMPLOYEE'S maximum bonus under the Annual Base SalaryBonus Plan for fiscal 1999, which lump sum amount EMPLOYER and EMPLOYEE acknowledge and agree to be $73,750 (the "Advance"). Such percentage EMPLOYEE hereby acknowledges receipt of the Advance. (b) Following the end of fiscal 1999, the Board shall determine EMPLOYEE'S bonus under the Annual Bonus Plan in the ordinary course using the financial targets established by the Board prior to the date hereof, without regard to the Advance (the "Overall 1999 Bonus Entitlement"). On the date bonuses under the Annual Bonus Plan are paid generally to employees with respect to fiscal 1999, EMPLOYEE shall be substantially consistent with the targeted percentages generally awarded entitled to other peer executives of the Company and its Affiliated Companies, but at least receive an annual bonus payment equal to the higher excess, if any, of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or EMPLOYEE'S Overall 1999 Bonus Entitlement over (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each amount of the three fiscal years immediately preceding Advance. In the fiscal year in which event the Effective Date occurs (orAdvance shall be greater than the Overall 1999 Bonus Entitlement, if higher, for each EMPLOYEE shall have no obligation to repay any portion of the three fiscal years immediately preceding the fiscal year in which a Change of Control occursAdvance to EMPLOYER, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) and no portion of the preceding sentence, an annual bonus Advance shall be annualized for any fiscal year consisting of less than twelve full months or offset against amounts otherwise payable to EMPLOYEE under the Annual Bonus Plan with respect to which subsequent fiscal years. However, in the Executive was employed forevent EMPLOYEE'S employment is terminated by EMPLOYER without Cause or by EMPLOYEE for Good Reason prior to December 31, and received pro-rated annual incentive compensation with respect to1999, less than the full twelve months, and, if the Executive has not been employed for the full duration amount of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average Advance shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive offset dollar-for-dollar against amounts otherwise elects payable to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with EMPLOYEE under Section 409A of the Internal Revenue Code (the “Code”4.02(a). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditions.

Annual Bonus. Executive shall be entitled to bonus payments from the Company as follows: (a) Notwithstanding any terms of any applicable plan to the contrary, for the fiscal year that ended immediately prior to Executive's Date of Termination, but for which no annual bonus payments have been paid as of his Date of Termination, Executive shall receive a bonus calculated using the actual results for all performance criteria for such fiscal year. Such amount shall be paid (subject to withholding of all applicable taxes) on (i) the date of the Change in Control if Executive's employment is terminated within six (6) months prior to the Change in Control or (ii) Executive's Date of Termination if Executive's employment is terminated on or within eighteen (18) months following the date of the Change in Control. (b) For the fiscal year during which Executive's Date of Termination occurs, and provided Executive's Date of Termination occurs after June 30th of such fiscal year, Executive shall receive a prorated bonus (based on the number of days that he was employed during such fiscal year), calculated as if Executive's target award level (including any personal performance component) under the Company's annual incentive plan had been achieved for such year. Such amount shall be paid (subject to withholding of all applicable taxes) on (i) the date of the Change in Control if Executive's employment is terminated within six (6) months prior to the Change in Control or (ii) Executive's Date of Termination if Executive's employment is terminated on or within eighteen (18) months following the date of the Change in Control. (c) In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph bonus payment payable under subsections (a) and/or (b)) above, the if any, Executive shall, for each fiscal year ending during the Employment Period, shall be entitled to an annual cash additional bonus (the "Annual Bonus") opportunity 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 amount equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required bonuses paid to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or him 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 employed for the full duration of the three two (2) fiscal years immediately in which annual bonuses were paid to Executive most recently preceding the year in which his Date of Termination occurs (counting the Effective bonus, if any, payable under subsection (a) above), multiplied by two (2). If a bonus was not paid to Executive in any two (2) such prior years, for purposes of calculating Executive's average bonus, an amount equal to Executive's potential bonus for the fiscal year during which Executive's Date of Termination occurs, calculated as if Executive's target award level (including any personal performance criteria) under the average Company's annual incentive plan had been achieved for such year, shall be calculated over used for any missing year(s). Such bonus amount shall be paid (subject to withholding of all applicable taxes) in thirty-six (36) equal monthly payments beginning on (i) the duration date of the Change in Control if Executive's employment is terminated within six (6) months prior to the Change in such period. Each such Annual Bonus shall be paid no later than Control or (ii) Executive's Date of Termination if Executive's employment is terminated on or within eighteen (18) months following the end date of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus Change in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsControl.

Annual Bonus. In addition (a) Subject to Section 3.3(e), Executive shall be eligible to receive an annual bonus (“Annual Bonus”) for each full calendar year beginning on or after January 1, 2011 that he is employed with the Company during the Term (each such calendar year, a “Bonus Year”) in which the Company achieves certain targets as set forth by the Compensation Committee, and the amount of such bonus shall have a target range of 100% to 150% of Executive’s Base SalarySalary for the applicable Bonus Year; provided that, upon for the terms avoidance of doubt, Executive shall not be entitled to an Annual Bonus for any Bonus Year, unless the Compensation Committee determines otherwise, in which the Company does not achieve such targets, as determined by the Compensation Committee and provided, further, that Executive shall not be entitled to any Annual Bonus if Executive is terminated by the Company for Cause prior to the date of payment of such Annual Bonus. The Annual Bonus will be paid between January 1 and March 15 of the calendar year immediately following the Bonus Year (the “Payment Date”); provided, however, that if the Company’s accountants have not delivered the audited financial statements for such Bonus Year prior to the Payment Date, the Company may delay the Payment Date until the earlier to occur of (i) three (3) days following the Company’s receipt of such Bonus Year’s audited financial statements and (ii) June 30 of the calendar year immediately following the Bonus Year. The Company shall use its best efforts to ensure delivery of its audited financial statements for each Bonus Year on or before March 15 of the following calendar year. Each Bonus Year during the Term, the Compensation Committee will review the structure of the targets provided by it for the preceding Bonus Year and establish the targets for the Bonus Year as it deems appropriate. (b) For the calendar year beginning on January 1, 2010, Executive shall be eligible to receive an annual bonus (the “EBITDA Bonus”) as set forth in, and subject to the terms and conditions of, the Prior Employment Agreement as in effect immediately prior to the Effective Date, which terms are set forth on Exhibit “B” to this Agreement and incorporated into this Agreement as if fully set forth herein. (c) In addition to the Annual Bonus, Executive shall be eligible to additional incentive bonus compensation in the sole discretion of this paragraph the Board, sitting without Executive (bthe “Discretionary Bonus” and together with the Annual Bonus and any Registration Statement Bonus (defined below), the “Bonuses”). The frequency, amount, and payment terms of any Discretionary Bonus shall be left to the exclusive discretion of the Board (sitting without Executive). (d) In addition to the Annual Bonus, in the event that the Shelf Registration Statement is declared effective by the SEC on or prior to June 29, 2011, Executive shall, for each fiscal year ending during the Employment Period, be entitled to will receive an annual cash additional bonus (the "Annual “Registration Statement Bonus"”) opportunity equal in the amount of $125,000. Any Registration Statement Bonus will be paid as soon as practicable but in no event later than 30 days following the effective date of the Registration Statement. (e) Notwithstanding anything to the contrary in Section 3.3(a), if the Company does not make an initial filing of a percentage shelf registration statement (the “Shelf Registration Statement”) registering the resale of his Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded to other peer executives shares of the Company’s common stock that are “Registerable Shares” (as defined in that certain Registration Rights Agreement dated December 23, 2010 by and between the Company and its Affiliated Companiesthe other parties thereto) on or prior to March 31, but at least equal 2011, other than as a result of the Commission being unable to the higher of accept such filings (i) the percentage obtained by dividing his targeted annual bonus for the a “Registration Default”), then current fiscal year by his then Annual Base Salary or (ii) the average percentage of his annual base salary (as in effect for the applicable years) that was paid or payableExecutive, including by reason of any deferral, to the Executive if employed by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensationat any time is owed a Bonus under Section 3.3(a) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (iior 3.3(c) of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or this Agreement with respect to which services performed by Executive in 2011 (a “Subject Bonus”), shall forfeit 50% of the Executive was employed foramount that would otherwise be payable to him as such Subject Bonus, and received pro-rated annual incentive compensation with respect to, less than the full twelve months, and, if the Executive has not been employed for the full duration shall thereafter forfeit an additional 10% of the three fiscal years immediately preceding amount that would otherwise be payable to him as such Subject Bonus for each complete calendar month any such Registration Default continues after March 31, 2011 until the year in which the Effective Date occursShelf Registration Statement is filed. The Company and Executive each acknowledges and agrees that that no bonuses, the average compensation, awards, equity compensation or other amounts shall be calculated over payable or granted in lieu of or to make Executive whole for any such forfeited bonuses and that this Section 3.3(e) provides the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of exclusive remedy as between the Company or its Affiliated Companies that complies with Section 409A and Executive in respect of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditionsany Registration Default.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shallshall be awarded, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus"; which shall include, without limitation, any other annual cash bonus plan or program provided to Executive such as, Short Term Incentive Plan or any other similar plan) opportunity 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 in cash at least equal to the higher greater of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (iia) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive was has been employed for, and received pro-rated annual incentive compensation with respect to, by the Company for less than twelve full months) bonus (the full twelve months"Average Annual Bonus") paid or that has been earned and accrued, and, if but unpaid to the Executive has not been employed for by the full duration Company and its affiliated companies in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, (b) the average shall be calculated over Annual Bonus paid for the duration fiscal year immediately preceding the Effective Date, or (c) the maximum target bonus if the Company achieves target as determined in accordance with the terms of the Executive's employment in Company’s bonus plans for senior executives for the fiscal year immediately preceding the Effective Date (the “Target Bonus”; the greater of clauses (a), (b) or (c) to be referred to as the “Highest Annual Bonus”) and shall not be reduced for the application of the Compensation Committee’s discretion to reduce such periodbonus or bonus funding, or increased to reflect additional amounts that may be paid or payable if the Company exceeds target. Each such Annual Bonus shall be paid no later than the end 15th day of the second third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects shall elect to defer the receipt of such Annual Bonus in accordance with a deferred compensation pursuant to any nonqualified plan of the Company Company. Notwithstanding anything herein to the contrary, any portion of Annual Base Salary or its Affiliated Companies that complies with Section 409A of Annual Bonus electively deferred by the Internal Revenue Code Executive pursuant to a qualified or a non-qualified plan including, but not limited to, the Hologic, Inc. Deferred Compensation Plan or any successor thereto (the “CodeDCP”). The foregoing provisions of this paragraph (b) shall be qualified included in determining the Annual Base Salary, Annual Bonus and the Average Annual Bonus. If the fiscal year of any successor to this Agreement, as described by Section 11(c) herein, is different than the Company’s fiscal year at the time of the Change of Control, then the Executive shall be paid (i) the Annual Bonus that would have been paid upon the end of Company’s fiscal year ending after the Change of Control, and (ii) a pro-rata Annual Bonus for any months of service performed following terms the end of the Company’s fiscal year, but prior to the first day of the successor’s fiscal year immediately following the Change of Control. The Annual Bonuses thereafter shall be based on the successor’s first full fiscal year beginning after the Change of Control and conditionssuccessive fiscal years thereafter. “Pro Rata Bonus" shall mean an amount equal to the Bonus Amount (average of the Annual Bonuses paid or that has been earned and accrued, but unpaid during the three full fiscal years ended prior to the Date of Termination) multiplied by a fraction the numerator of which is the number of months worked in the fiscal year through the Date of Termination and the denominator of which is 12. Any partial months shall be rounded to the nearest whole number using normal mathematical convention.

Annual Bonus. In addition a. For each fiscal year during the Term, at the full and sole discretion of Employer, Executive shall be eligible to Annual receive an annual bonus of up to 100% of Executive’s Base Salary, based upon achievement of corporate and individual performance criteria to be determined by Employer in its sole discretion (“Annual Bonus”). The funding of the terms and Annual Bonus is subject to and wholly dependent upon approval by the conditions Compensation Committee (“CCLG”) of this paragraph (b), the Executive shall, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus Board of Directors (the "Annual Bonus"“Board”) opportunity 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 higher of Lions Gate Entertainment Corp. (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date“Lions Gate”). For the purposes avoidance of any calculation required to be made under clause (ii) of the preceding sentencedoubt, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such ’s first Annual Bonus shall under this Agreement will be paid no later than the end of the second month of for the fiscal year next following beginning April 1, 2023 and ending March 31, 2024, but will be prorated to encompass the fiscal year for which beginning of the Term. Executive understands and acknowledges that Employer does not have control over whether the CCLG approves the Annual Bonus recommended by Employer. Any and each Annual Bonus is not earned or owed until the date it is actually paid. For this reason, to be eligible to receive an Annual Bonus, Executive must be employed with Employer on the date the Annual Bonus is awardedpaid. b. Notwithstanding the foregoing, unless with respect to the last fiscal year of Employer during which the Term expires (i.e., the fiscal year ending on March 31, 2026), provided Executive otherwise elects is still employed hereunder through December 31, 2025 and is not in uncured, material breach of this Agreement, Executive shall be entitled to defer the receipt receive a prorated portion of such any Annual Bonus in accordance with a deferred compensation plan for such fiscal year to which she would otherwise be entitled based on the number of days worked out of the Company or its Affiliated Companies that complies with total number of days in such fiscal year regardless of whether she is employed by Employer on the date of payment thereof. c. Notwithstanding anything to the contrary herein, if Executive is entitled to receive a Severance Pay Amount pursuant to Section 409A 4.1, Executive shall be entitled to receive a prorated Bonus for such fiscal year based on the number of days worked out of the Internal Revenue Code (the “Code”). The foregoing provisions total number of days in such fiscal year. d. Nothing in this paragraph (b) Agreement shall be qualified by construed to guarantee the following terms and conditionspayment of any Annual Bonus to Executive.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject Subject to the conditions approval of this paragraph the Compensation Committee of the Board of Directors of the Company (bthe “Committee”), the Executive shall, for each fiscal year ending during the Employment Period, Employee shall be entitled to an annual cash bonus (the "“Annual Bonus"”) opportunity equal to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with each year during the targeted percentages generally awarded to other peer executives Employee’s employment based on the Employee’s achievement on the performance of the Company balance sheet portfolio and its Affiliated Companies, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive individual performance goals established by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each Employee at the start of the three fiscal years immediately preceding year. Except as otherwise set forth in this Section 2.3 and in Sections 4.3 and 4.4 below, the fiscal year Employee must remain employed with the Company on the Annual Bonus payment date (defined below) in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required order to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized eligible to receive any Annual Bonus for any that 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such periodyear. Each such Any Annual Bonus shall be payable to the Employee when annual bonuses are normally paid no later than to employees of the Company following the end of the second month relevant fiscal year, but in no event later than December 31st of the calendar year next following the end of the fiscal year next following the fiscal year for to which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such relates (“Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “CodePayment Date”). The foregoing provisions Notwithstanding the foregoing, in the event of this paragraph (b) a Change in Control prior to the payment of an Annual Bonus for any fiscal year, the Annual Bonus for that fiscal year shall be qualified paid to the Employee upon the occurrence of the Change in Control. Subject to availability and regulatory considerations, if elected, if elected, the Employee will be allowed to receive the Annual Bonus paid in GLDY. Notwithstanding anything to the contrary herein, any Annual Bonus and other incentive compensation paid to the Employee shall be subject to any clawback or recoupment policy adopted by the following terms Company, including any policy adopted to comply with applicable law or stock exchange listing requirements, including without limitation the requirements of Section 954 of the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and conditionsConsumer Protection Act and any rules or regulations promulgated thereunder, and the Employee agrees to promptly return any amounts subject to recovery under any such policy.

Annual Bonus. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shallshall be awarded, for each fiscal year ending during the Employment Period, be entitled to Period an annual cash bonus (the "Annual Bonus") opportunity 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 higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) 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 deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall 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 employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditions.. If (A) 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 (C) 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