Common use of Annual Bonus Clause in Contracts

Annual Bonus. In addition to 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 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the 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 to the 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 eligible 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 completed of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of employment during the Term (“Annual Bonus”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). The terms 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 initial 's employment in such period. Each such Annual Bonus are as set forth on Exhibit B to this Agreement, and shall be paid no later than the terms end of the Annual Bonus for subsequent years shall be determined by the Board, upon the recommendation second month of the Board’s Compensation Committee fiscal year next following the fiscal year 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and unless the Executive is entitled otherwise elects to receive payment defer the receipt of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable 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 Section 2(bparagraph (b) shall be paid to Executive no later than March 15th of qualified by the calendar year following the 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 Combinationterms and conditions.

Annual Bonus. In addition With respect to each Fiscal Year that ends during the Base SalaryTerm, commencing with Fiscal Year 2012, the Executive shall be eligible for to receive an annual cash bonus for each completed fiscal year of employment during (the Term (“Annual Bonus”) based upon Company annual EBITDA and/or other financial and non-financial performance targets (the “Performance Targets”). The terms , 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 Executive’s initial Annual Bonus are April 6, 2012, among the Company, the Guarantors (as set forth on Exhibit B to this Agreementdefined therein) party thereto, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., and the terms other parties thereto, as amended from time to time (the “Credit Agreement”)), is determined for purposes of the Credit Agreement. The amount of the Annual Bonus for subsequent years shall be determined by the Board, based upon the recommendation Company’s attainment 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 Performance Targets, as determined by the Board and recommended by (or any authorized committee of the Board’s Compensation Committee and such other factors as the Compensation Committee, in its discretion, deems relevant (provided, however, if pursuant ). Notwithstanding anything herein to the listing requirements 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 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 such Fiscal Year shall be set or approved in accordance with such requirements)no less than the Target Total Compensation for the immediately preceding Fiscal Year. Unless otherwise agreed by the Parties and subject to Section 4(c)(ii)See Exhibit A for actual historical Annual Base Salary, if an target Annual Bonus is awarded, and Target Total Compensation. Each such Annual Bonus shall be deemed “earned” and Executive is entitled payable within thirty (30) days following the completion of the audited financials for the Fiscal Year to receive payment of which such Annual Bonus only if 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 Department of Treasury Regulations. Notwithstanding the foregoing, except as set forth in Article V, no bonus shall be payable with respect to any Fiscal Year unless the Executive is remains continuously employed by with the Company during the period beginning on the date 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 paid. Any Annual Bonus for any applicable fiscal year will be payable pursuant to a “qualified performance-based compensation” bonus plan that has been approved by the stockholders of the Company in accordance with this the provisions for such approval under Section 2(b162(m) shall be paid to Executive no later than March 15th of the calendar year following Code and the year to which it relates. regulations promulgated thereunder, and on the basis of the Executive’s Annual Bonus for 2025 (to or the extent earnedCompany’s attainment of objective financial or other operating criteria established by the Compensation Committee in its sole good faith discretion and in accordance with Section 162(m) will be prorated to reflect the portion of the year from Code and the Closing of the Business Combinationregulations promulgated thereunder.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be eligible awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s target annual bonus under the Company’s Annual Incentive Bonus Program, or any comparable bonus under any predecessor or successor plan, for each completed the fiscal year in which the Change of employment during Control Date occurs, which shall be calculated as follows: (A) the Term target bonus percentage as established by the Board prior to the Change of Control Date for the fiscal year in which the Change of Control Date occurs, multiplied by (B) the Executive’s Annual Base Salary (the “Recent Annual Bonus”). The terms In the event that, prior to the Change of Control Date, the Executive’s initial target bonus percentage has not been established by the Board under the Annual Incentive Bonus are as set forth on Exhibit B to Program or any comparable bonus under any predecessor or successor plan, then for purposes of this Agreement, the Executive’s Recent Annual Bonus shall be calculated by using the target bonus percentage for the other executives in the Executive’s peer group (determined based on title, responsibilities and duties) who are parties to a Key Employee Change of Control Contract with the terms Company. Such Annual Bonus shall be paid no later than January 31 of the Annual Bonus fiscal year next following the fiscal year for subsequent years shall be determined by the Board, upon the 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus unless the Executive shall be deemed “earned” and Executive is entitled elect to receive payment defer the receipt of such Annual Bonus only if Executive is employed in accordance with procedures established by the Company on that comply with the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this requirements of Section 2(b) shall be paid to Executive no later than March 15th 409A of the calendar year following Internal Revenue Code of 1986, as amended (the 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“Code”).

Annual Bonus. In addition (a) ILG will be responsible for establishing, or causing Vistana to establish, effective as of the Closing Date, a bonus program in which Vistana Employees who participated in Starwood’s Annual Incentive Plan or any other bonus or incentive compensation plan or program maintained by Starwood, Vistana or any of their Affiliates (the “Starwood AIP”) immediately prior to the Base Salary, Executive shall be eligible for an annual bonus for each completed fiscal year of employment during Closing Date will participate effective on the Term Closing Date (the “Annual BonusILG AIP”). 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 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 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 on upon the achievement of the performance objectives and/or 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 criteria information necessary to enable ILG to meet its obligations under this Section 2.04(a). (b) 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 determined by of the Board and recommended by the Board’s Compensation Committee and such other factors as the Compensation Committee, in its discretion, deems relevant (Effective Time; provided, however, that, if pursuant 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 listing requirements date that such payment is to be made to the applicable Vistana Employee, the amounts payable in respect of such cash payments, including all applicable withholding amounts and the employer’s portion 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the 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 Combinationemployment taxes.

Annual Bonus. In addition to For each complete year that Executive is employed with the Base SalaryCompany hereunder during the Term (each such year, a “Bonus Year”), Executive shall be eligible for to receive an annual cash bonus for each completed fiscal year of employment during the Term 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 “Compensation Committee”) for that Bonus Year (generally and collectively, the “STI Performance Plan”). The terms Unless otherwise established by the Board or the Compensation Committee, the incentive opportunity available to Executive shall be based on a target value of 65% of the annualized rate of Executive’s initial Annual Bonus are as set forth on Exhibit B Effective Base Salary in effect at the time of determination. Notwithstanding the foregoing, (i) unless the Compensation Committee determines otherwise, Executive shall not be entitled to this Agreement, and the terms any payment of the an Annual Bonus for subsequent years shall be determined by any Bonus Year in which the Board, upon Parent does not achieve the recommendation of the Board’s Compensation Committee for each such subsequent year of employment as vesting requirements and other conditions set forth herein. Executive understands and agrees that this Agreement does not guarantee in 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 applicable STI Performance Plan, as determined by the Board and recommended by the Board’s Compensation Committee and such other factors as in its sole discretion; (ii) the actual amount of each Annual Bonus, if any, paid to Executive is subject to determination in the sole discretion of the Compensation Committee, in its discretion, deems relevant ; (provided, however, iii) Executive shall not be entitled to any Annual Bonus if pursuant Executive’s employment under this Agreement is terminated by the Company for Cause prior to the listing requirements date 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus; and, (iv) subject to the exceptions set forth herein, Executive shall not be entitled to any Annual Bonus only for 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 Annual Bonus, if any, will be approved in connection with the finalization of the Parent’s annual financial statements for the 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 following the applicable Bonus Year. The Compensation Committee may, in its sole discretion, determine that up to 50% of the value of any Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid in equity of the Parent and the remainder of such Annual Bonus be paid in 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 STI Performance Plan and the target value of the incentive opportunity (“Effective STI Bonus Target”) provided to Executive no later than March 15th of for the calendar year following the year to which Bonus Year as 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 Combinationdeems appropriate.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, an annual bonus for each completed fiscal year of employment during (the Term (“Annual Bonus”) in cash under the Company’s annual incentive compensation plans, as may be in effect from time to time (the “Annual Incentive Plans”). The terms of For each fiscal year ending during the Employment Period, (a) the Executive’s initial target bonus opportunity under such Annual Bonus are Incentive Plans shall at least equal the Executive’s target bonus under the Annual Incentive Plans for the year in which the Effective Date occurs (or if a target bonus for such year has not been established as set forth on Exhibit B to this Agreement, and the terms of the Annual Bonus Effective Date, the Executive’s target bonus for subsequent years shall be determined by the Boardyear immediately preceding the year in which the Effective Date occurs) (the “Recent Target Bonus”), upon the 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 (b) any Annual Bonus and that performance goals or other criteria used to determine the actual Annual Bonus payable will earned shall not be based on substantially less favorable to the achievement of Executive than any such performance objectives and/or goals 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 with respect to the listing requirements of any securities exchange on Annual Bonus as applicable for the year in which the Company’s securities are then listedEffective Date occurs (or if performance goals for such year have not been established as of the Effective Date, Executive’s compensationthe 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, including any bonus compensation, must be set or approved in a different manner, Executive’s compensation the exercise of negative discretion under the Annual Incentive Plans shall be set or approved no greater than the exercise of such discretion for the year immediately preceding the year in accordance with which the Effective Date occurs. Each such requirements). Unless otherwise agreed by Annual Bonus shall be paid, to the Parties extent earned, no later than two and subject to Section 4(c)(ii), if an a half months after the end of the fiscal year for which the Annual Bonus is awarded, such Annual Bonus unless the Executive shall be deemed “earned” and Executive is entitled elect to receive payment defer the receipt of such Annual Bonus only if Executive is employed by pursuant to an arrangement that meets the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this requirements of Section 2(b) shall be paid to Executive no later than March 15th 409A of the calendar year following the 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 CombinationCode.

Annual Bonus. In addition Employee will be eligible to earn an annual cash bonus, based upon the achievement of certain targets and goals to be established annually by the Company, equal to the Base Salary, Executive shall percentage of Employee’s aggregate Monthly Salary earned during such year and to be eligible for an annual bonus for each completed fiscal year of employment during paid as set forth in Exhibit C attached hereto (the Term (“Annual Bonus”). The Bonus amount shall be subject to review and may be adjusted based upon the Company’s normal performance review practices. The bonus shall be determined in accordance with and subject to the terms and conditions of Executive’s initial Annual Bonus are as set forth on Exhibit B to this Agreement, the Compensation Policy and the individual bonus policy attached hereto as Exhibit C (the “Bonus Policy”), provided that such Bonus Policy may be adjusted from time to time by the Board in its sole discretion. Bonuses will become earned and payable to you in accordance with terms of the Annual Bonus for subsequent years Policy, provided that in no event will any bonus be paid to you after the later of (i) the fifteenth (15th) day of the third (3rd) month following the close of the Company’s fiscal year in which such bonus is earned or (ii) March 15 following the calendar year in which such bonus is earned. Nothing in this clause shall be determined by the Boardconstrued as Company’s commitment to Employee to grant any bonus payments at any time, upon the recommendation of the Board’s Compensation Committee for each such subsequent year of employment other than as explicitly set forth herein. Executive understands and agrees that this Agreement does Any bonus grant shall not guarantee the payment form any commitment to Employee of any Annual Bonus and that kind. Moreover, Employee waives any claim to custom regarding the actual Annual Bonus payable will be based on bonus. For the achievement avoidance 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 Committeeany doubt, in its discretion, deems relevant (provided, however, if any bonus granted pursuant to this clause will not form part of Employee’s social benefits and will not be taken into account for the listing requirements purpose of calculating the allocations to the pension insurance, Employee’s social rights and other benefits of any securities exchange on which the Company’s securities are then listedkind, 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the 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 Combinationas applicable.

Annual Bonus. In addition to the Base Salary, The Executive shall also be eligible for to receive an annual incentive bonus from the Company for each completed fiscal year of employment the Company during the Term (“Annual Bonus”). The terms term of Executive’s initial Annual Bonus are as set forth on Exhibit B to this Agreement, and in an amount up to 100 percent of his annual base salary in effect on the terms last day of the Annual Bonus for subsequent years shall year, with the actual amount of such bonus to be determined by the Compensation Committee of the Company's Board, upon the 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 Company's achievement of such performance objectives and/or measures as the Committee deems to be appropriate. If, for any fiscal year of the Company, the annual bonus anticipated to be payable for such fiscal year, when added to the Executive's base salary and other criteria as remuneration from the Company for such fiscal year, is expected to cause the total remuneration to the Executive for such fiscal year to exceed $1,000,000, the Company's Compensation Committee shall follow the following procedures with respect to the performance-based portion of the bonus payable for such fiscal year: (1) The performance goals for such bonus shall be determined and approved by the Board and recommended by the Board’s Compensation Committee of the Board of the Company, which for this purpose, shall be compromised solely of two or more outside directors, during the first sixty (60) days of such fiscal year; (2) The material terms under which such annual bonus is to be paid, including the performance goals, shall be disclosed to shareholders and approved by a majority of the vote in a separate shareholder vote before payment of such other factors as bonus is made; (3) Before any payment of such annual bonus, the Compensation Committee, Committee of the Board referred to above must certifies that the performance goals and any other material terms were in its discretion, deems relevant (provided, however, if pursuant fact satisfied. The provisions of this paragraph are intended 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 comply with and shall be set or approved interpreted in accordance with such requirements). Unless otherwise agreed the requirements of Section 162(m) of the Internal Revenue Code, and accordingly, if the Compensation Committee of the Board follows the foregoing requirements and the annual bonus is disapproved by the Parties and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment Compensation Committee of such Annual Bonus only if Executive is employed by the Company on Board or the date the Annual Bonus is paid. Any Annual Bonus payable shareholders in accordance with this Section 2(b) said requirements, the Executive shall not be paid to Executive no later than March 15th of the calendar year following the year to which it relates. Executive’s Annual Bonus for 2025 (to the extent earned) will be prorated to reflect the performance-based portion of the bonus for the fiscal year from the Closing of the Business Combinationat issue.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be eligible awarded, for each fiscal year ending during the Employment Period, an annual bonus for each completed fiscal year of employment during (the Term (“Annual Bonus”) in cash at least equal to the Executive’s target bonus opportunity under the Company’s Annual Incentive Plan, or any comparable bonus under any predecessor or successor plan (the “Annual Incentive Plan”) for the fiscal year in which the Effective Date occurs (or if, prior to the Effective Date, the target bonus opportunity for such year has not been established, the target bonus opportunity for the fiscal year 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”). The terms of Executive’s initial Annual Bonus are as set forth on Exhibit B For each fiscal year ending during the Employment Period, (a) any performance goals or other criteria used to this Agreement, and the terms of the Annual Bonus for subsequent years shall be determined by the Board, upon the 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 determine the actual Annual Bonus payable will earned shall be based on substantially as favorable to the achievement of Executive as the performance objectives and/or goals 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 established with respect to the listing requirements of any securities exchange on Executive’s Annual Bonus opportunity for the year in which the Company’s securities are then listedEffective Date occurs (or if, Executive’s compensationprior to the Effective Date, including any bonus compensationthe performance goals or criteria for such year have not been established, must be set the performance goals or approved in a different mannercriteria applicable for the fiscal year ending immediately prior to the Effective Date) and (b) to the extent permitted under the Annual Incentive Plans, Executive’s compensation the exercise of negative discretion under the Annual Incentive Plan shall be set or approved no greater than the exercise of such discretion for the year immediately preceding the year in accordance with which the Effective Date occurs. Each such requirements). Unless otherwise agreed by Annual Bonus shall be paid no later than two and a half months after the Parties and subject to Section 4(c)(ii), if an end of the fiscal year for which the Annual Bonus is awarded, such Annual Bonus unless the Executive shall be deemed “earned” and Executive is entitled elect to receive payment defer the receipt of such Annual Bonus only if Executive is employed by pursuant to an arrangement that meets the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this requirements of Section 2(b) shall be paid to Executive no later than March 15th 409A of the calendar year following the 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 CombinationCode.

Annual Bonus. In addition to During the Base SalaryTerm, Executive Employee shall be eligible for to receive an annual performance bonus payment (a “Performance Bonus”) for each completed fiscal calendar year of employment during pursuant to an annual cash performance bonus program (the Term (“Annual BonusBonus Plan”). The terms of Executive’s initial Annual Bonus are as set forth on Exhibit B Pursuant to this Agreement, and the terms of the Annual Bonus for subsequent years Plan, each annual Performance Bonus shall be determined by the Board, upon the 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 reasonable performance objectives and/or other criteria as determined targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 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 Employee’s annual Base Salary 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 and recommended by the Board’s Compensation Committee and such other factors as the Compensation Committee, (or a designated committee thereof) in its discretion. For each calendar year, deems relevant the Board (providedor a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, however(ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, if pursuant and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the listing requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any securities exchange Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be 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 preparation of the Company’s securities are then listedunaudited financial statements for the applicable calendar year, Executive’s compensation, including any bonus compensation, must be set or approved but 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no event later than March 15th 15 of the calendar year following the calendar year to which it such Performance Bonus relates. Executive’s Annual For purposes of clarity, the reference in the preceding sentence to a Performance Bonus for 2025 (to being deemed “earned” on the extent earned) will be prorated to reflect the portion last day of the calendar year from applies to a calendar year for which Employee is employed through the Closing last day of the Business Combinationcalendar year, except as otherwise provided in Section 5.

Annual Bonus. In addition During the Employment Term (including, for the avoidance of doubt, the period from the start of the calendar year until immediately prior to the Base Salarycommencement of a Qualifying Termination Notice Period (as defined below) (such period, the “Stub Period”)), the Executive shall be eligible for paid an annual cash bonus for each completed fiscal year of employment during the Term (“Annual Bonus”) (on a pro rata basis with respect to the Stub Period) with a target level of sixty percent (60%) of the Base Salary amount (the “Target Bonus”). The Such Annual Bonus shall be awarded and paid subject to the terms of Executive’s initial the annual bonus plan of the Group or any member thereof that applies to the Executive (the “Annual Bonus are as set forth on Exhibit B Plan”), except to the extent of any conflict between the terms of this Agreement, Section 2(b) and the terms of the Annual Bonus for subsequent years 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 CEO. The Executive should propose individual goals to the CEO within the first ninety (90) days of each calendar year. The Annual Bonus for each calendar year shall be determined in good faith based upon actual corporate and individual performance for such year and shall be payable in accordance with the procedures specified by the Board, upon ; provided that the recommendation Annual Bonus shall be paid no later than March 15th of the calendar year following the end of the 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’s Compensation Committee ), 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 each such subsequent year other participants subject to the Annual Bonus Plan. For the avoidance of employment as set forth herein. Executive understands and agrees that this Agreement does not guarantee doubt, the payment of any Annual Bonus and that with respect to a Stub Period shall be made no later than March 15th of the actual Annual Bonus payable will 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 based on the achievement of performance objectives and/or other criteria as determined paid a Target Bonus, prorated by the Board and recommended by number of days 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is was employed by the Company on during the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) fiscal year of such termination, which shall be paid to Executive no later than March 15th of the calendar year following the year to in 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 Combinationsuch termination occurred.

Annual Bonus. In addition to For each calendar year during the Base SalaryEmployment Period, Executive shall be eligible for an participation in the Annual Incentive Plan with a target bonus thereunder equal to no less than one hundred percent (100%) of Executive’s Salary in effect at the beginning of the calendar year (the “Target Bonus”) and which will be prorated for any partial year based on a fraction, the numerator of which shall be the number of days employed in such partial year and the denominator of which shall be 365 (or 366 in a leap year). 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 for each completed fiscal year of employment during bonus, if any, earned by Executive under the Term Annual Incentive Plan (the “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 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)calendar year. Unless otherwise agreed by the Parties and subject to addressed in Section 4(c)(ii)2.7, if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company Corporation in good standing on the date last day of the applicable calendar year, Executive will be entitled to receive an Annual Bonus is paidfor such year 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 payable in accordance with due to Executive pursuant to this Section 2(b2.4(b) shall be paid to Executive in cash in a lump sum no later than March 15th 14th of the calendar year following the calendar year to during which it relates. Executive’s right to the Annual Bonus for 2025 vests (to the extent earned) will be prorated to reflect the portion or otherwise in a manner compliant with, or exempt from, Section 409A of the year from Code). Unless otherwise addressed under Section 2.7, Annual Bonus entitlement vests and is fully payable if Executive is employed by the Closing Corporation on the last day of the Business Combinationapplicable calendar year, even if Executive is no longer employed at the time the Annual Bonus is scheduled to be paid.

Annual Bonus. In addition to For fiscal year 1997 (ending January 31, 1998) and for each fiscal year that begins during the Base SalaryEmployment Period (each such fiscal year, a "Bonus Year"), Executive shall be eligible entitled to 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 "Committee") for an annual bonus such Bonus Year and (b) personal performance goals submitted by the Executive to, and approved by, the Company and the 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 not the obligation, to grant a partial Bonus for such Bonus Year. The Performance Goals for each completed fiscal year Bonus Year shall be established as soon as possible following the beginning of employment during the Term (“Annual Bonus”)such Bonus Year. The terms 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 Executive’s initial Annual each Bonus are as set forth on Exhibit B Year. If (a) the Employment Period shall expire or terminate and (b) Employee is entitled to this Agreementpayment of a bonus pursuant to Section 6 hereof, the Bonus payable for the Bonus Year in which the Employment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, multiplied by a fraction, the numerator of which shall be the number of days of the Employment Period within the Bonus Year and the terms denominator of the Annual Bonus for subsequent years which shall be determined by 365. For the Board, upon purposes of determining the recommendation amount 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 listedimmediately preceding sentence, Executive’s compensation, including any bonus compensation, must be set or approved in a different manner, Executive’s compensation it shall be set or approved in accordance with such requirements). Unless otherwise agreed assumed that all conditions to payment based upon performance by the Parties 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 reason whatsoever on a day prior to payment to Executive of a Bonus for the last full Bonus Year contained within the Employment Period, and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and (z) Executive is would have been entitled to receive payment of a Bonus for such Annual last full Bonus only if Executive is employed by Year had the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) Employment Period not ended - then, Employer shall be paid pay to Executive no later than March 15th of the calendar year following the year to which it relates. Executive’s Annual Bonus for 2025 (to such last full Bonus Year as and when such Bonus would have been paid had the extent earned) will be prorated to reflect the portion of the year from the Closing of the Business CombinationEmployment Period not ended.

Annual Bonus. In addition to the Base Salary, Executive shall be eligible for to receive an annual bonus for each completed fiscal year of employment during the Term (“Annual Bonus”) for each full calendar year beginning on or after January 1, 2015 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 of the Board (the “Compensation Committee”). The terms , and the target amount of such bonus shall (assuming all performance targets are met or exceeded) be 100% of Executive’s initial Annual Base Salary for the applicable Bonus are as set forth on Exhibit B Year; provided that Executive shall not be entitled to this Agreement, and the terms of the an Annual Bonus for subsequent years shall be determined by any Bonus Year, unless the Board, upon the 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 determines otherwise, in which the Company 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 achieve such targets, as determined by the Board Compensation Committee; and recommended provided further, that Executive shall not be entitled to any Annual Bonus if Executive’s employment is terminated by the Board’s Compensation Committee and such other factors as the Compensation Committee, in its discretion, deems relevant (provided, however, if pursuant Company for Cause prior to the listing requirements date 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only 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 bonuses for executive officers of the Company. The Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall will be paid to Executive no later than on March 15th 15 of the calendar year immediately following the year Bonus Year to which it relates. Executive’s The Compensation Committee may, in its sole discretion, determine that up to 50% of the value of any Annual Bonus for 2025 (to the extent earned) will shall be prorated to reflect the portion paid in stock of the year from Company (as determined by the Closing Compensation Committee) and the remainder of such Annual Bonus shall be paid in cash. Each Bonus Year during the Term, the Compensation Committee will review the structure of the Business Combinationtargets provided by it for the preceding Bonus Year and establish the targets for the Bonus Year as it deems appropriate.

Annual Bonus. In addition Employee shall be eligible to receive an annual incentive bonus opportunity under the Company's annual incentive plan for each calendar year included in the Employment Term during which Employee is an employee of the Company, with such opportunity to be earned based upon attainment of performance objectives established by the Company ("Annual Bonus"). Employee's target Annual Bonus shall be 100% of Employee's then current Annual Base Salary, Executive shall be eligible for an annual bonus for each completed fiscal year with a maximum of employment during up to two times target (collectively, the Term (“Annual Bonus”). The terms of Executive’s initial target and maximum Annual Bonus are referred to as set forth on Exhibit B the "Annual Bonus Opportunity"). Employee's Annual Bonus Opportunity may be periodically reviewed and increased by the Company, but may not be decreased without Employee's express written consent. If owed pursuant to this Agreement, and the terms of the plan, the Annual Bonus for subsequent years shall be determined paid no later than the March 15th first following the calendar year to which the Annual Bonus relates. Unless provided otherwise herein, no Annual Bonus shall be paid to Employee unless Employee is employed by the BoardCompany, upon or an affiliate thereof, on the recommendation last day 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 (measurement period; provided, however, that the Employee shall remain eligible to earn a pro-rata Annual Bonus payment with the proration based on Employee’s period of employment with the Company during the final year of the Employment Term, if pursuant the Employment Term expires due 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 provision of a different manner, Executive’s compensation shall be set or approved in accordance with such requirements). Unless otherwise agreed by the Parties and subject notice of non-renewal pursuant to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” 3 hereof and Executive is entitled Employee’s employment terminates (other than due to receive payment of such Annual Bonus only if Executive is employed a termination by the Company that would have constituted a termination for Cause under this Agreement) on or after the date last day of the Annual Bonus is paid. Any Annual Bonus payable in accordance with term of this Section 2(b) shall be paid Agreement, but prior to Executive no later than March 15th the end of the calendar year following in which the 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.Employment Term ends; and

Annual Bonus. In addition to During the Base SalaryEmployment Period, the Executive shall be eligible for to receive an annual cash performance bonus for each completed fiscal year of employment during the Term (an “Annual Bonus”). The terms ) under the Company’s annual incentive plan (as in effect from time to time for senior executives) in respect of Executive’s initial Annual Bonus are as set forth on Exhibit B each plan year that ends during the Employment Period, to this Agreement, and the terms of the Annual Bonus for subsequent years shall be determined by the Board, upon the 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 extent earned based on the achievement of performance objectives and/or criteria set by the Board or the Compensation Committee. The performance criteria for a plan year shall be 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 bonus opportunity shall be 75% 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 for any plan year shall be determined by the Board or the Compensation Committee after the end of such plan year and shall be paid 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 criteria than pursuant to Section 9(c)), but prior to such Annual Bonus determination by the Board or the Compensation Committee with respect to that plan year, and 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 and recommended by the Board’s Compensation Committee and such other factors as or 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 Section 4(c)(ii), if considered an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the 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 CombinationAccrued Benefit.

Annual Bonus. In addition For fiscal years during the Executive's employment with the Company, Executive shall participate in an annual cash 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"). The initial target amount of the Annual Cash Bonus shall be 100% of Executive's Base Salary, Executive shall be eligible for an annual bonus for each completed fiscal year of employment during but the Term (“actual Annual Bonus”). The terms of Executive’s initial Annual Cash Bonus are as set forth on Exhibit B to this Agreement, and the terms of the Annual Bonus for subsequent years amount shall be determined by the BoardChief Executive Officer of the Company, upon subject to approval of the recommendation 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 Company, subject to the terms, conditions and calculations as personally agreed between the Executive and the Company and as set forth in Addendum A to this Agreement. Subject to the terms and conditions set forth in Addendum A, including the obligation to make a plan termination payment, the Company 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 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’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 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 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 Section 4(c)(ii), if an Annual Bonus is awarded, Outperformance Awards during such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paidfiscal year. Any Annual Cash Bonus and/or Outperformance Award payable in accordance with this Section 2(b) shall to Executive will be paid at the time the Company normally pays such bonuses to Executive its senior executives, but in no event later than March 15th 90 days following the end of the calendar year following the year to which it relates. Executive’s Annual Bonus for 2025 (applicable fiscal year, and will be subject to the extent earned) will be prorated to reflect the portion terms and conditions of the year from the Closing of the Business Combinationapplicable annual cash incentive compensation plan.

Annual Bonus. In addition to the Base SalaryThe Board shall establish, and Executive shall be eligible for to participate in, an annual performance bonus plan pursuant to which Executive will be eligible to receive a discretionary annual bonus for each completed fiscal complete calendar year of employment during the Term Employment Period based upon, among other things, Company performance and Executive’s work performance and contributions to the Company (the “Annual Bonus”). The terms performance targets that must be achieved by the Executive in order to be eligible for certain bonus levels shall be established by the Board (or a committee thereof) annually, in its sole discretion, and communicated to Executive within the first ninety (90) days of the applicable calendar year (the “Bonus Year”). Executive’s target annual bonus will be 100% of Executive’s initial Annual Actual Base Salary for the applicable Bonus are as set forth on Exhibit B to this AgreementYear, and but the terms actual amount of the Annual Bonus for subsequent years will be determined in the discretion of the Board (or a committee thereof) depending on both Company and Executive performance. Each Annual Bonus, if any, shall be determined paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the requisite 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. 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 Board, upon Company from the recommendation of Effective Date through the Board’s Compensation Committee for each date on which 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 (is paid; 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only that if Executive is ceases to be employed by the Company on (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 without Cause, in each case, after the end of a Bonus Year but prior to the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the year to on which it relates. Executive’s any applicable Annual Bonus for 2025 (such Bonus Year is paid, Executive shall be entitled to the extent earned) will be prorated to reflect the portion full amount of the year from the Closing of the Business Combinationany Annual Bonus.

Annual Bonus. In addition to During the Base SalaryEmployment Period, Executive Employee shall be eligible for to receive an annual performance bonus payment (a “Performance Bonus”) for each completed fiscal calendar year of employment during pursuant to an annual cash performance bonus program (the Term (“Annual BonusBonus Plan”). The terms of Executive’s initial Annual Bonus are as set forth on Exhibit B Pursuant to this Agreement, and the terms of the Annual Bonus for subsequent years Plan, each annual Performance Bonus shall be determined by the Board, upon the 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 reasonable performance objectives and/or other criteria 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 and recommended by the Board’s Compensation Committee and such other factors as (the Compensation Committee, “Target Performance Bonus Percentage”) of Employee’s annual Base Salary in its discretion, deems relevant (effect on the last day of the 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 establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if pursuant some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to be exempt from or to satisfy the listing requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 6, any securities exchange Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be 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 preparation of the Company’s securities are then listedunaudited financial statements for the applicable calendar year, Executive’s compensation, including any bonus compensation, must be set or approved but 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no event later than March 15th 15 of the calendar year following the calendar year to which it such Performance Bonus relates. Executive’s Annual For purposes of clarity, the reference in the preceding sentence to a Performance Bonus for 2025 (to being deemed “earned” on the extent earned) will be prorated to reflect the portion last day of the calendar year from applies to a calendar year for which Employee is employed through the Closing last day of the Business Combinationcalendar year, except as otherwise provided in Section 6.

Annual Bonus. In addition At the end of calendar year 2016, Employee shall be eligible to receive an annual bonus in a target amount of $160,000, and at the 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 Base SalaryCompensation Committee of the Board of 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 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 for each completed fiscal related to Employee’s last year of employment during the Term (“Annual Bonus”)employment. The terms of Executive’s initial Annual Bonus are as set forth on Exhibit B to this AgreementTo be eligible for an annual bonus, and the terms of the Annual Bonus for subsequent years shall be determined by the Board, upon the 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, Employee 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on for the date duration of the Annual Bonus is annual period, as no pro rata bonuses are earned or paid.” 2. Any Annual Bonus payable All capitalized terms used herein, unless given specific definitions in this First Amendment shall have the definition ascribed to such terms in the Agreement. 3. This First Amendment shall be effective as of January 1, 2016 (the “Effective Date”). Except as expressly amended hereby, the Agreement shall remain in full force and effect in accordance with this Section 2(b) its terms. This First Amendment may be executed in any number of counterparts, each of which when taken together shall be paid to Executive no later than March 15th of constitute one and the calendar year following the 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 Combinationsame original instrument.

Annual Bonus. In addition to During the Base Salaryterm of Executive’s employment under this Agreement, Executive shall be eligible for to receive an annual bonus for each completed fiscal year of employment during the Term up to $275,000 (“Annual Target Bonus”). The terms Effective as of June 1, 2018, Executive’s initial Annual Target Bonus are will be increased to $300,000. Seventy-five percent of such Target Bonus amount shall be based upon achievement by Employer of its budgeted EBITDA (as set forth on Exhibit B to this Agreement, and defined below) for the terms applicable fiscal year of Employer as approved by the Board in its reasonable discretion at the beginning of the Annual applicable bonus period and 25% of such Target Bonus for subsequent years amount shall be based upon the individual performance of Executive relative to such criteria as may be reasonably agreed to by the Board and Executive at the beginning of the applicable bonus period. The amount of any annual bonus actually payable based on the achievement of such Target Bonus criteria to Executive hereunder shall be determined by the Board, upon Board in its reasonable discretion and shall be payable in accordance with the recommendation Employer’s practices as of the date hereof or pursuant to such other procedures as may be agreed to between Executive and 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 acknowledges that the actual Annual Bonus payable will be based on Board may, with Executive’s consent, prospectively amend or modify from time to time the achievement of bonus criteria established with respect to Executive’s bonus, including any related performance objectives and/or other criteria as determined by the Board requirements and recommended by the Board’s Compensation Committee and such other factors as the Compensation Committee, in its discretion, deems relevant (target levels; provided, however, if pursuant that no such criteria, performance requirements or target levels shall be increased with regard to any period in which a bonus is currently being measured and any such increase will only apply to subsequent bonus measuring periods. For the listing requirements calendar year 2017, Executive shall receive a guaranteed bonus of any securities exchange $500,000, payable on the earlier of (i) the signing of the Merger Agreement and (ii) the date on which the Company’s securities bonuses 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 paid in accordance with such requirements). Unless otherwise agreed by the Parties and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment Employer’s practice as of such Annual Bonus only if Executive is employed by the Company on the date hereof. For purposes of this Agreement, “EBITDA” means the Annual Bonus is paid. Any Annual Bonus payable following with respect to Employer and its consolidated subsidiaries for an applicable period (all determined in accordance with this Section 2(b) shall be paid GAAP consistently applied as compared to Executive no later than March 15th the audited statements of the calendar year following the year to which it relates. Executive’s Annual Bonus for 2025 (Employer and, to the extent earned) will be prorated to reflect applicable, directly drawn from the portion face of the year from financial statements of Employer for the Closing applicable period) without duplication: (a) consolidated net income of Employer and its consolidated subsidiaries for such period, plus (b) consolidated interest expense of Employer and its consolidated subsidiaries for such period, plus (c) consolidated federal, state, local and foreign income taxes of Employer and its consolidated subsidiaries for such period, plus (d) depreciation and amortization of Employer and its consolidated subsidiaries for such period, less (e) consolidated interest income and any gain on sale of assets of Employer and its consolidated subsidiaries for such period; provided, however, that in the Business Combinationcase of any items referred to in clauses (b), (c) and (d), only to the extent such related item was included as a deduction (or other charge to income) in calculating net income; and, in the case of any items referred to in clause (e), only to the extent such related item was included as an addition in calculating net income.

Annual Bonus. In addition At the end of each calendar year during the Employment Period, beginning with calendar year 2018, Employee shall be eligible to receive an annual bonus in a target amount of $300,000 (“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 Base SalaryCompensation 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 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 for each completed fiscal related to Employee’s last year of employment employment. No pro rata bonuses are earned on services rendered during the Term (“Annual Bonusquarter that Employee’s employment with the Company is terminated.”) 6. The terms Section 4.3 of Executive’s initial Annual Bonus are as set forth on Exhibit B to this Agreement, the Agreement is deleted in its entirety and the terms of the Annual Bonus for subsequent years following is inserted in lieu thereof: “Equity Awards. Employee shall be determined by the Boardeligible to receive an annual award of stock options or restricted shares, upon the recommendation of the Board’s Compensation Committee for each such subsequent year of employment as set forth herein. Executive understands which award is and agrees that this Agreement does not guarantee the payment of any Annual Bonus and that the actual Annual Bonus payable will shall 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 at all times subject to the listing requirements of any securities exchange on which approval and grant by 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 Chief Executive Officer and Compensation Committee at their sole discretion. Employee and such awards shall be set or approved in accordance with such requirements). Unless otherwise agreed by the Parties and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” the terms and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th conditions of the calendar year following applicable equity plans and programs, including, without limitation, the year Company’s right to which it relates. Executive’s Annual Bonus for 2025 (amend or terminate the plans at any time and without advance notice to the extent earned) will be prorated to reflect the portion participants.” 7. Section 4.4 of the year from Agreement is deleted in its entirety and the Closing of the Business Combination.following is inserted in lieu thereof:

Annual Bonus. In addition to During the Base SalaryEmployment Period, the Executive shall be eligible for to receive an annual cash performance bonus for each completed fiscal year of employment during the Term (an “Annual Bonus”). The terms ) under the Company’s annual incentive plan (as in effect from time to time for senior executives) in respect of Executive’s initial Annual Bonus are as set forth on Exhibit B each plan year that ends during the Employment Period, to this Agreement, and the terms of the Annual Bonus for subsequent years shall be determined by the Board, upon the 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 extent earned based on the achievement of performance objectives and/or criteria set by the Board or the Compensation Committee. The performance criteria for a plan year shall be 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 bonus opportunity shall be 70% 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 for any plan year shall be determined by the Board or the Compensation Committee after the end of such plan year and shall be paid 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 criteria than pursuant to Section 9(c)), but prior to such Annual Bonus determination by the Board or the Compensation Committee with respect to that plan year, and 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 and recommended by the Board’s Compensation Committee and such other factors as or 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 Section 4(c)(ii), if considered an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the 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 CombinationAccrued Benefit.

Annual Bonus. In addition to During the Base SalaryEmployment Period, the Executive shall be eligible for to receive an annual cash performance bonus for each completed fiscal year of employment during the Term (an “Annual Bonus”). The terms ) under the Company’s annual incentive plan (as in effect from time to time for senior executives) in respect of Executive’s initial Annual Bonus are as set forth on Exhibit B each plan year that ends during the Employment Period, to this Agreement, and the terms of the Annual Bonus for subsequent years shall be determined by the Board, upon the 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 extent earned based on the achievement of performance objectives and/or other criteria as set by the Board or the Compensation Committee. The performance criteria for a plan year shall be determined by the Board and recommended by the Board’s Compensation Committee and such other factors as or the Compensation Committee, in its discretiongood faith, deems relevant no later than sixty (provided, however, if pursuant to 60) days after the listing requirements commencement of any securities exchange on which the Company’s securities are then listed, such plan year. The 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 Section 4(c)(ii), if an Annual Bonus is awarded, such target Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later less than March 15th 100% of the calendar Executive’s Base Salary as of the beginning of the applicable plan year following (the “Target Bonus”) if target levels of performance for that year to which it relatesare achieved. The Executive’s Annual Bonus for 2025 (any plan year shall be determined by the Board or the Compensation Committee after the end of such plan year and shall be paid to the extent earnedExecutive no later than seventy-five (75) will 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 Board or the Compensation Committee with respect to that plan year, and 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 shall be prorated to reflect the portion of the year from the Closing of the Business Combinationconsidered an Accrued Benefit.

Annual Bonus. In addition to the Base Salary, The Executive shall be eligible for an annual to earn a cash bonus for payment each completed fiscal year of employment during under this Agreement the Term (“Annual BonusBonus Payment”). 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 Payment shall be determined by the Board, calculated based upon the 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 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 such thereafter within three months of the beginning of each fiscal year thereafter. Such Annual Bonus Payment shall be based upon the target financial objective for the Company as compared to EBITDA for the prior fiscal year. If the Board subsequently determines the financial statements of the Company must be materially restated for any fiscal year involved in the determination of the Annual Bonus Payment, the Executive may be required to repay any portion of the Annual 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 previously been 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 following purposes: (A) to exclude net gains and losses on the disposal of assets and other factors as non-operating income or expense items; (B) to exclude EBITDA generated from acquisitions of new businesses or companies during the Compensation Committeeyear (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 period; and (D) for other items in the discretion of the Board, in its discretion, deems relevant (provided, howeverhowever that as to Executive Officers, the Board may not exercise discretion to increase EBITDA for purposes of the Annual Bonus Payment. The Annual Bonus Payment, if pursuant to earned, will be paid in cash no later than 30 days after the listing requirements completion of any securities exchange on which the annual audit of the Company’s securities are then listedconsolidated financial statements, Executive’s compensation, including any bonus compensation, must be set or approved in a different manner, Executive’s compensation unless the Executive shall be set or approved in accordance with such requirements). Unless otherwise agreed by elect to defer the Parties and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment receipt of such Annual Bonus only if Executive is employed by Payment pursuant to an arrangement which meets the Company on the date requirements of Section 409A. In any event, for purposes of Section 409A, the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall Payment will not be paid to considered earned by the Executive no later than March 15th until the completion of the calendar year following the year to which it relates. Executive’s Annual Bonus for 2025 (to the extent earned) will be prorated to reflect the portion annual audit of the year from the Closing of the Business CombinationCompany’s consolidated financial statements.

Annual Bonus. In addition to the Base Salary, (i) Executive shall be eligible for an annual incentive bonus for award in respect of each completed fiscal year of employment during the Term of Employment (the “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 target Annual Bonus for subsequent the 2024 fiscal year and each fiscal year thereafter shall be 175% of Base Salary as in effect at the end of the applicable fiscal year (the “Target Annual Bonus”). The actual Annual Bonus with respect to a fiscal year shall be payable solely by the Company based upon the level of achievement of annual performance objectives established for such fiscal year; provided that in no event shall the amount paid in respect of such actual Annual Bonus exceed 300% of Base Salary as in effect at the end of such fiscal year. The Annual Bonus shall be paid to Executive at the same time as annual bonuses are generally payable to other senior executives of the Company subject to Executive’s continuous employment through the applicable payment date (subject to Section 7 below). (ii) For fiscal years in which Executive shall not serve as the CWEN CEO, the annual performance objectives with respect to Executive’s Annual Bonus shall be determined by the Board, upon the 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 CEG Compensation Committee and such other factors as the Compensation Committee, communicated to Executive in its discretion, deems relevant (provided, however, if pursuant to the listing requirements of any securities exchange on which accordance with the Company’s securities are then listedstandard practices. For fiscal years beginning with fiscal year 2024 and any periods thereafter in which Executive shall serve as the CWEN CEO, the performance objectives with respect to 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” (A) established, evaluated and Executive is entitled approved (including for such purposes that relate to receive payment of the extent to which such Annual Bonus only if Executive is employed performance objectives are attained) by the Company CWEN Compensation Committee (subject to any follow-on approval by the date the Annual Bonus is paid. Any Annual Bonus payable CWEN Board), and (B) communicated to Executive in accordance with this Section 2(b) CWEN’s standard practices. Notwithstanding the foregoing sentence, the CEG Compensation Committee shall be paid permitted to Executive no later than March 15th of the calendar year following the year to which it relates. Executive’s Annual Bonus for 2025 (make non-binding recommendations to the extent earned) will be prorated CWEN Compensation Committee regarding the performance objective matters described in the foregoing sentence, and the CWEN Compensation Committee shall have final decisional authority with respect to reflect the portion of same (subject to any follow-on approval by the year from the Closing of the Business CombinationCWEN Board).

Annual Bonus. In addition to During the Base SalaryTerm, Executive Employee shall be eligible for to receive an annual performance bonus payment (a “Performance Bonus”) for each completed fiscal calendar year of employment during pursuant to an annual cash performance bonus program (the Term (“Annual BonusBonus Plan”). The terms of Executive’s initial Annual Bonus are as set forth on Exhibit B Pursuant to this Agreement, and the terms of the Annual Bonus for subsequent years Plan, each annual Performance Bonus shall be determined by the Board, upon the 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 reasonable performance objectives and/or other criteria 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 and recommended (or a designated committee thereof), (the “Target Performance Bonus Percentage”) of Employee’s annual Base Salary in effect on the last day of the 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’s Compensation Committee and such other factors as the Compensation Committee, Board (or a designated committee thereof) in its discretion. For each calendar year, deems relevant the Board (providedor a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, however(ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, if pursuant and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the listing requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any securities exchange Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be 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 preparation of the Company’s securities are then listedunaudited financial statements for the applicable calendar year, Executive’s compensation, including any bonus compensation, must be set or approved but 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no event later than March 15th 15 of the calendar year following the calendar year to which it such Performance Bonus relates. Executive’s Annual For purposes of clarity, the reference in the preceding sentence to a Performance Bonus for 2025 (to being deemed “earned” on the extent earned) will be prorated to reflect the portion last day of the calendar year from applies to a calendar year for which Employee is employed through the Closing last day of the Business Combinationcalendar year, except as otherwise provided in Section 5.

Annual Bonus. In addition to the Base Salary, Executive shall be eligible for to receive an annual cash bonus for each completed fiscal year of employment during the Term (“Annual Bonus”)) for each fiscal year of Employer during which Executive is employed during some or all of the fiscal year by Employer (or any subsidiary of Employer) during the Employment Term. The terms of Executive’s initial target Annual Bonus are as set forth on Exhibit B each fiscal year shall be an amount equal to this Agreement, and the terms 35% of the Annual Bonus for subsequent years shall be determined by Base Salary in effect at the Board, upon the recommendation end of the Board’s Compensation Committee for fiscal year. The amount of 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” based on performance weighted bonus objectives established for Executive (which will include both corporate objectives and individual objectives) for each fiscal year, which objectives shall be discussed with Executive prior to being established and shall not be materially inconsistent with the nature and type of performance weighted bonus objectives for other executive officers of Employer for such year. Each fiscal year, Employer’s Chief Executive Officer and Executive is entitled shall jointly develop Executive’s performance weighted bonus objectives for the next fiscal year in connection with the preparation of Employer’s annual operating plan and submit the plan and these goals to receive payment Employer’s Board of Directors and Compensation Committee to be reviewed and approved prior to commencement of the next fiscal year, with such changes as the Compensation Committee and Board determine to be appropriate Notwithstanding the foregoing, Executive’s performance weighted bonus objectives for fiscal 2014 shall be determined and communicated to Executive within 45 days following the Effective Time. The Annual Bonus only if for fiscal 2014 shall be pro-rated based on the number of days in fiscal 2014 that Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the 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 CombinationEmployer.

Annual Bonus. In addition to For each fiscal year ending during the Base SalaryEmployment Period, the Executive shall be eligible for an annual bonus for each completed fiscal year potential awards of employment during additional compensation (the Term (“Annual Bonus”) to be based upon the achievement of one or more performance goals established by the Board or a committee thereof (the “Performance Targets”). The terms of Annual Bonus shall be prorated for any partial fiscal years occurring within the Employment Period. The Executive’s initial target Annual Bonus are as set forth on Exhibit B opportunity for each fiscal year that ends during the Employment Period shall be equal to this Agreement, and 60% of Base Salary (the terms of the “Target Annual Bonus for subsequent years shall be determined by the BoardOpportunity”), upon the 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 with the actual Annual Bonus payable will Bonus, if any, to be based on the achievement of Company’s actual performance objectives and/or other criteria as determined by relative to the Board and recommended by the Board’s Compensation Committee and such other factors as the Compensation Committee, in its discretion, deems relevant (provided, howeverPerformance Targets. The Annual Bonus, if pursuant to the listing requirements of any securities exchange on which the Company’s securities are then listedany, 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive within 90 days of the fiscal year end, assuming the delivery of the relevant financial statements in a timely manner, but in no event later than March 15th of the calendar year following the end of the fiscal year for which the Annual Bonus, if any, is earned; provided, that, except as set forth in Section 3, the Executive must continue to be employed by the Company through the end of the applicable fiscal year. At the discretion of the Board or a committee thereof, the Annual Bonus may be paid in 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 fiscal year to which it relates. Executive’s the Annual Bonus for 2025 relates and (b) the value of the equity securities awarded to the extent earned) will be prorated to reflect the portion Executive in lieu of the year from the Closing Annual Bonus shall include a bonus premium equal to no less than 20% of the Business CombinationAnnual Bonus.

Annual Bonus. In addition to During the Base SalaryEmployment Term, Executive the Employee shall be eligible for to receive an annual discretionary incentive payment under the Company’s annual bonus for each completed fiscal year of employment during plan as may be in effect from time to time (the Term (“Annual Bonus”), based on a target bonus opportunity of 150% of the Employee’s Base Salary and a maximum bonus opportunity of 200% of the Employee’s Base Salary, upon the attainment of one or more pre-established performance goals established by the Board (or a committee thereof) in its sole discretion. It is expected that such performance criteria will be based on both financial and non-financial goals, will be set in consultation with the Employee, and may be set at any point during the calendar year (it being intended that such criteria will be established during the Company’s annual budgeting process). The terms Board shall reserve the right to adjust the applicable performance criteria during the calendar year (it being understood that any such adjustment shall only be implemented, if, in the reasonable judgment of Executive’s initial Annual Bonus are as set forth on Exhibit B the Board, it is determined to this Agreementbe necessary to adapt to changing circumstances, and not with the terms intention of increasing the difficulty of achieving the applicable performance criteria). The Company expects that the Board will formally review performance at least annually in consultation with the Employee. The Employee’s Annual Bonus for subsequent years a calendar year shall be determined by the Board, upon Board after the recommendation end of the Board’s Compensation Committee for each such subsequent applicable calendar 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 level of achievement of the applicable performance objectives and/or other criteria as determined by the Board criteria, 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the Employee in the calendar year following the calendar year to which it relatessuch Annual Bonus relates at the same time annual bonuses are paid to other senior executives of the Company, subject to continued employment at the time of payment. Executive’s Notwithstanding the foregoing, the Employee shall be entitled to receive a guaranteed minimum Annual Bonus for 2025 (calendar year 2011 in an amount equal to $400,000, payable in 2012 at the extent earned) will be prorated same time annual bonuses are paid to reflect the portion other senior executives of the year from Company, subject to continued employment at the Closing time of payment (except as provided in Section 7(d) hereof) (the Business Combination“Guaranteed 2011 Bonus”).

Annual Bonus. In addition to the Base Salary, The Executive shall be eligible for an to participate in the Company’s annual bonus programs as shall be in effect from time to time (the “Bonus Programs”), to the extent implemented under the Revlon Executive Incentive Compensation Plan or such successor plan as shall be in effect from time to time (the “Incentive Compensation Plan”), with target bonus eligibility of 100% of Base Salary for each completed fiscal year achieving performance objectives set by the Compensation Committee or its designee in reasonable consultation with the Executive, subject to the terms and conditions of employment during such Bonus Programs and the Term Incentive Compensation Plan; provided that notwithstanding anything to the contrary contained in the Bonus Programs or the Incentive Compensation Plan, such bonus shall have a maximum annual payout of 200% of Base Salary (the “Maximum Annual Bonus”). The terms of In the event that the Executive’s initial Annual Bonus are as set forth on Exhibit B employment shall terminate pursuant to this AgreementSection 4.1, and 4.2 or 4.3 during any calendar year, the terms of Executive’s bonus with respect to the Annual Bonus for subsequent years year during which such termination occurs shall be determined by pro-rated (the Board, upon the recommendation of the Board’s Compensation Committee “Pro-Rated Bonus”) 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 number of performance objectives and/or other criteria as determined by the Board and recommended by the Board’s Compensation Committee days of active employment during such year 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Pro-Rated Bonus shall be deemed “earned” payable (i) if and Executive is entitled to receive payment the extent bonuses are payable to executives under the Bonus Programs for that year based upon achievement of the objectives set for that year and not including any discretionary bonus amounts which may otherwise be payable to other executives despite non-achievement of bonus objectives for such Annual Bonus only if Executive is employed by the Company year, and (ii) on the date bonuses would otherwise be payable to executives under the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive Programs, but no later than March 15th 15 of the calendar year following the year to which it the bonus relates. Notwithstanding anything herein or contained in the Bonus Programs and/or Incentive Compensation Plan to the contrary, in the event that the Executive’s Annual Bonus for 2025 employment shall terminate pursuant to Section 4.1, 4.2 or 4.3 during any calendar year, the Executive shall be entitled to receive the Executive’s bonus (if not already paid) with respect to the extent earned) will be prorated to reflect the portion of year immediately preceding the year from of termination (if bonuses with respect to such year are payable to other executives based upon achievement of bonus objectives, and not based upon discretionary amounts which may be paid to other executives despite non-achievement of bonus objectives) as and when such bonuses would otherwise be payable to executives under the Closing Bonus Programs despite the fact that the Executive may not be actively employed on such date of payment (the Business Combination“Prior Year Bonus”).

Annual Bonus. In addition During the term of this Agreement, Employee shall have a target annual bonus opportunity equal to 80% of his base salary (the Base Salary“Target Bonus”) with a payout range of 50% for threshold performance up to 200% for outstanding performance, Executive with actual payout (if any) dependent upon performance against goals to be approved annually by the Compensation Committee. Employee shall be eligible for an annual to receive a bonus for calendar year 2020 (with pro ration based on service) with the minimum bonus amount equal to $112,899, representing a pro rata portion of the Target Bonus amount for the balance of calendar year 2020 following the Effective Date. During the term of this Agreement, Employee shall participate under the currently existing cash annual incentive plan of the Company, as amended and restated from time to time (the “Bonus Plan”) or, if the Bonus Plan is amended, replaced or superseded, under any amended, replacement or successor bonus program adopted for senior executives of the Company and its Affiliates. Bonuses, if any, paid to Employee pursuant to the Bonus Plan shall be paid after the end of each completed fiscal year of employment during the Term (“Annual Bonus”)Company at the same time as bonuses are paid to other participants, but no later than March 15 of the following calendar year. The terms of Executive’s initial Annual Employee understands that bonuses cannot be earned under the Bonus are Plan except as specifically 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 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 therein based on the achievement level of performance objectives and/or participation specified by the Compensation Committee in its discretion and, if the employment of a participant terminates for any reason prior to certain dates specified in the Bonus Plan, no bonus shall be payable thereunder except as expressly provided in this Section 4 and in Section 5 of this Agreement. In the event that Employee’s employment terminates for any reason other criteria than by the Company for Cause, after the end of the fiscal year but before payment of the bonus for that fiscal year, Employee shall be entitled to receive the amount of the bonus that would have otherwise been payable under the Bonus Plan, 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be bonuses are paid to Executive no later than March 15th of other participants. Employee also understands that the calendar year following Bonus Plan may be amended, replaced, superseded or terminated at any time and from time to time by the 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 CombinationBoard in its sole discretion.

Annual Bonus. In addition to During the Base Salaryterm of this Agreement, Executive Employee shall be eligible for an have a target annual bonus for each completed fiscal year opportunity equal to 135% of employment his base salary at the highest annualized rate in effect during the Term year preceding payment of such bonus (the “Annual Target Bonus”). The terms During the term of Executive’s initial Annual Bonus are as set forth on Exhibit B to this Agreement, Employee shall participate under the currently existing cash annual incentive plan of NCI Building Systems, Inc., as amended and restated from time to time (the terms “Bonus Plan”) or, if the Bonus Plan is amended, replaced or superseded, under any amended, replacement or successor bonus program adopted for senior executives of the Annual Company and its Affiliates. Bonuses, if any, paid to Employee pursuant to the Bonus for subsequent years Plan shall be paid after the end of each fiscal year of the Company at the same time as bonuses are paid to other participants, but no later than March 15 of the following calendar year. Employee understands that bonuses cannot be earned under the Bonus Plan except as specifically set forth therein based on the level of participation specified by the Compensation Committee in its discretion, but acknowledging the target annual bonus opportunity set forth herein, and, if the employment of a participant terminates for any reason prior to certain dates specified in the Bonus Plan, no bonus shall be payable thereunder except as expressly provided in this Section 4 and in Section 5 of this Agreement. In the event that Employee’s employment terminates for any reason other than by the Company for Cause, after the end of the fiscal year but before payment of the bonus for that fiscal year, Employee shall be entitled to receive the amount of the bonus that would have otherwise been payable under the Bonus Plan, as determined by the BoardCompensation Committee, upon on the recommendation of the Board’s Compensation Committee for each such subsequent year of employment as set forth hereindate bonuses are paid to other participants. Executive Employee also understands and agrees that this Agreement does not guarantee the payment of any Annual Bonus and that the actual Annual Bonus payable Plan may be amended, replaced, superseded or terminated at any time and from time to time by the Board in its sole discretion, but in such event, Employee will be based on still have the opportunity to earn a bonus subject to the achievement of performance objectives and/or other criteria as determined goals established by the Board and recommended by the Board’s Compensation Committee and such other factors as at 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 target annual bonus compensation, must be level 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the 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 Combinationforth herein.

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 the Base Salarybonus payment payable under subsections (a) and/or (b) above, if any, Executive shall be eligible entitled to an additional bonus amount equal to the average of the bonuses paid to him with respect to the two (2) fiscal years in which annual bonuses were paid to Executive most recently preceding the year in which his Date of Termination occurs (counting the 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 annual amount equal to Executive's potential bonus for each completed the fiscal year during which Executive's Date of employment during Termination occurs, calculated as if Executive's target award level (including any personal performance criteria) under the Term (“Annual Bonus”Company's annual incentive plan had been achieved for such year, shall be used for any missing year(s). 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 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 Such 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) amount shall be paid (subject to Executive no later than March 15th withholding of all applicable taxes) in thirty-six (36) equal monthly payments beginning on (i) the date of the calendar year 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 year to which it relates. Executive’s Annual Bonus for 2025 (to the extent earned) will be prorated to reflect the portion date of the year from the Closing of the Business CombinationChange in Control.

Annual Bonus. In addition to During the Base SalaryTerm, the Executive shall be eligible for entitled to participate in the Company’s executive bonus program as in effect from time to time. The Executive shall earn an annual bonus for each completed fiscal complete calendar year of employment during the Term (“Annual Bonus”). The terms , with the annual target bonus opportunity of at least 100% of the Executive’s initial Annual Bonus are as set forth on Exhibit B to this AgreementBase Salary, and the terms annual maximum bonus opportunity of 150% of the Executive’s Base Salary. The actual amount of Annual Bonus to be paid for subsequent years each calendar year, if any, shall be determined with reference to the Company’s performance compared to pre-determined financial goals and other metrics established annually by the Board, upon the recommendation of the Board’s Compensation Committee for each such subsequent with input from Executive; provided, however, that, with respect to the calendar year of employment as set forth herein. 2018, the Executive understands and agrees that this Agreement does not guarantee the payment of any shall be eligible to receive an Annual Bonus and that the actual Annual Bonus payable will be equal to 100% of his Base Salary (prorated based on the number of days the Executive is employed by the Company during such calendar year after the Commencement Date), subject to the achievement of performance objectives and/or other criteria as determined goals to be mutually agreed upon in writing by the Board and recommended by the Board’s Compensation Committee and such other factors as the Compensation Committee, Executive promptly following the date hereof. Annual Bonus earned with respect to a calendar year shall be paid in its discretion, deems relevant (provided, howeverthe calendar year immediately following the calendar year to which it relates. In the event that the Annual Bonus payment for a calendar year, if pursuant to any, is based in whole or in part on the listing requirements results of any securities exchange on which the audit by the Company’s securities are then listed, Executiveindependent public accountants of the Company’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 financial statements for such requirements). Unless otherwise agreed by the Parties and subject to Section 4(c)(ii), if an Annual Bonus is awardedcalendar year, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment paid as soon as reasonably practicable following the completion of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable audit, but in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of all events in the calendar year immediately following the calendar year to which it relates. Executive’s If the Annual Bonus payment for 2025 (to a calendar year is not based in whole or in part on the extent earned) will be prorated to reflect the portion results of the year from audit by the Closing Company’s independent public accountants of the Business CombinationCompany’s financial statements for such calendar year, such Annual Bonus shall be paid no later than March 15 of the calendar year immediately following the calendar year to which it relates.

Annual Bonus. In addition to During the Base SalaryEmployment Period, Executive Employee shall be eligible for to receive an annual performance bonus payment (a “Performance Bonus”) for each completed fiscal calendar year of employment during pursuant to an annual cash performance bonus program (the Term (“Annual BonusBonus Plan”). The terms of Executive’s initial Annual Bonus are as set forth on Exhibit B Pursuant to this Agreement, and the terms of the Annual Bonus for subsequent years Plan, each annual Performance Bonus shall be determined by the Board, upon the 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 reasonable performance objectives and/or other criteria targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 80% or such greater percentage as is determined by the Board and recommended by the Board’s Compensation Committee and such other factors as (the Compensation Committee, “Target Performance Bonus Percentage”) of Employee’s annual Base Salary in its discretion, deems relevant (effect on the last day of the 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 establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if pursuant some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to be exempt from or to satisfy the listing requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 6, any securities exchange Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be 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 preparation of the Company’s securities are then listedunaudited financial statements for the applicable calendar year, Executive’s compensation, including any bonus compensation, must be set or approved but 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no event later than March 15th 15 of the calendar year following the calendar year to which it such Performance Bonus relates. Executive’s Annual For purposes of clarity, the reference in the preceding sentence to a Performance Bonus for 2025 (to being deemed “earned” on the extent earned) will be prorated to reflect the portion last day of the calendar year from applies to a calendar year for which Employee is employed through the Closing last day of the Business Combination.calendar year, except as otherwise provided in Section 6

Annual Bonus. In addition to (a) During the Base SalaryEmployment Term, the Executive shall be eligible for an annual cash performance bonus for each completed fiscal year of employment during the Term (an “Annual Bonus”)) in respect of each calendar year that ends during the Employment Term, to the extent earned based on performance against objective performance criteria. The terms performance criteria for any particular calendar year shall be determined in good faith by the Board, after consultation with the Executive, to occur as soon as practicable after the commencement of such calendar year, but no later than ninety (90) days after the commencement of such calendar year. The Executive’s initial targeted Annual Bonus for a calendar year shall equal 65% of the Executive’s Base Salary for such calendar year (the “Target Bonus”) if target levels of performance for such year are as set forth on Exhibit B achieved, with greater or lesser amounts (including zero) paid for performance above and below target (such greater and lesser amounts to this Agreement, be determined by a formula established by the Board for such year when it establishes the targets and performance criteria for such year); provided that the terms Executive’s maximum Annual Bonus for any calendar year during the Employment Term shall equal 200% of the Target Bonus for such calendar year. The payment in 2020 of the Annual Bonus for subsequent years 2019 will be prorated for the calendar year 2019 based on the Executive’s time/performance in his prior capacity and time/performance as CFO. 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 Board. (b) The Executive’s Annual Bonus for a calendar year shall be determined by the Board, upon Board (or a committee thereof) after the recommendation end of the Board’s Compensation Committee for each such subsequent applicable calendar 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 level of achievement of the applicable performance objectives and/or other criteria as determined by the Board criteria, 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to the Executive no later than March 15th of in the calendar year following the calendar year to which it relates. Executive’s such Annual Bonus for 2025 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 (to the extent earned) will be prorated to reflect the portion of the year from the Closing of the Business Combinationexcept as otherwise provided in Section 8 hereof).

Annual Bonus. In addition to During the Base SalaryEmployment Term, Executive the Employee shall be eligible for to receive an annual discretionary incentive payment under the Company’s annual bonus for each completed fiscal year of employment during plan as may be in effect from time to time (the Term (“Annual Bonus”), based on a target bonus opportunity equal to 125% of the Employee’s Base Salary (the “Target Bonus”) and a maximum bonus opportunity of 200% of the Employee’s Base Salary, upon the attainment of one or more pre-established performance goals established by the Board (or a committee thereof) in its sole discretion. It is expected that such performance criteria will be based on both financial and non-financial goals, and may be set at any point during the calendar year (it being intended that such criteria will be established during the Company’s annual budgeting process). The terms Board (or a committee thereof) shall reserve the right to adjust the applicable performance criteria during the calendar year (it being understood that any such adjustment shall only be implemented, if, in the reasonable judgment of Executive’s initial Annual Bonus are as set forth on Exhibit B the Board (or a committee thereof), it is determined to this Agreementbe necessary to adapt to changing circumstances, and not with the terms intention of increasing the difficulty of achieving the applicable performance criteria). The Company expects that the Company’s Chief Executive Officer will formally review the Employee’s performance at least annually in consultation with the Employee, provided, however, if a President is then serving, the Company’s President shall conduct such review of the Employee’s performance. The Employee’s Annual Bonus for subsequent years a calendar year shall be determined by the Board, upon Board (or a committee thereof) after the recommendation end of the Board’s Compensation Committee for each such subsequent applicable calendar 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 level of achievement of the applicable performance objectives and/or other criteria as determined by the Board criteria, 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 shall be paid to the listing requirements Employee in the calendar year (but no later than March 15 of any securities exchange on such calendar year) following the calendar year to 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus relates at the same time annual bonuses are paid to other senior executives of the Company, subject to continued employment at the time of payment. In addition, Employee shall be deemed “earned” and Executive is entitled to receive payment a one-time cash bonus (Sign on Bonus) of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus $200,000 payable in accordance with this Section 2(b) shall the Spirit Annual Cash Bonus program. The Sign on Bonus will be paid to Executive no later than March 15th of on the calendar year following first payroll cycle after the 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 CombinationEffective Date.

Annual Bonus. In addition With respect to each calendar year during the Employment Term, Executive will be eligible to earn an annual bonus in a target amount of fifty percent (50%) of Executive’s Base SalarySalary (the “Annual Bonus”). For the period from the Commencement Date to December 31, 2017, Executive shall be eligible for an annual a pro-rata Annual Bonus. The actual bonus for each completed fiscal paid may be lower than the Annual Bonus depending on the degree of achievement of performance objectives, with the assessment of performance determined by the Company’s board of directors (the “Board”) or the Compensation Committee of the Board. The initial set of performance objectives will be reasonably established by the Board or the Compensation Committee of the Board, within sixty (60) days of the Commencement Date. Subsequent performance objectives will be reasonably established by the Board or the Compensation Committee of the Board within sixty (60) days of the beginning of the calendar year of employment to which the Annual Bonus relates. Any Annual Bonus earned by Executive during the Employment Term may be paid, in the Company’s sole discretion, in cash or shares of the Company’s common stock, or any combination thereof, and will be paid to Executive within sixty (“60) days of the end of the calendar year for which the Annual Bonus”)Bonus was earned, but in no event later than March 15th of the calendar following the calendar year in which the Annual Bonus was earned. The terms Executive must be employed on the last day of each calendar year in order to be eligible to receive an Annual Bonus for that calendar year; provided, however, that if the Company terminates Executive’s initial Annual Bonus are as set forth on Exhibit B employment other than For Cause prior to this Agreementthe last day of the relevant calendar year, and then the terms Company may pay a pro rata portion of the Annual Bonus for subsequent years shall be determined by the Board, upon the recommendation in a single lump sum payment within sixty (60) days of the Board’s Compensation Committee for each such subsequent year end 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 Committeerelevant calendar year, but 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no event later than March 15th of the calendar year following the calendar year in which such termination other than For Cause occurs and subject to which it relates. Executive’s Annual Bonus for 2025 (to the extent earned) will be prorated to reflect the portion timely execution and subsequent non-revocation of the year from Company’s standard release in the Closing of the Business Combination.form attached hereto as Exhibit C.

Annual Bonus. In addition to For each fiscal year ending during the Base SalaryEmployment Period, Executive shall be eligible for have the opportunity to receive an annual bonus for each completed fiscal year of employment during the Term (“"Annual Bonus”Target Bonus Opportunity"). 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 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 target levels of performance, equal to 100% of his Base Salary, so long as Executive is employed on the last day of the fiscal-year. Depending on actual results as measured against the performance objectives and/or established, Executive's actual bonus payment may range from zero to a maximum of 150% (or such other criteria greater amount as determined by the Board or a committee thereof) of Executive's Base Salary for each full fiscal year during the Employment Period. In the event the Employment Period is not extended due to the Company's giving a notice of nonextension pursuant to Section 1 above, the Company shall pay Executive a bonus payment for the final fiscal year of such Employment Period of no less than a pro rata amount equal to the number of months during which Executive was employed multiplied by Executive's Annual Target Bonus Opportunity for the year. The actual bonus, if any, payable for any such year shall be determined in accordance with the terms of the Company's Executive Officers' Bonus Plan (the "Annual Plan") or any successor plan, based upon the performance of the Company and/or Executive against target objectives established under such Annual Plan. The determination of whether and recommended to what extent the requisite performance objectives have been met shall be made by the Board’s Compensation Committee and such other factors as Board or the Compensation CommitteeBoard committee responsible for administering the Annual Plan, in its discretion, deems relevant (provided, however, if whose determination shall be final. Subject to Executive's election to defer all or a portion of any annual bonus payable hereunder pursuant to the listing requirements terms of any securities exchange on which deferred compensation or savings plan or arrangement maintained or established by the Company’s securities are then listed, Executive’s compensation, including any annual 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with under this Section 2(b3(b) shall be paid to Executive no later than March 15th in accordance with the terms of the Annual Plan, provided, however, that, regardless of the terms of such Annual Plan, Executive shall have the right to defer payment of up to that portion of his annual bonus which, when coupled with any portion of his Base Salary deferred for the same year of service, does not exceed 50% (or such greater percentage as the Company shall permit) of the sum of his Base Salary and his annual bonus, provided, however, any portion of Executive's annual bonus which would not be deductible to the Company pursuant to the provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), shall be deferred. Unless Executive shall otherwise elect a different payment date or dates or a different number of payments, any portion of Executive's annual bonus and/or Base Salary which is deferred in accordance with this Section 3 (whether at Executive's election or by reason of Section 162(m)) shall be payable to Executive in a single lump sum as soon as practicable following the end of the Employment Period for any reason and shall be credited with interest, on a compounded basis, on the last day of each calendar quarter, at 1% above the prime rate (as reported in The Wall Street Journal, Eastern Edition), as in effect on the first day of each such calendar quarter. Any election by Executive to change the timing of the distribution of the deferred amounts and/or the number of payments to be made shall be made in writing in a calendar year prior to the date payment is to be made, and shall only be effective if Executive completes at least six months' additional service as an employee following the year to which it relates. Executive’s Annual Bonus for 2025 (to date any such election is filed with the extent earned) will be prorated to reflect the portion Secretary of the year from the Closing of the Business CombinationCompany.

Annual Bonus. In addition The Executive may be entitled to receive an annual incentive bonus. The award of a bonus as well as the actual bonus amount, if any, payable to 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 BoardManager in its sole discretion, depending upon the recommendation Executive’s attainment of individual and the BoardManager performance objectives. The Executive’s Compensation Committee for each such subsequent year target annual incentive bonus shall be a percentage of employment as set forth hereinExecutive’s Base Salary equal to Fifty Percent (50%) or greater. 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 BoardThe Executive’s Compensation Committee and such other factors as the Compensation Committee, in its discretion, deems relevant (provided, howeverannual incentive bonus, if pursuant to the listing requirements of any securities exchange on which the Company’s securities are then listedany, 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the calendar year to which it relatesthe performance objectives relate. Notwithstanding the foregoing, in order to receive an annual incentive bonus, if any, the Executive must continue to be employed by the Manager through the date such bonus is payable; provided, however, that in the event the Executive’s Annual Bonus for 2025 (employment hereunder is terminated subsequent to the extent earnedend of an applicable calendar year to which the performance objectives relate and an incentive bonus would otherwise be payable to the Executive and such termination is (A) will due to the Executive’s death or disability, (B) by the Manager not for “proper cause”, or (C) by the Executive for “good reason”, such bonus shall be prorated payable without regard to reflect the portion Executive’s termination of employment. The Executive’s target annual incentive bonus in respect of the 2024 calendar year from shall be fifty percent (50%) of Executive’s initial Base Salary; provided, however, that the Closing award of a bonus in respect of the Business Combination2024 calendar year as well as the actual bonus amount, if any, shall be at the discretion of the Manager. Any annual incentive bonus awarded to or earned by Executive and otherwise due and payable in respect of service for less than a full year shall be pro-rated based on the actual number of calendar months the Executive was employed by the Manager during such year; provided, however, that the annual incentive bonus awarded to the Executive in respect of fiscal year 2024, if any, shall be pro-rated as if the Executive was employed by the Manager beginning on July 1, 2024.

Annual Bonus. In addition For calendar year 2021, Executive shall earn for Executive’s services to be rendered under this Agreement a fixed cash bonus of $250,000, provided that Executive remains an employee on the Base Salarypayment date, which payment shall occur on or before June 1, 2022 (the “Guaranteed Bonus”). Commencing with calendar year 2022 and during the period Executive is employed with Employer, Executive shall be eligible to earn for an Executive’s services to be rendered under this Agreement a discretionary annual cash bonus for each completed fiscal year with a maximum bonus opportunity of employment during fifty percent (50%) of the Term Salary, which amount is to be determined by the Board (the “Annual Bonus”), subject to review and upward adjustment by Employer in the sole discretion of the Employer’s Board or Compensation Committee thereof, payable subject to standard federal and state payroll withholding requirements. The terms of Whether or not Executive earns any Annual Bonus will also be dependent upon (a) Executive’s initial Annual Bonus are continuous performance of services to Employer and remaining in good standing through the date any such bonus is paid (other than as set forth on Exhibit B to this Agreementprovided in Article 4 below); (b) except for the Guaranteed Bonus, the actual achievement by Executive and the terms Employer of the Annual Bonus for subsequent years shall be determined applicable performance targets and goals set by the Board, upon the recommendation and (c) meeting any other applicable eligibility requirements that apply to all members of the BoardCompany’s executive team. The annual period over which performance is measured for purposes of this section is January 1 through December 31. The Board or the Compensation Committee for thereof will determine in its sole discretion the extent to which Executive and the Employer have achieved the performance goals upon which the bonus is based and the amount of the bonus. For calendar year 2022 and each such subsequent year of employment as set forth herein. thereafter, 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 eligible to receive a bonus in accordance with existing bonus targets established by the Board and recommended by the Board’s or its Compensation Committee and pursuant to any applicable incentive compensation plan under which such other factors as bonus targets were established. Any bonus shall be subject to the Compensation Committee, terms of any applicable incentive compensation plan adopted by Employer. Any bonus refenced in its discretion, deems relevant (provided, howeverthis section, if pursuant to the listing requirements of any securities exchange on which the Company’s securities are then listedearned, 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall will be paid to Executive within the time period set forth in the incentive compensation plan applicable to the Company’s executive team, or if no later than March 15th of such time period was established, during the calendar year first fiscal quarter following the end of year to during which it relates. Executive’s Annual Bonus for 2025 (to the extent bonus is earned) will be prorated to reflect the portion of the year from the Closing of the Business Combination.

Annual Bonus. In addition Executive shall be entitled to receive an annual bonus each calendar year, as follows: (a) For the Base Salaryfirst partial calendar year hereunder running from the Effective Date through December 31, 2012, Executive shall be paid a guaranteed bonus in the amount of $25,000 per calendar month for each calendar month of his employment hereunder between the Effective Date and December 31, 2012, pro-rated for any partial calendar month of employment during such period. Such bonus shall accrue throughout such period, and shall be payable in March of 2013 promptly following the filing with the SEC of the Form 10-K for 2012 and in no event later than March 15, 2013. (b) For the calendar year beginning January 1, 2013 and each calendar year thereafter during the period of his employment, Executive shall be eligible for to receive an annual incentive performance bonus for each completed fiscal year in an amount equal to up to 100% of employment during the Term his annual base salary (“Annual Bonus”). The terms of Executive’s initial Annual Bonus are or such greater percentage, if any, as set forth on Exhibit B to this Agreement, and the terms of the Annual Bonus for subsequent years shall be determined approved by the Board, Board based upon the 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 ). Such bonus shall be payable promptly following the filing with the SEC of the Form 10-K for the year 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 applies and 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no event later than March 15th 15 of the calendar year following the year to which it relates. the bonus applies. (c) The amount of Executive’s Annual Bonus annual incentive performance bonus for 2025 calendar year 2013 and each calendar year thereafter shall be approved from time to time by the Board based upon the recommendation of the Compensation Committee, and shall be pro-rated for any period of employment with Company during such calendar year of less than 12 months. The Compensation Committee’s recommendations may take into account such criteria as it establishes in its discretion, including, without limitation, recommendations from the Chief Executive Officer of Company. The bonus plan criteria applicable to any such annual bonus determination for Executive for any particular calendar year shall be (1) substantially similar (except for necessary differences based upon job responsibilities) for all Senior Executives and (2) established by the Compensation Committee and communicated to Executive in detail within the extent earned) will first 90 days of such calendar year. In the event of any termination of Executive’s employment with Company where Executive is entitled to receive a termination or severance payment under paragraph 4.1, 4.2 or 4.3, Executive shall also be prorated to reflect paid the portion of his annual incentive performance bonus which has accrued for the calendar year from to the Closing date of his termination of employment based upon such applicable bonus plan criteria, with such accrued bonus amount to be payable by Company to Executive on or before the Business Combinationdate such termination or severance payment is payable to Executive.

Annual Bonus. In addition (a) Subject to clause 6.3(b), the Base Salary, Executive shall be eligible for to receive an annual performance bonus for each completed fiscal year of employment during (the Term (“Annual Bonus”) with an annual target of 35% (the “Target Percentage”) of the Executive’s then-current Base Salary (the “Target Bonus”). The terms Annual Bonus will be based upon the assessment of the Board (or a committee thereof) of the Executive’s initial performance and Group’s attainment of targeted goals (as established by the Board or a committee thereof in its sole discretion) over the applicable calendar year. The Annual Bonus, if any, will be subject to applicable payroll deductions and withholdings. No amount of any Annual Bonus are is guaranteed at any time, and, except as set forth on Exhibit B to otherwise expressly stated in clause 17 of this Agreement, and the terms Executive must be an employee in good standing (without having given or received notice) through the date of payment of the Annual Bonus for subsequent years shall in order to be determined by the Board, upon the 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 eligible to receive an Annual Bonus and that the actual Annual Bonus payable no partial or prorated bonuses will be based on provided. Unless otherwise stated in clause 17 of this Agreement, any Annual Bonus, if awarded, will be paid by the achievement Company after receipt by the Parent of performance objectives and/or other criteria the audited financial statements of the Parent for the financial year in question, but no later than 31 May of the year following the year to which such bonus relates, and will be paid in cash or in securities, as determined by the Board and recommended by (or committee thereof). Any Annual Bonus will be subject to recoupment in accordance with any clawback policy that the Board’s Compensation Committee and such other factors as Parent or the Compensation Committee, in its discretion, deems relevant (provided, however, if Company is required to adopt pursuant to the listing requirements standards of any national securities exchange or association on which the Parent’s or any Group Company’s securities are then listed, Executive’s compensation, including listed or as is otherwise required by applicable law and any bonus compensation, must be set clawback policy that the Parent 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on otherwise adopts, to the extent applicable and permissible under applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to Good Reason. Except as otherwise stated in clause 17 of this Agreement, in the event the Executive leaves the employment of the Company for any reason prior to the date the Annual Bonus is paid. Any , the Executive is are not eligible to earn such Annual Bonus payable in accordance with this Section 2(bBonus, prorated or otherwise. (b) shall be paid to Executive no later than March 15th In respect of the 2021 calendar year following the year to which it relates. Executive’s Annual Bonus for 2025 (target shall be calculated as follows: an amount equal to the extent earned) will be prorated to reflect the portion of the Target Bonus as in effect on the Effective Date (calculated using the number of days in the 2021 calendar year from that have passed between (and including) the Closing of the Business CombinationEffective Date and 31 December 2021).

Annual Bonus. In addition to For the Base SalaryCompany's 2005 fiscal year, the Executive shall be eligible for an annual a target performance bonus for each completed fiscal year of employment during 50% of his base salary earned from the Term Effective Date through October 31, 2005 (“Annual the "2005 Bonus”"). The terms of Executive’s initial Annual Bonus are as set forth on Exhibit B to this Agreement, and the terms actual amount of the Annual 2005 Bonus for subsequent years paid shall be determined by the BoardCompany in its sole discretion but shall be at least $62,500. Commencing with the annual period November 1, upon 2005 through October 31, 2006 (the recommendation of "Annual Period" and where the Board’s Compensation Committee Annual Period shall represent the Company's fiscal year) and for each such subsequent year of employment as set forth herein. Executive understands and agrees Annual Period (or portion thereof, it being understood that this Agreement does not guarantee with respect to any partial Annual Period hereunder the payment of any Annual Bonus and that the actual Annual Bonus payable will shall be pro-rated based on the achievement number of days in such Annual Period that Executive was an employee of the Company) thereafter during his Employment, Executive will be eligible to receive a discretionary bonus (the "Annual Bonus"). The target Annual Bonus for each Annual Period shall be 50% of Executive's Base Salary (with such Base Salary determined as of the end of the applicable performance objectives and/or other criteria as determined period) unless such target bonus percentage is subsequently increased by the Board and recommended Company. Based on the evaluation by the Board’s Compensation Committee and such other factors as the Compensation Committee, Company in its discretionsole and absolute discretion that the Executive achieved some or all of the goals established by the Company in its sole and absolute discretion (the "Established Goals") for such Annual Period, deems relevant (the Company shall determine in its sole and absolute discretion the amount of the Annual Bonus that will be paid to Executive, provided, however, if pursuant Executive will be given the opportunity to provide to the listing requirements CEO his own evaluation 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 achievement of such Established Goals. Executive may also provide his own input with respect to what objectives should constitute the Established Goals but the actual determination of the Established Goals shall be set or approved in accordance with such requirements). Unless otherwise agreed by the Parties and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed decided by the Company on in its sole and absolute discretion, Notwithstanding the date the foregoing, for fiscal year 2006, Executive shall receive a minimum Annual Bonus is paidof at least $62,500. Any The 2005 Bonus and any subsequent year's Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th within ninety (90) days after the end of the calendar year following Annual Period and is subject to Executive being a Company employee and on working status with the year to which it relates. Executive’s Annual Bonus for 2025 (to Company through the extent earned) will be prorated to reflect the portion last day of the year from the Closing of the Business Combinationapplicable Annual Period.

Annual Bonus. (i) In addition to respect of each Fiscal Year during the Base SalaryTerm, the Executive shall be eligible for to receive an annual cash performance bonus under the Company’s annual bonus plan (as in effect from time to time for each completed fiscal year of employment during the Term senior executives) (an “Annual Bonus”), subject to the achievement of pre-established performance criteria and the Executive’s continued employment through the applicable payment date. The terms of performance targets shall be determined annually by the Board in its sole discretion, upon consultation with the Executive. The Executive’s initial target Annual Bonus are opportunity shall be equal to 100% of Base Salary and his maximum Annual Bonus opportunity shall be equal to 200% of Base Salary, it being understood that (i) the target and maximum Annual Bonus opportunities shall be calculated using the Base Salary as set forth on Exhibit B to this Agreementin effect at the beginning of the applicable performance period, and (ii) the terms actual amount of any Annual Bonus may be greater or less than the target amount (but not greater than the maximum amount) depending upon actual achievement of the Annual Bonus performance criteria for subsequent years the relevant Fiscal Year. (ii) The determination of the performance targets shall be determined by the BoardBoard in its sole discretion, upon following consultation with the recommendation Executive. The determination of the Board’s Compensation Committee for each such subsequent year level of employment as set forth herein. Executive understands achievement of the applicable performance targets, and agrees that this Agreement does not guarantee the payment actual amount of any Annual Bonus and that the actual Annual Bonus payable will for any given Fiscal Year shall 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 good faith discretion after the listing requirements end 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paidapplicable Fiscal Year. Any Annual Bonus payable in accordance with this Section 2(b) to the Executive shall be paid to Executive no him in the Fiscal Year following the Fiscal Year to which such Annual Bonus relates when annual bonuses for that Fiscal Year are paid to other senior executives of the Company generally, subject to the Board’s receipt of the audited financial statements of the Company for the applicable Fiscal Year and the Board’s determinations of the achievement of the performance targets and bonus payout amounts due in respect of such Fiscal Year, but in any event shall be paid not later than March 15th 15 of the calendar year Fiscal Year following the year Fiscal Year to which it relates. Executive’s such Annual Bonus for 2025 (to the extent earned) will be prorated to reflect the portion of the year from the Closing of the Business Combinationrelates.

Annual Bonus. In addition The Executive may be entitled to receive an annual incentive bonus. The award of a bonus as well as the actual bonus amount, if any, payable to 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 BoardManager in its sole discretion, depending upon the recommendation Executive's attainment of individual and the Board’s Compensation Committee for each such subsequent year Manager performance objectives. The Executive's target annual incentive bonus shall be a percentage of employment as set forth hereinExecutive's Base Salary equal to Fifty Percent (50%) or greater. 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, howeverThe Executive's annual incentive bonus, if pursuant to the listing requirements of any securities exchange on which the Company’s securities are then listedany, 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the calendar year to which it relatesthe performance objectives relate. Notwithstanding the foregoing, in order to receive an annual incentive bonus, if any, the Executive must continue to be employed by the Manager through the date such bonus is payable; provided, however, that in the event the Executive’s Annual Bonus for 2025 ('s employment hereunder is terminated subsequent to the extent earnedend of an applicable calendar year to which the performance objectives relate and an incentive bonus would otherwise be payable to the Executive and such termination is (A) will due to the Executive's death or disability, (B) by the Manager not for "proper cause", or (C) by the Executive for "good reason", such bonus shall be prorated payable without regard to reflect the portion Executive's termination of employment. The Executive's target annual incentive bonus in respect of the 2024 calendar year from shall be fifty percent (50%) of Executive's initial Base Salary; provided, however, that the Closing award of a bonus in respect of the Business Combination2024 calendar year as well as the actual bonus amount, if any, shall be at the discretion of the Manager. Any annual incentive bonus awarded to or earned by Executive and otherwise due and payable in respect of service for less than a full year shall be pro-rated based on the actual number of calendar months the Executive was employed by the Manager during such year; provided, however, that the annual incentive bonus awarded to the Executive in respect of fiscal year 2024, if any, shall be pro-rated as if the Executive was employed by the Manager beginning on July 1, 2024.

Annual Bonus. In addition to As additional compensation for services rendered, for each Contract Year in the Base SalaryContract Term starting with 2020, the Executive shall be eligible entitled to participate in the Company’s and/or the Partnership’s annual cash bonus plan or program for an senior executives (the “Annual Bonus Plan”), which, with respect to each Contract Year will provide for (i) a “target” annual cash bonus amount equal to no less than 125% of the Annual Base Salary received by the Executive during such Contract Year, to be payable if the applicable performance goals set by the Compensation Committee are achieved at target level for each completed fiscal year the applicable Contract Year but do not reach the stretch level set by the Compensation Committee, (ii) a “threshold” annual cash bonus of employment 93.8% of the Annual Base Salary received by the Executive during such Contract Year, to be payable if the Term applicable performance goals set by the Compensation Committee are achieved at the threshold level for the applicable Contract Year but do not reach the “target” level set by the Compensation Committee; or (iii) a “stretch” bonus of 187.5% of the Annual Base Salary received by the Executive during such Contract Year, to be payable if the applicable performance goals set by the Compensation Committee are achieved at stretch level for the applicable Contract Year (the annual cash bonus earned for a Contract Year, the “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 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 that for the Contract Year 2020, the Annual Bonus will be no less than 125% of the Annual Base Salary. The Annual Bonus for any Contract Year shall be payable to the listing requirements Executive in cash in the Contract Year following the Contract Year in respect 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive relates, at the same time in such following year as any annual bonus for the preceding Contract Year is entitled paid to receive payment any other Company and/or Partnership executive but in all events no later than the fifteenth (15th) day of the third (3rd) calendar month following the end of the Contract Year with respect to which such Annual Bonus only relates. The Executive shall be entitled to payment under an applicable Annual Bonus Plan if Executive he is employed by the Company on the date last day of the Contract Year in respect of which such Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the 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 to For each calendar year ending during the Base SalaryTerm (beginning with the calendar year ending December 31, 2014), the Executive shall be eligible for to receive an annual bonus (the “Annual Bonus”) with a target amount equal to forty percent (40%) of the Base Salary earned by the Executive for each completed fiscal such calendar year of employment during (the Term (“Target Annual Bonus”). The terms actual amount of each Annual Bonus will be based upon the level of achievement of the Company’s corporate objectives as established by the Board or the Compensation Committee (taking into account the input of the CEO with respect to the establishment of the corporate objectives) and the Executive’s initial individual objectives as established by the Board or the Compensation Committee (taking into account the input of the CEO and the Executive with respect to the establishment of the Executive’s individual objectives) for the calendar year with respect to which such Annual Bonus are as set forth on Exhibit B relates. The determination of the level of achievement of the corporate objectives for a year shall be made by the Board or the Compensation Committee (taking into account the input of the CEO with respect to this Agreement, the level of achievement of the corporate objectives) and the terms Executive’s individual performance objectives for a year shall be made by the Board or the Compensation Committee (taking into account the input of the CEO and the Executive with respect to the level of achievement of the Executive’s individual objectives), in each case, in the Board’s or the Compensation Committee’s reasonable discretion. Each Annual Bonus for subsequent years a calendar year, to the extent earned, will be paid in a lump sum in the same or the following calendar year, but not later than the 75th day of such following calendar year. The Annual Bonus shall not be deemed earned until the date that it is paid. Accordingly, in order for the Executive to receive an Annual Bonus, the Executive must be actively employed by the Company at the time of such payment. For calendar year 2014 and 2015 only, in the event of achievement of a Performance Event (as defined below) at any time on or prior to December 31, 2015, the Executive will receive a lump sum cash bonus (the “Performance Event Bonus”) for the calendar year during which the Performance Event occurs equivalent to 100% of Base Salary for such calendar year during which the Performance Event occurs (which shall be determined by the Board, upon the recommendation in lieu 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 Target Annual Bonus amount for 2014 or 2015, as applicable), payable in the same calendar year in which the Performance Event (if any) occurs or within the first 75 days of the following calendar year, subject to the Executive’s continued active employment with the Company at the time of such payment. As used in this Section 3.1(c) and that in Section 3.1(d), “Performance Event” means, at any time on or before December 31, 2015, but before the actual Annual Bonus payable will be based on Company raises cumulatively $90,000,000 through a financing or series of financings, the achievement Company’s consummation of performance objectives and/or other criteria a transaction resulting in a merger, sale of equity to a strategic partner at a price greater than then current Fair Market Value as defined in the 2013 Plan (as defined below), sale of assets, partnering, joint venture or licensing transaction, in each case yielding sufficient net cash proceeds to the Company to reduce the Company’s capital needs to complete the REGULATE-PCI study by at least $45,000,000, as determined by the Board and recommended by the Board’s Compensation Committee and such other factors as of Directors or the Compensation Committee. For the avoidance of doubt, the Executive shall only be eligible to receive one Performance Event Bonus (i.e., in its discretion, deems relevant (provided, however, if pursuant no event is the Executive eligible to receive a Performance Event Bonus for both 2014 and 2015). If the Executive does not become entitled to the listing requirements of any securities exchange on which Performance Event Bonus for 2014 or 2015, then he shall remain eligible for 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 regular Annual Bonus for 2014 and 2015 in accordance with such requirements). Unless otherwise agreed by the Parties and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the 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 Combinationterms provided herein.

Annual Bonus. In addition to the Base Salary, Executive shall be eligible paid two payments as described in this section. The first payment shall be in an amount equal to the annual incentive bonus under the Company’s annual incentive plan (“Annual Incentive Plan”) that would be paid or payable to Executive for an annual bonus for each completed the fiscal year of employment the Company during which Executive’s Date of Termination occurs, assuming the Term target level(s) of performance had been met for such fiscal year, multiplied by a fraction (the “Pro Rata Fraction”) the numerator of which is the number of days that have elapsed in the then current fiscal year through Executive’s Date of Termination and the denominator of which is 365 (“Initial Annual Bonus”). The terms of Such Initial Annual Bonus payment shall be made in a single lump sum within ten (10) days following Executive’s initial Annual Bonus are as set forth Date of Termination. Additionally, if and to the extent that, based on Exhibit B to this Agreement, and the Company’s performance under the terms of the Annual Bonus for subsequent years shall be determined by the BoardIncentive Plan, upon the 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, performance for the fiscal year during which Executive’s compensationDate of Termination occurs exceeds the target performance levels in the Annual Incentive Plan used to calculate the Initial Annual Bonus, including any bonus compensationExecutive shall receive an additional payment equal to the payout under the Annual Incentive Plan which Executive would have received for the fiscal year during which his Date of Termination occurs, must multiplied by the Pro Rata Factor, less the Initial Annual Bonus. Such additional payment shall be set or approved made in a different manner, single lump sum as soon as reasonably practical following the end of the Company’s fiscal year during which Executive’s compensation shall be set or approved Date of Termination occurs, and in accordance with such requirements). Unless otherwise agreed any event by the Parties and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th end of the calendar year following the during which such fiscal 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 Combinationends.”

Annual Bonus. In addition to the Base Salary, The Executive shall will be eligible for to receive an annual bonus for each completed fiscal based upon attaining the performance criteria set by the Boards of Directors: (a) For the Company, the terms and conditions of any bonus plan implemented by the Company are subject to modification from year to year by the Board of employment during Directors of the Term Company in the Company’s sole discretion (the “Silver Bull Annual Bonus”). Whether the Executive has achieved the performance criteria in any year shall be determined by the Board of Directors of the Company, acting reasonably. (b) For Arras, the Executive is eligible to participate in the Arras’ annual performance bonus plan with a target of up to fifty (50) percent of the Arras Annual Base Salary (the “Arras Annual Bonus”). The terms amount of Executive’s initial the Arras 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 BoardArras Board of Directors, upon the 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 in its sole discretion, based on the achievement of certain financial and operating goals and individual performance objectives and/or other criteria as determined defined by the Board and recommended of Directors in its sole discretion. The Executive acknowledges that there is no assurance that any Arras Annual Bonus will be paid in any given year, that the Arras Annual Bonus arrangements will remain unchanged or that the Arras Annual Bonus will be of the same amount in any future year as in any past year. Subject to the requirements of Section 4 of this Agreement, in the event the Executive gives or receives notice of termination of engagement, all entitlement to receive an Arras Annual Bonus shall cease (except for: Arras Annual Bonuses that have already been paid to the Executive by the Board’s Compensation Committee Corporation; any Bonuses that have been awarded to the Executive by the Corporation in respect of an already completed financial year of the Corporation but which have not yet been paid by the Corporation to the Executive; and such other factors as Arras Annual Bonuses that have been earned by the Compensation CommitteeExecutive but not paid to the Executive by the Corporation however, in its discretionthis latter instance, 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Arras Annual Bonus shall be deemed “earned” paid on a pro rata basis, up to but not beyond the termination date, based on the financial and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed operating goals and individual performance objectives that had been set by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th Board of the calendar year following the 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 CombinationDirectors).

Annual Bonus. In addition to For all of 2017 (without proration) and subsequent fiscal years ending during the Base SalaryTerm, Executive shall be eligible for an annual bonus for each completed fiscal year of employment during as set forth herein (the Term (“Annual Bonus”). The terms Annual Bonus shall be determined by the Board based upon J.Jill’s and the Company’s achievement of financial and other goals to be determined annually by the Board, in consultation with Executive, which goals shall, except as otherwise agreed by the Board and Executive, apply for all senior executives of the Company who are participants in the Annual Bonus plan. Executive’s target Annual Bonus shall be equal to one hundred percent (100%) of Executive’s initial Annual Bonus are as set forth on Exhibit B to this AgreementBase Salary (the “Target Bonus”), and if all performance objectives for the applicable performance year are obtained or exceeded, Executive shall receive no less than the Target Bonus. In addition, Executive shall have an opportunity under the terms of the Annual Bonus to receive an Annual Bonus in excess of the Target Bonus as set forth in the applicable Annual Bonus plan. Executive’s target bonus opportunity as a percentage of Base Salary shall be reviewed by the Board (or the appropriate committee of the Board) annually at the same time as the review of Executive’s Base Salary and shall be subject to increase (but not decrease) by the Board (or the appropriate committee of the Board) in its discretion. After any such increase, “Target Bonus” for subsequent years purposes of this Agreement shall mean such increased amount. The Annual Bonus awarded for a fiscal year shall be determined by the BoardBoard after the end of such fiscal year and shall be paid in cash and in accordance with the Company’s customary practices for payment of annual bonuses to senior executive employees in the calendar year following, upon and not within, the recommendation fiscal year for which the Annual Bonus is earned, but in all events no later than the earlier of (i) seventy-five (75) days after the later of (x) the close of the Board’s Compensation Committee fiscal year for each such subsequent year of employment as set forth herein. Executive understands and agrees that this Agreement does not guarantee which the payment of any Annual Bonus was earned and that (y) the actual Annual Bonus payable will be based on the achievement completion of performance objectives and/or other criteria as determined by the Board and recommended by the Boardsuch fiscal year’s Compensation Committee and financial audit or (ii) April 15 of such other factors as the Compensation Committee, in its discretion, deems relevant (calendar year; provided, however, if pursuant to the listing requirements of any securities exchange on which the Company’s securities are then listedthat except as otherwise provided in this Agreement, Executive’s compensation, including any bonus compensation, Executive must be set or approved in a different manner, Executive’s compensation shall employed through the end of the applicable fiscal year to be set or approved in accordance with such requirements). Unless otherwise agreed by the Parties and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the 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 CombinationBonus.

Annual Bonus. In addition With respect to each full fiscal year during the Base SalaryEmployment Term (commencing with the 2016 fiscal year), Executive shall be eligible for to earn an annual bonus for each completed fiscal year of employment during the Term award (an “Annual Bonus”). The terms ) of an amount, expressed as a percentage of Executive’s initial Annual Bonus are Base Salary, 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, or any duly authorized committee thereof, within the first three months of each fiscal year of the Employment Term (with it being understood that such percentage of Executive’s Base Salary is the “Target”), based upon the recommendation achievement of the performance targets established by the Board, or any duly authorized committee thereof, within the first three months of each fiscal year during the Employment Term and communicated to Executive in writing promptly thereafter. For the 2016 fiscal year, Executive’s Compensation Committee for each such subsequent year Target shall be 100% of employment as set forth herein. Executive’s Base Salary, performance targets shall be communicated in writing to Executive understands prior to the commencement of the Employment Term, and agrees that this Agreement does not guarantee the payment amount of any Annual Bonus and that the actual Annual Bonus payable will bonus payment for 2016 shall be pro-rated based on the achievement date of performance objectives and/or other criteria as determined by the Board commencement of employment during 2016 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, pro-ration schedule under the Incentive Compensation Plan. Executive’s compensation, including any bonus compensation, must be set or approved in a different manner, Executive’s compensation performance targets during the Employment Term shall be set or approved in accordance aligned with such requirements)those established for the Company’s Chief Executive Officer. Unless otherwise agreed by the Parties and subject to Section 4(c)(ii)The Annual Bonus, if an Annual Bonus is awardedany, such Annual Bonus shall be deemed “earned” paid to Executive within two and Executive is entitled to receive payment one-half (2.5) months after the end of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paidapplicable fiscal year. Any Annual Bonus payable hereunder shall be determined in accordance with this Section 2(b) shall be paid to Executive no later than March 15th the terms of the calendar year following Company’s Cash Incentive Plan, as currently in effect and as it may be amended from time to time, including any successor plan (the year to which it relates“Incentive Compensation Plan”). Executive’s Annual Bonus for 2025 (to In the extent earned) will event of a Change In Control as defined in the Incentive Compensation Plan, the annual bonus may be prorated to reflect pro-rated in accordance with the portion terms of the year from the Closing of the Business CombinationIncentive Compensation Plan.

Annual Bonus. In addition to the Base Salary, The Executive shall be eligible for entitled to receive an annual bonus for each completed full or partial fiscal year of employment the Company during the Term Employment Period (the “Annual Bonus”). The terms of Executive’s initial Annual Bonus are as set forth on Exhibit B , based upon the Company achieving financial and business objectives for the fiscal year with respect to this Agreement, and the terms of which the Annual Bonus accrues. The financial and business objectives for subsequent years each fiscal year shall be determined by the Board, upon the 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 (providedafter consultation with the Executive, however, if pursuant to within the listing requirements time frames set forth in Section 9(a) of any securities exchange on which the Company’s securities are then listed2014 Incentive Plan (as amended from time to time, Executivethe “2014 Plan”), or a similar section of any successor Company incentive plan. Starting with the Company’s compensation2017 fiscal year, the target Annual Bonus for each fiscal year shall be equal to two hundred percent (200%) of the Base Salary in effect on the first day of such fiscal year. The Annual Bonus shall be paid in the form determined by the Compensation Committee in its discretion, including any bonus compensationcash, must be set shares of Company Common Stock, stock options or approved in other equity-based awards. The Company shall pay each Annual Bonus to the Executive no later than two and a different manner, Executive’s compensation shall be set or approved in accordance with such requirements). Unless otherwise agreed by half (2-1/2) months after the Parties and subject to Section 4(c)(ii), if an end of the fiscal year for which the Annual Bonus is awarded; provided that, such Annual Bonus shall be deemed “earned” and except as otherwise provided in this Agreement, the Executive is entitled to receive payment of such Annual Bonus only if Executive is remains continuously employed by the Company on or its subsidiaries and affiliates (the “Company Group”) through the date on which the Annual Bonus is paid. Any 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 Executive and the Executive’s representatives shall have the right, at the Executive’s cost, to inspect the records of 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 payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the year to which it relates. Executive’s Annual Bonus for 2025 (prorated to the extent earned) will be prorated it is calculated for a period of less than a full fiscal year. The Annual Bonus is intended to reflect the portion qualify as annual incentive compensation under Section 9 of the year from 2014 Plan, or a similar section of any successor Company incentive plan, and shall be subject to the Closing conditions and limitations of the Business Combinationsuch section.

Annual Bonus. In addition to 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 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the 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 to the Base Salary, The Executive shall be eligible for an annual to earn a cash bonus for payment each completed fiscal year of employment during under this Agreement the Term (“Annual BonusBonus Payment”). The terms of Executive’s initial Annual Bonus are as set forth on Exhibit B to this AgreementFor the 2019 fiscal year, and the terms of the Annual Bonus for subsequent years Payment, if any, shall be determined by the Board, upon the recommendation discretionary. Beginning in 2020 and continuing each year 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 thereafter, the payment of any Annual Bonus and that the actual Annual Bonus payable will Payment shall be calculated based on the upon achievement of performance objectives and/or other criteria as determined by the Board and recommended a target financial objective set by the Board’s Compensation Committee within three months of the beginning of each fiscal year thereafter. Such Annual Bonus Payment shall be based, at least in part, upon the target financial objective for the Company as compared to EBITDA for the prior fiscal year. 3.2.2.1 If the Board subsequently determines the financial statements of the Company must be materially restated for any fiscal year involved in the determination of the Annual Bonus Payment, the Executive may be required to repay any portion of the Annual 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 previously been paid and such what the Executive would have earned under the restated financial statements. 3.2.2.2 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 following purposes: (a) to exclude net gains and losses on the disposal of assets and other factors as non-operating income or expense items; (b) to exclude EBITDA generated from acquisitions of new businesses or companies during the Compensation Committeeyear (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 period; and (d) for other items in the discretion of the Board, in its discretion, deems relevant (provided, howeverhowever that as to Executive Officers, the Board may not exercise discretion to increase EBITDA for purposes of the Annual Bonus Payment. 3.2.2.3 The Annual Bonus Payment, if pursuant to earned, will be paid in cash no later than 30 days after the listing requirements completion of any securities exchange on which the annual audit of the Company’s securities are then listedconsolidated financial statements, Executive’s compensation, including any bonus compensation, must be set or approved in a different manner, Executive’s compensation unless the Executive shall be set or approved in accordance with such requirements). Unless otherwise agreed by elect to defer the Parties and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment receipt of such Annual Bonus only if Executive is employed by Payment pursuant to an arrangement which meets the Company on the date requirements of Section 409A. In any event, for purposes of Section 409A, the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall Payment will not be paid to considered earned by the Executive no later than March 15th until the completion of the calendar year following the year to which it relates. Executive’s Annual Bonus for 2025 (to the extent earned) will be prorated to reflect the portion annual audit of the year from the Closing of the Business CombinationCompany’s consolidated financial statements.

Annual Bonus. In addition to the Base Salary, The Executive shall be eligible for paid an annual cash performance bonus for each completed fiscal year of employment during the Term (an “Annual Bonus”)) in respect of each calendar year that ends during the Employment Period, to the extent earned based on performance against objective and reasonably attainable performance criteria. The terms performance criteria for any particular calendar year shall be 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 other senior executives of the Company for the applicable year. The Executive’s initial Annual Bonus are as set forth on Exhibit B to this Agreement, and the terms of the target Annual Bonus for subsequent years a calendar year shall equal 169% of his Annual Base Salary (the “Target Bonus”) 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 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. The Executive’s Annual Bonus for a calendar year shall be determined by the Board, upon Committee after the recommendation end of the Board’s Compensation Committee calendar year and shall be paid to the Executive when annual bonuses for each that year are paid to other senior executives of the Company generally, but in no event later than March 15 of the following calendar year, unless the Executive shall elect to defer the receipt of 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 pursuant to an arrangement implemented by the Employer that meets the requirements of 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 that in good faith, and shall consult with Executive to the actual extent appropriate. The Annual Bonus payable will shall be based on the achievement paid in cash, fully vested and freely transferable shares of performance objectives and/or other criteria common stock of FR (“Common Stock”) or LTIP Units (as hereinafter defined), or a combination thereof, as determined by the Board and recommended by Committee provided that 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th percentage of the calendar year following the year to which it relates. Executive’s Annual Bonus for 2025 (to the extent earned) will paid in equity shall not be prorated to reflect the portion greater than that of the year from the Closing of the Business Combinationother senior executives generally.

Annual Bonus. In addition Pursuant to the Base SalaryMonro Muffler Brake, Executive Inc. Management Incentive Compensation Plan (as such plan may be amended or replaced from time to time, the “Bonus Plan”), the Company shall be eligible for an annual pay the Executive, as soon as practicable and within 120 days of its fiscal year-end, a cash bonus for in respect of each completed prior fiscal year of employment during the Term (beginning with the fiscal year ending in March 2018, and prorated for such year based on the time employed hereunder during such year), of 90% of Base Salary if the Company achieves its threshold performance levels and 100% of Base Salary if the Company achieves target level of performance set by the Committee with respect to such year, increased up to a maximum of 150% of Base Salary pursuant to the terms of the Bonus Plan’s matrix /formula in effect for such year if the Company exceeds such performance targets as determined by the Committee (the “Annual Bonus”). The terms Committee will consult with the Executive in respect of Executivethe setting of performance goals, matrices, metrics and thresholds with respect to each fiscal year during the Term. If this Agreement terminates other than at the end of a fiscal year and if the Executive is entitled to a pro rata bonus for such partial year pursuant to Section 5 hereof, such pro rata bonus shall be equal to the bonus the Executive would have received under the Bonus Plan, based on the Company’s initial actual performance during such fiscal year, had he been employed by the Company for the entire 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 (the “Pro Rata Bonus”). The Executive may be entitled to the Annual Bonus for the year prior to the year in which the Executive is terminated, to the extent not yet paid (the “Preceding Bonus”). The Executive shall be entitled to receive the Preceding Bonus and/or the Pro Rata Bonus, as applicable: (i) at the same time the annual bonuses for the same periods are as set forth on Exhibit B paid to this Agreementother senior-level executives of the Company; and (ii) only to the extent the Company’s Board or any Committee designated by the Board determines to pay such bonus to the executive-level employees of the Company pursuant to achievement of performance under the Bonus Plan. The Annual Bonus shall, and in all respects, be subject to the terms of the Bonus Plan, except that Annual Bonus for subsequent years shall be determined by the Board, upon the 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 Bonuses will be based on paid in cash and no Annual Bonuses will be deferred absent 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)prior written consent. Unless otherwise agreed by the Parties and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the 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 to For fiscal year 1996 (ending February 4, 1997) and for each fiscal year that begins during the Base SalaryEmployment Period (each such fiscal year, a "Bonus Year"), Executive shall be eligible entitled to receive a bonus (each, a "Bonus") as hereinafter set forth. The Bonus for an annual bonus Bonus Year 1996 shall be $175,000, payable on or before February 1, 1997. For Bonus Year 1997 (ending January 31, 1998), Executive shall be entitled to receive a Bonus of 50% of Base Salary conditioned upon the satisfaction of (a) Company performance goals established by the Committee for such Bonus Year and (b) personal performance goals submitted by the Executive to, and approved by, the Company and the Committee for such Bonus Year. Company and personal performance goals are herein referred to collectively as the "Performance Goals". For Bonus Year 1998 (ending January 30, 1999), and for each completed fiscal year Bonus Year thereafter, Executive shall be entitled to receive a Bonus of employment during 75% of Base Salary conditioned upon satisfaction of the Term (“Annual Bonus”)Performance Goals for such Bonus Year. In the event the Performance Goals for any Bonus Year are not fully satisfied, the Committee shall have the right, but not the obligation, to grant a partial Bonus for such Bonus Year. The terms Performance Goals for each Bonus Year shall be established as soon as possible following the beginning of Executive’s initial Annual such Bonus are as set forth on Exhibit B 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 (a) the Employment Period shall expire or terminate and (b) Employee is entitled to this Agreementpayment of a bonus pursuant to Section 6 hereof, the Bonus payable for the Bonus Year in which the Employment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, multiplied by a fraction, the numerator of which shall be the number of days of the Employment Period within the Bonus Year and the terms denominator of the Annual Bonus for subsequent years which shall be determined by 365. For the Board, upon purposes of determining the recommendation amount 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 listedimmediately preceding sentence, Executive’s compensation, including any bonus compensation, must be set or approved in a different manner, Executive’s compensation it shall be set or approved in accordance with such requirements). Unless otherwise agreed assumed that all conditions to payment based upon performance by the Parties 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 reason whatsoever on a day prior to payment to Executive of a Bonus for the last full Bonus Year contained within the Employment Period, and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and (z) Executive is would have been entitled to receive payment of a Bonus for such Annual last full Bonus only if Executive is employed by Year had the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) Employment Period not ended - then, Employer shall be paid pay to Executive no later than March 15th of the calendar year following the year to which it relates. Executive’s Annual Bonus for 2025 (to such last full Bonus Year as and when such Bonus would have been paid had the extent earned) will be prorated to reflect the portion of the year from the Closing of the Business CombinationEmployment Period not ended.

Annual Bonus. (a) Executive shall be eligible to receive an annual bonus (“Annual Bonus”) for each full calendar year beginning on or after January 1, 2010 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 75% to 100% of Executive’s Base Salary for the applicable Bonus Year; provided that, for the 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. Notwithstanding the foregoing, 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) In addition to the Base SalaryAnnual Bonus, Executive shall be eligible for an annual to additional incentive bonus for each completed fiscal year compensation in the sole discretion of employment during the Term Board, sitting without Executive (the “Discretionary Bonus” and together with the Annual Bonus, the “Bonuses”). The frequency, amount, and payment 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 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Discretionary Bonus shall be deemed “earned” and Executive is entitled left to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th exclusive discretion of the calendar year following the year to which it relates. Board (sitting without 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 to During the Base SalaryEmployment Period, the Executive shall be eligible for 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 completed fiscal plan year of employment that ends during the Term (“Annual Bonus”). The terms of Executive’s initial Annual Bonus are as set forth on Exhibit B Employment Period, to this Agreement, and the terms of the Annual Bonus for subsequent years shall be determined by the Board, upon the 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 extent earned based on the achievement of performance objectives and/or criteria set by the Board or the Compensation Committee. The performance criteria for a plan year shall be 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 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 for any plan year shall be determined by the Board or the Compensation Committee after the end of such plan year and shall be paid 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 .2. hereof after the end of any plan year (other criteria than pursuant to Section 9(c)), but prior to such Annual Bonus determination by the Board or the Compensation Committee with respect to that plan year, and 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 and recommended by the Board’s Compensation Committee and such other factors as or 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)considered an Accrued Benefit. Unless otherwise agreed For the 2022 plan year, any Annual Bonus earned by the Parties and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus Executive shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company based on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the full calendar year following the 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 Combinationplan year.

Annual Bonus. In addition to During the Base SalaryTerm and beginning with calendar year 2016, Executive shall will be eligible for to participate in an annual bonus for each completed fiscal year of employment during incentive program established by the Term Board or the Compensation Committee. Executive’s annual compensation under such incentive program (the “Annual Bonus”) shall be initially targeted at a cash amount of 75% of his Annual Base Salary (the “Target Bonus”). The terms of Executive’s initial , with the expectation that the Annual Bonus are will scale upward and downward based on individual and/or actual Company performance, as set forth determined by the Board or the Compensation Committee. Beginning with calendar year 2017, the Target Bonus shall be subject to adjustment, as determined by the Board or the Compensation Committee on Exhibit B account of any increased equity incentive opportunities; provided, however, that no such adjustment may reduce the Target Bonus to this Agreement, and the terms below a targeted cash amount of 65% of the Annual Bonus for subsequent years shall be determined Base Salary without prior approval by the Board, upon the recommendation of the Board’s Compensation Committee for each such subsequent year of employment as set forth hereinExecutive. Executive understands and agrees that this Agreement does not guarantee the The payment of any Annual Bonus and that pursuant to the actual Annual Bonus payable will incentive program shall be based on the achievement of subject to all applicable performance objectives and/or other criteria determinations as determined may be made annually by the Board and recommended by the Board’s Compensation Committee and such other factors as or the Compensation Committee, in its discretion, deems relevant (and Executive’s continued employment with the Company through the date of payment; provided, however, that if Executive’s employment terminates due to death, Disability, without Cause, or for Good Reason pursuant to the listing requirements of any securities exchange on which the Company’s securities are then listedSections 3(a)(i), (ii), (iv), or (vi) Company shall pay to Executive (or Executive’s compensationestate, 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 Section 4(c)(iiif applicable), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment a pro-rated portion of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paidto which Executive would have been entitled had Executive’s employment not so terminated, based on the number of days Executive was employed during such year, subject to (except in the event of Executive’s death) Executive’s execution and non-revocation of a Release (as defined below). Any The Annual Bonus payable in accordance with this Section 2(b) Bonus, if any, shall be paid to Executive no later than March 15th seventy-five (75) days following the end of the calendar year following the year to which it the Annual Bonus relates. Executive’s Any Annual Bonus earned for 2025 (to calendar year 2016 shall be pro-rated based on the extent earned) will be prorated to reflect number of days beginning with the portion of the year from the Closing of the Business CombinationEffective Date through and including December 31, 2016.

Annual Bonus. In addition to the Base Salary, The Executive shall be eligible to participate in the Revlon Executive Annual Bonus Program as in effect from time to time, or such program or plans, if any, as may succeed it (the “Bonus Program”), with target bonus eligibility of 75% of Base Salary for an annual bonus for each completed fiscal year achieving performance objectives set by the Compensation Committee or its designee, subject to the terms and conditions of employment during such Bonus Program and the Term Revlon Executive Incentive Compensation Plan (the “Annual BonusIncentive Compensation Plan”). The terms of In the event that the Executive’s initial Annual employment shall terminate pursuant to Section 4.4 during any calendar year, the Executive’s bonus with respect to the year during which such termination occurs shall be pro-rated for the actual number of days of active employment during such year and such bonus as pro-rated shall be payable (i) if and to the extent bonuses are payable to executives under the Bonus are as set forth on Exhibit B to this Agreement, and the terms Program for that year based upon achievement of the Annual objectives set for that year and not including any discretionary bonus amounts which may otherwise be payable to other executives despite non-achievement of bonus objectives for such year and (ii) on the date bonuses would otherwise be payable to executives under the Bonus for subsequent years Program. Notwithstanding anything herein or contained in the Bonus Program to the contrary, in the event that the Executive’s employment shall terminate pursuant to Section 4.4 during any calendar year, the Executive shall be determined by the Board, upon the 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment the Executive’s bonus (if not already paid) with respect to the year immediately preceding the year of termination (if bonuses with respect to such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus year are payable in accordance with this Section 2(b) shall to other executives based upon achievement of bonus objectives and not based upon discretionary amounts which may be paid to other executives despite non-achievement of bonus objectives) as and when such bonuses would otherwise be payable to executives under the Bonus Program, despite the fact that Executive may not be actively employed on such date of payment. Notwithstanding anything to the contrary contained herein, for the year ending December 31, 2018, the Executive’s annual bonus opportunity shall be targeted at 75% of the Executive’s Base Salary (without proration) and in no event will the bonus awarded be less than 75% of the Executive’s Base Salary ($450,000), and it shall be payable at the same time as other executives’ bonuses are paid, but no later than March 15th of 15, 2019, provided that Executive remains employed through the calendar year following the year payment date, unless this Agreement is terminated pursuant to which it relatesSection 4.4. 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 Combination3.

Annual Bonus. In addition Executive may be entitled to receive an annual incentive bonus. The award of a bonus as well as the actual bonus amount, if any, payable to the Base Salary, Executive shall be eligible for an annual bonus for each completed fiscal year detennined by the Company's Board of employment during Directors in its sole discretion, depending upon Executive's attainment of individual and Company perfonnance objectives. Although the Term (“Annual Bonus”). The terms of Executive’s initial Annual Bonus are as set forth on Exhibit B to this AgreementCompany retains discretion in dete1mining eligibility for, and the terms of the Annual Bonus for subsequent years shall be determined by the Boardamount of, upon the 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 Committeean annual bonus, in its discretion, deems relevant (provided, howeverit is anticipated that, 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled employed at year-end, and if all other conditions of eligibility have been satisfied, then Executive shall receive an annual incentive bonus in an amount equal to receive payment at least fifty per cent (50%) of his then-cmTent Base ▇▇▇ my for such Annual Bonus only if year if: (!) Executive is employed by the Company in good standing at the time bonus dete1minations are made; and (2) the Company achieves its annual target perfmmance goals, as dete1mined by the Board (or a Compensation Committee of the Board). The Board's detennination of the Company's target perfonnance goal achievement shall be based on factors including, without limitation, gross revenue, gross margins, operating expenses, pre-tax profit, and cash reserves. The amount of Executive's bonus, if any, shall be based on factors including, without limitation, the Company's target pe1formance and Executive's contribution to the same, as well as Executive's performance on the date whole for the Annual Bonus is paidyear. Any Annual Bonus payable Executive's annual bonus, if any and if paid in accordance with this Section 2(b) cash, shall be paid to Executive no later than March 15th 31" of the year following the calendar year following the year to which it relatesthe performance objectives relate. Executive’s Annual Bonus for 2025 (The Company retains the discretion to issue Executive a comparable, equivalent bonus in the extent earned) will fmm of stock in lieu of cash, such award to be prorated to reflect the portion made no later than March 31" of the year from following the Closing of calendar year for which the Business Combinationbonus is being paid.

Annual Bonus. In addition to At the Base Salaryend of each calendar year during the Employment Period, Executive shall be eligible for to receive an annual cash bonus in a target amount of seventy-five percent (75%) of Executive’s Base Salary (“Target Bonus”), or such higher amount as determined in the sole discretion of the Chief Executive Officer, up to 112.5% of Executive’s Base salary. Each calendar year during the term of this Agreement, at the sole discretion 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 Executive are to be made for that year. Such bases may include, without limitation, the achievement of performance criteria/goals relating to Executive, the various job duties of Executive, 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 Executive for that year. In addition, beginning with 2016, for any year coincident with the determination by the Compensation Committee of the performance criteria for each completed fiscal year such year, the Compensation Committee may adjust upward, only in respect of employment during that year, the Term Target Bonus applicable thereto. The actual amount of the bonus payable hereunder (the “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 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive by no later than March 15th 15 of the calendar year following the year to which it relates, so long as Employee is actively employed by the Company and has not provided a notice of resignation to the Company or received a notice of termination for Cause from the Company, in each case as of the last day of the calendar year to which the bonus relates. Executive’s Annual Executive shall not be eligible for pro-rata bonuses (i) in the event that this Agreement is terminated by the Company without cause pursuant to Section 6(c) below, (ii) in the event Executive decides not to renew this Agreement and provides the notice described in Section 2 above, or (iii) as otherwise so provided in this Agreement. Moreover, it is agreed by the parties that, with respect to calendar year 2016, Executive shall be eligible for the full Target Bonus for 2025 (to the extent earned) will be such year rather than a prorated to reflect the portion of the year from the Closing of the Business Combinationbonus.

Annual Bonus. In addition to the Annual Base Salary, the Executive shall be eligible for entitled to an annual bonus for each completed fiscal year of employment during (the Term (“Annual Bonus”). The terms ) as follows: in recognition of the Executive’s initial Annual Bonus are as set forth on Exhibit B services to this Agreementthe Company in calendar year 2005, and in February, 2006, the terms Executive shall be entitled to receive a single lump sum cash payment of $1,125,000; in recognition of the Annual Bonus for subsequent years Executive’s services to the Company in calendar year 2006, in February 2007, the Executive shall be determined by the Boardentitled to receive $1,125,000, upon the 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 in either cash or stock, or a combination thereof, as determined by the Board and recommended by the Board’s Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”). Any restricted shares and cash units granted to the Executive pursuant to this Section 2(b)(ii) shall be subject to vesting and such other factors terms as may be provided in a Restricted Stock Agreement or Cash Unit Agreement in the Compensation Committee, forms used by the Company at the time for awards of restricted stock or cash units to its most senior executives. Notwithstanding anything in its discretion, deems relevant (provided, however, if pursuant this Employment Agreement to the listing requirements contrary, the Executive shall not be entitled to any bonus earned during the Employment Period other than the Annual Bonus. 2. Effective January 1, 2005, Section 2(b)(v) of any securities exchange on the Employment Agreement is hereby amended by adding the following sentence to the end thereof: Reimbursement shall be paid no later than March 15 following the year in which the Company’s securities are then listedExecutive incurs the employment expense. 3. Effective January 1, Executive’s compensation2005, 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 Section 2(b)(vi) of the Employment Agreement is hereby amended by adding the Parties and subject following sentence to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and the end thereof: Fringe benefits to which the Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid no later than March 15 following the year in which the benefits are earned. 4. Effective January 1, 2005, Section 2(b)(x) of the Employment Agreement is hereby amended by adding the following sentence to the end thereof Reimbursement shall be made to Executive no later than March 15th of the calendar year 15 following the year to in which it relatesthe Executive incurs the expense. 5. Executive’s Annual Bonus for 2025 (Effective January 1, 2005, Section 4 of the Employment Agreement is hereby amended by adding the following new subsection to the extent earned) will be prorated to reflect the portion of the year from the Closing of the Business Combination.end thereof:

Annual Bonus. In addition to During 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 Agreementemployment with the Company, and the terms of the Annual Bonus for subsequent years shall be determined by the Board, upon the 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, entitled to participate 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 listedannual executive bonus program (the “Executive Bonus Program”) as more particularly described in Exhibit A, Executive’s compensationpursuant to which the Executive participates as of the date of this Agreement. For each of calendar year 2019, including any bonus compensation2020 and thereafter, must be set or approved in a different manner, Executive’s compensation shall be set or approved in accordance so long as the Executive remains employed with such requirements). Unless otherwise agreed by the Parties and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date on which the applicable Annual Bonus (as defined below) is paid, the Executive will be eligible to earn an annual incentive payment (each, an “Annual Bonus”) equal to 1% of the Company’s EBITDA for the applicable calendar year; provided that the minimum Annual Bonus payable to the Executive in respect of each of calendar years 2019 and 2020 will be $500,000 and $250,000, respectively. EBITDA will be calculated in a manner no less favorable than that it has been calculated under the Executive Bonus Program, and each Annual Bonus will be paid at the same time and in the same manner that the Executive is entitled to be paid under the Executive Bonus Program. If the Executive has been employed for at least six months during the applicable calendar or fiscal year during which a termination by the Company of Executive’s employment occurs without Cause (as defined below), then the Executive shall be entitled to receive a prorated portion of the Annual Bonus is paidthat the Executive would have otherwise received for such calendar or fiscal year but for such termination, which prorated portion shall be determined based on the total number of days that the Executive has been employed by the Company during such calendar or fiscal year. Any Such prorated Annual Bonus payable in accordance with this Section 2(b) shall be paid at the same time such bonuses would have otherwise been required to Executive no later than March 15th of be paid but for the calendar year following the year to which it relates. Executive’s Annual Bonus for 2025 (to termination by the extent earned) will be prorated to reflect the portion of the year from the Closing of the Business CombinationCompany without Cause.

Annual Bonus. In addition to For fiscal year 2002 (ending on or about January 31, 2003) and for each other fiscal year that begins during the Base SalaryEmployment Period (each such fiscal year, a "Bonus Year"), Executive shall be eligible to receive a bonus of up to 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 "Committee") for an annual bonus such Bonus Year and (b) personal performance goals submitted by the Executive to, and approved by, the Chief Executive Officer and the Committee for such Bonus Year. Company and personal performance goals are herein referred to collectively as the "Performance Goals". The Performance Goals for each completed fiscal year Bonus Year shall be established as soon as possible following the beginning of employment during the Term (“Annual Bonus”)such Bonus Year. The terms Bonus earned for any Bonus Year shall be payable promptly (a) the Employment Period shall expire or terminate and (b) Employee is entitled to payment of Executive’s initial Annual a bonus pursuant to Section 5 hereof, the Bonus are as set forth on Exhibit B to this Agreementpayable for the Bonus Year in which the Employment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, multiplied by a fraction, the numerator of which shall be the number of days of the Employment Period within the Bonus Year and the terms denominator of the Annual Bonus for subsequent years which shall be determined by 365. For the Board, upon purposes of determining the recommendation amount 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 listedimmediately preceding sentence, Executive’s compensation, including any bonus compensation, must be set or approved in a different manner, Executive’s compensation it shall be set or approved in accordance with such requirements). Unless otherwise agreed assumed that all conditions to payment based upon performance by the Parties 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 reason whatsoever on a day prior to payment to Executive of a Bonus for the last full Bonus Year contained within the Employment Period, and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and (z) Executive is would have been entitled to receive payment of a Bonus for such Annual last full Bonus only if Executive is employed by Year had the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) Employment Period not ended - then, Employer shall be paid pay to Executive no later than March 15th of the calendar year following the year to which it relates. Executive’s Annual Bonus for 2025 (to such last full Bonus Year as and when such Bonus would have been paid had the extent earned) will be prorated to reflect the portion of the year from the Closing of the Business CombinationEmployment Period not ended.

Annual Bonus. In addition to a. For each fiscal year during the Base SalaryTerm, at the full and sole discretion of Employer, Executive shall be eligible for to receive an annual bonus for each completed fiscal year of employment during the Term 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 terms of Executive’s initial Annual Bonus are as set forth on Exhibit B to this Agreement, and the terms funding of the Annual Bonus for subsequent years shall be determined is subject to and wholly dependent upon approval by the Board, upon the recommendation Compensation Committee (“CCLG”) of the Board of Directors (the “Board”) of Lions Gate Entertainment Corp. (“Lions Gate”). For the avoidance of doubt, Executive’s Compensation Committee first Annual Bonus under this Agreement will be for each such subsequent the fiscal year beginning April 1, 2023 and ending March 31, 2024, but will be prorated to encompass the beginning of employment as set forth hereinthe Term. Executive understands and agrees acknowledges that this Agreement Employer does not guarantee have control over whether the payment of any CCLG approves the 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 Employer. Any 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 Section 4(c)(ii), if an each Annual Bonus is awardednot earned or owed until the date it is actually paid. For this reason, such Annual Bonus shall to be deemed “earned” and Executive is entitled eligible to receive payment of such an Annual Bonus only if Bonus, Executive is must be employed by the Company with Employer on the date the Annual Bonus is paid. Any . b. Notwithstanding the foregoing, 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 is still employed hereunder through December 31, 2025 and is not in uncured, material breach of this Agreement, Executive shall be entitled to receive a prorated portion of any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the for such fiscal year to which it relates. Executive’s she would otherwise be entitled based on the number of days worked out of the 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 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 total number of days in such fiscal year. d. Nothing in this Agreement shall be construed to guarantee the payment of any Annual Bonus for 2025 (to the extent earned) will be prorated to reflect the portion of the year from the Closing of the Business CombinationExecutive.

Annual Bonus. In addition Subject to the Base Salaryapproval of the Compensation Committee of the Board of Directors of the Company (the “Committee”), Executive the Employee shall be eligible for entitled to an annual bonus for each completed fiscal year of employment during (the Term (“Annual Bonus”) each year during the Employee’s employment based on the Employee’s achievement on the performance of the balance sheet portfolio and individual performance goals established by the Company and Employee at the start of the year. Except as otherwise set forth in this Section 2.3 and in Sections 4.3 and 4.4 below, the Employee must remain employed with the Company on the Annual Bonus payment date (defined below) 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 December 31st of the calendar year next following the end of the fiscal year to which the Annual Bonus relates (“Annual Bonus Payment Date”). The terms Notwithstanding the foregoing, in the event of Executive’s initial a Change in Control prior to the payment of an Annual Bonus are as set forth on Exhibit B to this Agreementfor any fiscal year, and the terms of the Annual Bonus for subsequent years that fiscal year shall be determined by paid to the Board, Employee upon the recommendation occurrence of the Board’s Compensation Committee for each such subsequent year of employment as set forth 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. Executive understands and agrees that this Agreement does not guarantee the payment of , any Annual Bonus and that other incentive compensation paid to the actual Annual Bonus payable will Employee shall be based on the achievement of performance objectives and/or other criteria as determined subject to any clawback or recoupment policy adopted 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 compensationpolicy adopted to comply with applicable law or stock exchange listing requirements, must be set including without limitation the requirements of Section 954 of the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any rules or approved in a different mannerregulations promulgated thereunder, Executive’s compensation shall be set or approved in accordance with such requirements). Unless otherwise agreed by and the Parties and Employee agrees to promptly return any amounts subject to Section 4(c)(ii), if an Annual Bonus is awarded, recovery under any such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the 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 Combinationpolicy.

Annual Bonus. In addition Subject to the Base Salaryapproval of the Compensation Committee of the Board of Directors of the Company (the “Committee”), Executive the Employee shall be eligible for entitled to an annual bonus for each completed fiscal year of employment during (the Term (“Annual Bonus”) each year during the Employee’s employment based on the Employee’s achievement on the performance of the individual performance goals established by the Company and Employee at the start of the year. For the 2026 fiscal 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”). The terms Notwithstanding the foregoing, in the event of Executive’s initial a Change in Control prior to the payment of an Annual Bonus are as set forth on Exhibit B to this Agreementfor any fiscal year, and the terms of the Annual Bonus for subsequent years that fiscal year shall be determined by paid to the Board, Employee upon the recommendation occurrence of the BoardChange 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 Employee’s Compensation Committee Annual Salary for each such subsequent year of employment as set forth that fiscal year. 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. Executive understands and agrees that this Agreement does not guarantee the payment of , any Annual Bonus and that other incentive compensation paid to the actual Annual Bonus payable will Employee shall be based on the achievement of performance objectives and/or other criteria as determined subject to any clawback or recoupment policy adopted 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 compensationpolicy adopted to comply with applicable law or stock exchange listing requirements, must be set including without limitation the requirements of Section 954 of the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any rules or approved in a different mannerregulations promulgated thereunder, Executive’s compensation shall be set or approved in accordance with such requirements). Unless otherwise agreed by and the Parties and Employee agrees to promptly return any amounts subject to Section 4(c)(ii), if an Annual Bonus is awarded, recovery under any such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the 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 Combinationpolicy.

Annual Bonus. In addition (a) Subject to the Base SalarySection 3.3(e), Executive shall be eligible for to receive an annual bonus for each completed fiscal year of employment during the Term (“Annual Bonus”). The terms ) 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 150% to 200% of Executive’s initial Base Salary for the applicable Bonus Year; provided that, for the 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 as set forth on Exhibit B “B” to this AgreementAgreement 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 the Board, sitting without Executive (the “Discretionary Bonus” and the terms of together with the Annual Bonus for subsequent years and any Registration Statement Bonus (defined below), the “Bonuses”). The frequency, amount, and payment terms of any Discretionary Bonus shall be determined 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 BoardSEC on or prior to June 29, upon 2011, Executive will receive an additional bonus (the recommendation “Registration Statement Bonus”) 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 Board’s Compensation Committee for each such subsequent year of employment as set forth herein. Executive understands and agrees that this Agreement Registration Statement. (e) Notwithstanding anything to the contrary in Section 3.3(a), if the Company does not guarantee make an initial filing of a shelf registration statement (the payment “Shelf Registration Statement”) registering the resale of any Annual Bonus and that the actual Annual Bonus payable will be based on the achievement shares 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 common stock that are then listed“Registerable Shares” (as defined in that certain Registration Rights Agreement dated December 23, Executive’s compensation2010 by and between the Company and the other parties thereto) on or prior to March 31, including any bonus compensation2011, must be set or approved in other than as a different manner, Executive’s compensation shall be set or approved in accordance with result of the Commission being unable to accept such requirements). Unless otherwise agreed by the Parties and subject to Section 4(c)(iifilings (a “Registration Default”), then Executive, if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on and at any time is owed a Bonus under Section 3.3(a) or 3.3(c) of this Agreement with respect to services performed by Executive in 2011 (a “Subject Bonus”), shall forfeit 50% of the date amount that would otherwise be payable to him as such Subject Bonus, and shall thereafter forfeit an additional 10% of the Annual 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 Shelf Registration Statement is paidfiled. Any Annual Bonus The Company and Executive each acknowledges and agrees that that no bonuses, compensation, awards, equity compensation or other amounts shall be payable or granted in accordance with lieu of or to make Executive whole for any such forfeited bonuses and that this Section 2(b3.3(e) shall be paid to provides the exclusive remedy as between the Company and Executive no later than March 15th in respect of the calendar year following the 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 Combinationany Registration Default.

Annual Bonus. In addition to Commencing in 2020, and continuing during each subsequent calendar year of the Base SalaryEmployment Period, the Executive shall be eligible for an annual cash bonus for each completed fiscal year of employment during (the Term (“Annual Bonus”) in the targeted amount of ONE MILLION DOLLARS ($1,000,000) (the “Target Bonus Amount”), which shall be awarded each year during the Employment Period by the Compensation Committee of the Board (the “Compensation Committee”) based upon its evaluation of such performance measures and objectives as may be established by the Compensation Committee from time to time (the “Annual Bonus Performance Metrics”). The terms of Executive’s initial Annual Bonus are as set forth on Exhibit B to this Agreement, and the terms amount of the Annual Bonus for subsequent years that shall be paid to Executive each year shall be determined by the Board, upon the 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 (Annual Bonus Performance Metrics; provided, however, that, if pursuant the Compensation Committee establishes a minimum overall performance goal that is required to be achieved for the Executive to be eligible to receive any Annual Bonus in respect of a calendar year, and that minimum overall goal is achieved for such calendar year, then the Annual Bonus for such calendar year shall be equal to at least EIGHTY PERCENT (80%) of the Target Bonus Amount, but not more than ONE-HUNDRED TWENTY PERCENT (120%) of the Target Bonus Amount. For calendar year 2019, the Executive shall be eligible to receive an Annual Bonus in accordance with the terms of the bonus program established by the Company for the Executive prior to the listing requirements of any securities exchange Effective Date, based 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 actual performance in accordance with such requirements). Unless otherwise agreed by program; provided, that the Parties and subject to Section 4(c)(ii), if an Annual Bonus is awarded, Executive’s target bonus under such Annual Bonus program for 2019 shall be deemed “earned” prorated among the Target Bonus Amount (based on the period of time commencing on the Effective Date and Executive is entitled ending on December 31, 2019) and the Executive’s target bonus under such program ($460,000) in effect prior to receive payment the Effective Date (based on the period of such Annual Bonus only if Executive is employed by the Company time commencing on January 1, 2019 and ending on the date immediately prior to the Effective Date). The Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) for each year shall be paid to the Executive as soon as reasonably practicable following the end of such year and at the same time that other senior executives of the Company receive bonus payments, but in no event later than March 15th 15 following the end of the calendar year following the year to which it relates. Executive’s such Annual Bonus for 2025 (to the extent earned) will be prorated to reflect the portion of the year from the Closing of the Business Combinationrelates.

Annual Bonus. In addition to At the Base Salaryend of each calendar year during the Employment Period, Executive shall be eligible for to receive an annual cash bonus in a target amount of seventy-five percent (75%) of Executive’s Base Salary (“Target Bonus”), or such higher amount as determined in the sole discretion of the Chief Executive Officer, up to 112.5% of Executive’s Base salary. Each calendar year during the term of this Agreement, at the sole discretion 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 Executive are to be made for that year. Such bases may include, without limitation, the achievement of performance criteria/goals relating to Executive, the various job duties of Executive, 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 Executive for that year. In addition, beginning with 2016, for any year coincident with the determination by the Compensation Committee of the performance criteria for each completed fiscal year such year, the Compensation Committee may adjust upward, only in respect of employment during that year, the Term Target Bonus applicable thereto. The actual amount of the bonus payable hereunder (the “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 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive by no later than March 15th 15 of the calendar year following the year to which it relates; provided, that, except as otherwise provided in Section 6, the Employee remains actively employed by the Company and has not provided a notice of resignation to the Company or received a notice of termination from the Company, in each case as of the last day of the calendar year to which the bonus relates. Executive’s Annual It is agreed by the parties that, with respect to calendar year 2016, Executive shall be eligible for the full Target Bonus for 2025 (to the extent earned) will be such year rather than a prorated to reflect the portion of the year from the Closing of the Business Combinationbonus.

Annual Bonus. In addition to the Base Salary, The Executive shall be eligible to participate in the Revlon Executive Annual Bonus Program as in effect from time to time, or such program or plans, if any, as may succeed it (the "Bonus Program"), with target bonus eligibility of 75% of Base Salary for an annual bonus for each completed fiscal year achieving performance objectives set by the Compensation Committee or its designee, subject to the terms and conditions of employment during such Bonus Program and the Term Revlon Executive Incentive Compensation Plan (the “Annual BonusIncentive Compensation Plan”). The terms of Executive’s initial Annual bonus for the 2016 performance year shall not be pro-rated based on Executive’s start date. In the event that the Executive's employment shall terminate pursuant to Section 4.4 during any calendar year, the Executive's bonus with respect to the year during which such termination occurs shall be pro-rated for the actual number of days of active employment during such year and such bonus as pro-rated shall be payable (i) if and to the extent bonuses are payable to executives under the Bonus are as set forth on Exhibit B to this Agreement, and the terms Program for that year based upon achievement of the Annual objectives set for that year and not including any discretionary bonus amounts which may otherwise be payable to other executives despite non-achievement of bonus objectives for such year and (ii) on the date bonuses would otherwise be payable to executives under the Bonus for subsequent years Program. Notwithstanding anything herein or contained in the Bonus Program to the contrary, in the event that the Executive's employment shall terminate pursuant to Section 4.4 during any calendar year, the Executive shall be determined by the Board, upon the 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment the Executive's bonus (if not already paid) with respect to the year immediately preceding the year of termination (if bonuses with respect to such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus year are payable in accordance with this Section 2(b) shall to other executives based upon achievement of bonus objectives and not based upon discretionary amounts which may be paid to other executives despite non-achievement of bonus objectives) as and when such bonuses would otherwise be payable to executives under the Bonus Program, despite the fact that Executive no later than March 15th may not be actively employed on such date of the calendar year following the 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 Combinationpayment.

Annual Bonus. Upon successful completion of Executive’s first year of employment with Opnext, Executive shall be entitled to receive a bonus in an aggregate amount equal to $240,000 (such amount, the “Guaranteed Bonus”), payable as set forth in this Section 5. The Guaranteed Bonus shall be paid to the Executive as follows, irrespective of whether the Company has achieved the performance targets established by the Board of Directors of the Company (the “Board”) for the payment of bonuses under and pursuant to the Company’s bonus plans: (i) an amount equal to $100,000 shall be paid to the Executive on March 31, 2008, and (ii) an amount equal to $140,000 shall be paid to the Executive on March 31, 2009. In addition to the Base SalaryGuaranteed Bonus, Executive shall be eligible for to receive an annual bonus for each completed up to a maximum amount of $100,000 with respect to the Company’s 2009 fiscal year of employment during in the Term event that the Company achieves performance targets established and evaluated by the Board for such fiscal year (the “2009 Annual Bonus”). The 2009 Annual Bonus shall be awarded under, and subject to the terms and conditions of, Opnext’s Amended and Restated 2001 Long Term Stock Incentive Plan, and, if payable, shall be paid to the Executive no later than the last day of the applicable two and one-half (2 1/2) month short-term deferral period with respect to such payment, within the meaning of Treasury Regulation Section 1.409A-1(b)(4). Executive hereby acknowledges and agrees that the Guaranteed Bonus and the 2009 Annual Bonus, if any, shall represent the Executive’s sole and exclusive bonus compensation for the Company’s 2008 and 2009 fiscal years, and except as set forth in this Section 5, Executive shall not be eligible or entitled to receive any annual bonus with respect to the Company’s 2008 and 2009 fiscal years. Commencing with the Company’s 2010 fiscal year, for each fiscal year of the Company during the Initial Term and any Successive Term, Executive will be eligible to participate in the Company’s annual incentive bonus plan applicable to similarly situated executives of the Company. The amount 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 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 annual bonus will be based on the achievement attainment of performance objectives and/or other criteria as determined established and evaluated by the Board and recommended by Company in accordance with the Board’s Compensation Committee and terms of such other factors bonus plan as the Compensation Committeein effect from time to time, in its discretionprovided that, deems relevant (provided, however, if pursuant subject to the listing requirements terms of any securities exchange on which the Company’s securities are then listedsuch bonus plan, Executive’s compensation, including any target annual bonus compensation, must will be set or approved in a different manner, Executive’s compensation shall be set or approved in accordance with 60% of his annual base salary for such requirements)year. Unless otherwise agreed by Each such annual bonus for fiscal 2010 and thereafter is intended to satisfy the Parties short-deferral exemption under Treasury Regulation Section 1.409A-1(b)(4) and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no not later than March 15th the last day of the calendar year following applicable two and one-half (2 1/2) month short-term deferral period with respect to such annual bonus payment, within the year to which it relates. Executive’s Annual Bonus for 2025 (to the extent earned) will be prorated to reflect the portion meaning of the year from the Closing of the Business CombinationTreasury Regulation Section 1.409A-1(b)(4).

Annual Bonus. In addition to the Base Salary, The Executive shall be eligible for to receive an annual bonus for each completed fiscal with respect to the calendar year in which the Effective Date occurs based on the Company’s performance as measured against goals related to general Company performance and to the assimilation of employment during the Term (“Annual Bonus”)Company into Parent, which goals shall be established in consultation with Executive. The terms of Executive’s initial Annual Bonus are as set forth on Exhibit B to this Agreement, and the terms target annual bonus for such period shall not be less than 100% of the Annual Bonus Base Salary payable for subsequent years such calender year (which Base Salary shall be determined by the Board, upon the recommendation including any amount deferred for such year pursuant to Section 162(m) of the Board’s Compensation Committee for each Code), with a maximum bonus opportunity of not less than 200% of such subsequent year of employment as set forth hereinBase Salary. Executive understands and agrees that this Agreement does not guarantee To the payment of any Annual Bonus and extent that the actual Executive receives a pro rata bonus award under the Company’s bonus plan as in effect prior to the Effective Date for the period from January 1, 2001 through the Effective Date, then the Annual Bonus payable will with respect to the remainder of such calendar year shall be a pro rata bonus, based on the achievement fraction of the calendar 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 objectives and/or other criteria as determined by 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 Board 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 recommended by is not renewed), then such annual bonus shall be pro rated to reflect such period. Supplemental Payment: Executive shall receive a Supplemental Payment equal to $19.2 million (the Board’s Compensation Committee and such other factors as the Compensation Committee, in its discretion, deems relevant (“Supplemental Payment”); provided, however, if 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 listing requirements election of any securities exchange on the Executive made in the time and manner required by such Plan (in 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 case it shall be set or approved 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 requirements)date. Unless otherwise agreed The Executive’s death, termination by the Parties and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus Executive for Good Reason or termination of Executive by the Parent or Company other than for Cause shall be deemed a “earnedQualifying Termination.” and Upon a Qualifying Termination before the Supplemental Payment has been paid in full, the Executive is (or his beneficiary) shall be entitled to receive payment 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 Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable Plan (in which case it shall be paid in accordance with this Section 2(b) the terms thereof). In the event the Executive’s employment terminates prior to the last day of the Initial Term for any 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 option with respect to no less than 300,000 shares of Parent common stock. The 2001 grant shall be paid made not later than 30 days after the Effective Date and the 2002 grant will be made in 2002 when options are granted to Executive Parent officers generally, but no later than March 15th the first anniversary of the calendar year following the year to which it relatesEffective Date. Executive’s Annual Bonus for 2025 (to the extent earned) Per-share exercise price: The options will be prorated to reflect priced at the portion “Fair Market Value,” as defined in the LTIP, of the year from Parent stock on the Closing Effective Date and will vest and become exercisable as to all of the Business Combinationshares on the third anniversary of the date of grant (or such earlier date as may be provided under the LTIP, such as upon death or the occurrence of a change in control).

Annual Bonus. In addition to During the Base SalaryEmployment Period, Executive Employee shall be eligible for to receive an annual performance bonus payment (a “Performance Bonus”) for each completed fiscal calendar year of employment during pursuant to an annual cash performance bonus program (the Term (“Annual BonusBonus Plan”). The terms of Executive’s initial Annual Bonus are as set forth on Exhibit B Pursuant to this Agreement, and the terms of the Annual Bonus for subsequent years Plan, each annual Performance Bonus shall be determined by the Board, upon the 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 reasonable performance objectives and/or other criteria 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 and recommended by the Board’s Compensation Committee and such other factors as (the Compensation Committee, “Target Performance Bonus Percentage”) of Employee’s annual Base Salary in its discretion, deems relevant (effect on the last day of the 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 establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if pursuant some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to be exempt from or to satisfy the listing requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 6, any securities exchange Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be 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 preparation of the Company’s securities are then listedunaudited financial statements for the applicable calendar year, Executive’s compensation, including any bonus compensation, must be set or approved but 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no event later than March 15th 15 of the calendar year following the calendar year to which it such Performance Bonus relates. Executive’s Annual For purposes of clarity, the reference in the preceding sentence to a Performance Bonus for 2025 (to being deemed “earned” on the extent earned) will be prorated to reflect the portion last day of the calendar year from applies to a calendar year for which Employee is employed through the Closing last day of the Business Combination.calendar year, except as otherwise provided in Section 6

Annual Bonus. In addition For calendar year 2020, Executive shall earn for Executive’s services to be rendered under this Agreement a fixed cash bonus of $200,000 provided that Executive remains an employee on the Base Salarypayment date, which payment shall occur on or before March 1, 2021 (the “Guaranteed Bonus”). Commencing with calendar year 2021 and during the period Executive is employed with Employer, Executive shall be eligible to earn for an Executive’s services to be rendered under this Agreement a discretionary annual cash bonus with a minimum annual bonus for each completed fiscal year opportunity of employment during $250,000 and maximum bonus opportunity of $375,000, which amount is to be determined by the Term Board (the “Annual Bonus”), subject to review and upward adjustment by Employer in the sole discretion of the Employer’s Board or Compensation Committee thereof, payable subject to standard federal and state payroll withholding requirements. The terms of Whether or not Executive earns any Annual Bonus will also be dependent upon (a) Executive’s initial continuous performance of services to Employer and remaining in good standing through the date any such bonus is paid (other than as provided in Article 4 below); provided, however, in the event that Executive meets any applicable target for any fiscal year’s Annual Bonus, then Executive shall receive such earned and unpaid Annual Bonus are as set forth notwithstanding that Executive may no longer be employed with the Company on Exhibit B to this Agreementthe payment date; (b) except for the Guaranteed Bonus, the actual achievement by Executive and the terms Employer of the Annual Bonus for subsequent years shall be determined applicable performance targets and goals set by the Board, upon the recommendation and (c) meeting any other applicable eligibility requirements that apply to all members of the BoardCompany’s executive team. The annual period over which performance is measured for purposes of this section is January 1 through December 31. The Board or the Compensation Committee for thereof will determine in its sole discretion the extent to which Executive and the Employer have achieved the performance goals upon which the bonus is based and the amount of the bonus. For calendar year 2021 and each such subsequent year of employment as set forth herein. thereafter, 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 eligible to receive a bonus in accordance with existing bonus targets established by the Board and recommended by the Board’s or its Compensation Committee and pursuant to any applicable incentive compensation plan under which such other factors as bonus targets were established. Any bonus shall be subject to the Compensation Committee, terms of any applicable incentive compensation plan adopted by Employer. Any bonus refenced in its discretion, deems relevant (provided, howeverthis section, if pursuant to the listing requirements of any securities exchange on which the Company’s securities are then listedearned, 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall will be paid to Executive within the time period set forth in the incentive compensation plan applicable to the Company’s executive team, or if no later than March 15th of such time period was established, during the calendar year first fiscal quarter following the end of year to during which it relates. Executive’s Annual Bonus for 2025 (to the extent bonus is earned) will be prorated to reflect the portion of the year from the Closing of the Business Combination.

Annual Bonus. In addition to the Base Salary, Executive Employee shall be eligible for an annual bonus to earn, for each completed fiscal year of employment the Company ending during the Term Employment Period, an annual cash performance bonus (an “Annual Bonus”)) based on Employee’s and/or the Company’s attainment of objective financial or other operating criteria established by the Board or its designee. The terms Upon full attainment of Executive’s initial Annual Bonus are the aforementioned criteria, as set forth on Exhibit B to this Agreementdetermined by the Board or its designee, and the terms of the Annual Bonus will be equal to thirty percent (30%) of Employee’s then-current base salary actually paid for subsequent years such fiscal year. The amount of bonus (if any) to be paid to Employee upon partial attainment of the criteria shall be determined by the Board, upon the 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 sole 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 Section 4(c)(ii), if an Annual Bonus is awarded, such The Annual Bonus shall be deemed “earned” and Executive is entitled paid to receive payment of such Annual Bonus only if Executive is employed Employee by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than between January 1st and March 15th of the calendar year following the end of the fiscal year to which it such Annual Bonus relates. ExecutiveEmployee’s receipt of an Annual Bonus shall be conditioned on Employee’s continued employment with the Company on the date such Annual Bonus is paid. The Annual Bonus shall be pro-rated for any partial fiscal year during the Employment Period. As of the Effective Date, the Company’s fiscal year ends on December 31. In the event of any change to the Company’s fiscal year, the aforementioned financial or other operating criteria established by the Board or its designee for purposes of determining Employee’s Annual Bonus for 2025 (shall be adjusted in a manner mutually agreeable to the extent earned) will be prorated Company and Employee so as not to reflect the portion of the year from the Closing of the Business Combinationdisadvantage either party.

Annual Bonus. In addition to For all of 2015 (without proration) and subsequent fiscal years ending during the Base SalaryTerm, Executive shall be eligible for an annual bonus for each completed fiscal year of employment during as set forth herein (the Term (“Annual Bonus”). The terms Annual Bonus shall be determined by the Board based upon the Company’s achievement of financial and other goals to be determined annually by the Board, in consultation with Executive, which goals shall, except as otherwise agreed by the Board and Executive, apply for all senior executives of the Company who are participants in the Annual Bonus plan. For 2015, the Annual Bonus shall be determined based on the EBITDA goals already approved by the board of directors of ▇▇▇▇ Intermediate and/or the Company prior to the Signing Date, including the amount of the Annual Bonus achievable based on actual results in comparison to the targets. Executive’s target Annual Bonus shall be equal to one hundred percent (100%) of Executive’s initial Annual Bonus are as set forth on Exhibit B to this AgreementBase Salary (the “Target Bonus”), and if all performance objectives for the applicable performance year are obtained or exceeded, the Executive shall receive no less than the Target Bonus. In addition, Executive shall have an opportunity under the terms of the Annual Bonus to receive an Annual Bonus in excess of the Target Bonus as set forth in the applicable Annual Bonus plan. Executive’s target bonus opportunity as a percentage of Base Salary shall be reviewed by the Board (or the appropriate committee of the Board) annually at the same time as the review of Executive’s Base Salary and shall be subject to increase (but not decrease) by the Board (or the appropriate committee of the Board) in its discretion. After any such increase, “Target Bonus” for subsequent years purposes of this Agreement shall mean such increased amount. The Annual Bonus awarded for a fiscal year shall be determined by the BoardBoard after the end of such fiscal year and shall be paid in cash and in accordance with the Company’s customary practices for payment of annual bonuses to senior executive employees in the calendar year following, upon and not within, the recommendation fiscal year for which the Annual Bonus is earned, but in all events no later than the earlier of (i) seventy-five (75) days after the later of (x) the close of the Board’s Compensation Committee fiscal year for each such subsequent year of employment as set forth herein. Executive understands and agrees that this Agreement does not guarantee which the payment of any Annual Bonus was earned and that (y) the actual Annual Bonus payable will be based on the achievement completion of performance objectives and/or other criteria as determined by the Board and recommended by the Boardsuch fiscal year’s Compensation Committee and financial audit or (ii) April 15 of such other factors as the Compensation Committee, in its discretion, deems relevant (calendar year; provided, however, if pursuant to the listing requirements of any securities exchange on which the Company’s securities are then listedthat except as otherwise provided in this Agreement, Executive’s compensation, including any bonus compensation, Executive must be set or approved in a different manner, Executive’s compensation shall employed through the end of the applicable fiscal year to be set or approved in accordance with such requirements). Unless otherwise agreed by the Parties and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the 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 CombinationBonus.

Annual Bonus. In addition to the Base Salary, Executive shall be You are eligible for an annual bonus for each completed fiscal year of employment during on the Term (“Annual Bonus”). The terms of Executive’s initial Annual Bonus are as set forth on Exhibit B A. Bonus awards are discretionary and may be paid in the form of cash, deferred cash or ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Companies stock units, or a combination thereof. Except as provided in this paragraph and in Section 3(a), to this Agreementqualify for an annual bonus, you must remain continuously and actively employed by the Company, without having tendered a notice of resignation, through the date of the bonus payment, in accordance with the terms and conditions of the Annual Bonus award. The annual bonus shall be paid no later than March 15 of the year following the year for subsequent years which such bonus is earned. In the event you terminate your employment with the Company after attaining age 65 and your termination of employment does not entitle you to receive severance benefits under Article 5 of the Senior Executive Severance Plan (as defined in Section 3(a)), the Company shall pay you a prorated annual bonus that shall (i) be based on the portion of the year elapsed as of the date of your termination determined by prorating (x) an amount determined based on the degree of achievement of goals at year-end under the bonus program in effect on the date of your termination, except that should any goals be of a subjective nature, the degree of achievement thereof shall be determined by the Board, upon the recommendation Compensation Committee of the Board’s Compensation Committee for each such subsequent year ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Companies Board 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 Directors (“Compensation Committee, ”) in its discretionsole discretion or (y) if a Change in Control (as defined in the ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Companies’ 2011 Incentive and Stock Award Plan) has occurred, deems relevant your target annual bonus for the calendar year in which the date of your termination occurs; (provided, however, if pursuant ii) not exceed the amount calculated for you under the MMC Senior Management Incentive Compensation Plan and (iii) be payable at the same time as annual bonuses for the year are paid 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 senior executives generally and 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no event later than March 15th 15 of the calendar year following the year to in which it relates. Executive’s Annual Bonus for 2025 (the date of your termination occurs; provided that, prior to the extent earneddate of payment, you have executed and delivered to the Company a valid confidential waiver and release of claims agreement (including restrictive covenants) will be in a form satisfactory to the Company (the “Release”) and such Release has become irrevocable as provided therein. In the event of your Permanent Disability (as defined below) or death, the Company shall pay you (or your estate in the case of death) a prorated to reflect target annual bonus for the year in which your termination occurs based on the portion of the year from the Closing elapsed as of the Business Combination.date of your termination. Any such bonus amount shall be paid within 30 days of your death. In the event of your Permanent Disability, your prorated annual bonus payment is conditioned upon, and subject to, your execution and delivery to the Company within 30 days of the date of such event a Release and such Release has become irrevocable as provided therein (the “Release Effective Date”). Payment of any such annual bonus amount shall then be paid within 30 days following the Release Effective Date, but in no event later than March 15 of the year following the year for which such bonus is earned. November 21, 2013

Annual Bonus. In addition to During the Base SalaryEmployment Period, the Executive shall be eligible for to receive an annual cash performance bonus for each completed fiscal year of employment during the Term (an “Annual Bonus”). The terms ) under the Company’s annual incentive plan (as in effect from time to time for senior executives) in respect of Executive’s initial Annual Bonus are as set forth on Exhibit B each plan year that ends during the Employment Period, to this Agreement, and the terms of the Annual Bonus for subsequent years shall be determined by the Board, upon the 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 extent earned based on the achievement of performance objectives and/or criteria set by the Board or the Compensation Committee. The performance criteria for a plan year shall be 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 bonus opportunity shall be 60% 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 for any plan year shall be determined by the Board or the Compensation Committee after the end of such plan year and shall be paid 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 criteria than pursuant to Section 9(c)), but prior to such Annual Bonus determination by the Board or the Compensation Committee with respect to that plan year, and 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 and recommended by the Board’s Compensation Committee and such other factors as or 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 Section 4(c)(ii), if considered an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the 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 CombinationAccrued Benefit.

Annual Bonus. In addition Commencing on the Effective Date, Executive shall participate in the Company’s annual performance based bonus program, as the same may be established from time to time by the Committee for executive officers of the Company (the “Incentive Plan”). For each fiscal year of the Company during which Executive is employed hereunder during the Term, Executive’s target award under the Incentive Plan shall be seventy-five percent (75%) of the Base Salary (the “Target Bonus”), the maximum incentive opportunity shall be up to one hundred fifty percent (150%) of the Base Salary and the threshold incentive opportunity, which shall be payable if the minimum performance thresholds are attained, shall be fifty percent (50%) of the Base Salary. The Committee reserves the right to change the performance metric(s) in consultation with Executive for purposes of measuring any bonus earned under this Section 3.2 as late as seventy-five (75) days following the beginning of the applicable bonus period and shall change the performance metrics for 2011 in consultation with Executive in order to take into account Executive’s commencement of employment and related factors. In order to earn this annual bonus, Executive must be employed on the date the Company pays the applicable annual bonus and any annual bonus so earned shall be eligible for an annual paid at the same time the Company makes the applicable bonus for each completed payments to other executive officers of the Company but no later than the 15th day of the third month following the end of the 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, Company for which it is earned and the terms of the Annual Bonus for subsequent years shall be determined following certification by the Board, upon the recommendation Committee 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 agreed-upon performance objectives and/or other criteria as determined measures and the amount of the bonus to be paid by Executive for 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)applicable fiscal year. Unless otherwise agreed by the Parties and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and If Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by in good standing with the Company on the date of the Annual Bonus is paid. Any Annual Bonus expiration of the Term pursuant to Section 5.7, then the annual bonus payable in accordance with this Section 2(b) for the immediately prior fiscal year of Executive’s employment shall be paid to Executive no later than March 15th the extent earned based upon the achievement of the calendar year following applicable performance goals at the year same time the Company makes the related bonus payments to which it relates. Executive’s Annual Bonus for 2025 (to the extent earned) will be prorated to reflect the portion other executive officers of the year from the Closing of the Business CombinationCompany.

Annual Bonus. In addition During the Term, subject to the Base SalarySections 4(b) and 4(c), for each fiscal year commencing with fiscal year 2015, Executive shall be eligible for have the opportunity to earn an annual bonus for each completed fiscal year of employment during the Term (“Annual Bonus”), with a target bonus equal to 150% of Base Salary (the “Target Bonus”) and a maximum Annual Bonus opportunity equal to 300% of Base Salary. The terms of Executive’s initial actual Annual Bonus payable to Executive shall range from 0-300% of Base Salary, based on performance against specified objective (including, without limitation, EBITDA, revenue, gross margin, SG&A as a percentage of revenue and performance and other strategic initiatives) performance criteria established by the Board after consultation and negotiation in good faith with Executive prior to or as soon as practicable following each such fiscal year. The performance criteria for fiscal year 2015 are as set forth on Exhibit B. Notwithstanding the foregoing, Executive shall be entitled to receive a minimum Annual Bonus in respect of fiscal year 2015 equal to $450,000 USD , subject to upward adjustment up to 300% of Base Salary based on performance against the performance criteria in Exhibit B (provided that the amount in excess of $450,000 is not guaranteed). Any Annual Bonus that Executive shall actually become entitled to this Agreementreceive hereunder for any fiscal year will be payable by the Company in the following fiscal year after results have been determined for the fiscal year to which the Annual Bonus, if any, relates, provided that Executive remains employed with the Company through the applicable payment date, or in accordance with Section 4; provided, however, that Executive shall be eligible to receive a Pro-Rata Bonus (as defined below) for the fiscal year in which the last day of the Initial Term or any successive renewal Term, as applicable, occurs if Executive remains employed with the Company on the last day such Term. For the avoidance of doubt, the determination of whether to award an Annual Bonus to Executive and the terms amount of such Annual Bonus, if any, shall be in the sole discretion of the Board (except with respect to the $450,000 guaranteed bonus for 2015). Notwithstanding the above, upon termination in accordance with Section 1 at the end of a Initial Term or successive renewal term, Executive shall be entitled to payment of the Annual Bonus based on his performance against objectives paid pro-rata for subsequent years shall be determined by the Board, upon the recommendation of the Board’s Compensation Committee for each such subsequent last 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 active employment, 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable at such time and in accordance with this Section 2(b) shall be such manner that annual bonuses are paid to Executive no later than March 15th other senior executives of the calendar year following the 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 CombinationCompany.

Annual Bonus. In addition a. With respect to each full fiscal year of the Base SalaryCompany during the Employment Term (“Fiscal Year”), Executive shall be eligible for to earn an annual bonus for each completed fiscal year of employment during the Term award (an “Annual Bonus”). The terms amount of Executive’s initial each 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 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 the annual EBITDA targets and other performance objectives and/or other criteria as targets (collectively, the “Bonus Targets”) determined by the Board and recommended by commencing with 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 Bonus Targets for the Company’s securities Fiscal Year commencing June 1, 2008 and ending May 31, 2009. Within 90 days following the Effective Date and thereafter on or before the date which is 30 days prior to the end of each of the Company’s subsequent Fiscal Year ends, the Board will propose Bonus Targets for the upcoming Fiscal Year in consultation with the Executive and will make any adjustments to the Bonus Targets that the Board and the Executive agree are then listedreasonable and appropriate. For each Fiscal Year, if the Company achieves 100% of its Bonus Targets for such Fiscal Year, the Annual Bonus shall be equal to 50% of Executive’s compensation, including any bonus compensation, must be set or approved Base Salary for that Fiscal Year. The Board will determine 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 Section 4(c)(ii)its discretion what adjustments, if an any, will be made to the Annual Bonus is awarded, such amount to be paid to Executive in the event the Company achieves more than 100% of its Bonus Targets for a Fiscal Year. b. Each Annual Bonus shall be deemed “to vest and accrue at the end of the last day of the Fiscal Year for which it is earned” . Each Annual Bonus shall be paid as soon as practicable following the end of the Fiscal Year for which it is earned, subject to the certification by the Chief Financial Officer of the Company and Executive is entitled to receive payment approval by the Board of achievement of the applicable performance targets and goals described in this Section 4 above and the amount of such Annual Bonus only Bonus. The Annual Bonus, if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) any, shall be paid to Executive in all cases within the later of i) two and one-half (2.5) months after the end of the Fiscal Year or ii) 30 days after the completion of an external audit to the satisfaction of the Board, but in no event later than March 15th two and one-half (2.5) months after the end of the calendar year following in which the 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 Combinationvests.

Annual Bonus. In addition to Commencing in 2018, the Base Salary, Executive shall be eligible for an to participate in the Company’s annual bonus programs as shall be in effect from time to time (the “Bonus Programs”), to the extent implemented under the Revlon Executive Incentive Compensation Plan or such successor plan as shall be in effect from time to time (the “Incentive Compensation Plan”), with target bonus eligibility of 100% of Base Salary for each completed fiscal year achieving performance objectives set by the Compensation Committee, subject to the terms and conditions of employment during such Bonus Programs and the Term Incentive Compensation Plan; provided that notwithstanding anything to the contrary contained in the Bonus Programs or the Incentive Compensation Plan, such bonus shall have a maximum annual payout of 200% of Base Salary (the “Maximum Annual Bonus”). The terms of In the event that the Executive’s initial Annual Bonus are as set forth on Exhibit B employment shall terminate due to this Agreement, and the terms RCPC’s delivery of the Annual Bonus for subsequent years shall be determined by the Board, upon the recommendation a notice 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 non-renewal in accordance with such requirements). Unless otherwise agreed by the Parties and subject Section 2.2 or pursuant to Section 4(c)(ii)4.1, if an Annual Bonus is awarded4.2 or 4.3 during any calendar year, the Executive’s bonus with respect to the year during which such Annual termination occurs shall be pro-rated (the “Pro-Rated Bonus”) for the actual number of days of active employment during such year and such Pro-Rated Bonus shall be deemed “earned” payable (i) if and Executive is entitled to receive payment the extent bonuses are payable to executives under the Bonus Programs for that year based upon achievement of the objectives set for that year and not including any discretionary bonus amounts which may otherwise be payable to other executives despite non-achievement of bonus objectives for such Annual Bonus only if Executive is employed by the Company year, and (ii) on the date bonuses would otherwise be payable to executives under the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive Programs, but no later than March 15th 15 of the calendar year following the year to which it the bonus relates. Notwithstanding anything herein or contained in the Bonus Programs and/or Incentive Compensation Plan to the contrary, in the event that the Executive’s employment shall terminate pursuant to Section 4.1, 4.2 or 4.3 during any calendar year, the Executive shall be entitled to receive the Executive’s bonus (if not already paid) with respect to the year immediately preceding the year of termination (if bonuses with respect to such year are payable to other executives based upon achievement of bonus objectives, and not based upon discretionary amounts which may be paid to other executives despite non-achievement of bonus objectives) as and when such bonuses would otherwise be payable to executives under the Bonus Programs despite the fact that the Executive may not be actively employed on such date of payment (the “Prior Year Bonus”). Notwithstanding anything to the contrary contained herein, for the year ending December 31, 2017, the Executive’s annual bonus opportunity shall be targeted at 100% of the Executive’s Base Salary (without proration) and determined under an individual bonus program that is substantially similar to the one implemented under the Incentive Compensation Plan for executives generally; provided, that (i) in no event will the bonus awarded thereunder be less than 67% of the Executive’s Base Salary ($753,750), (ii) it shall be subject to the Maximum Annual Bonus for 2025 and (to iii) it shall be payable at the extent earned) will be prorated to reflect the portion of the year from the Closing of the Business Combinationsame time as other executives’ bonuses are paid, but no later than March 15, 2018.

Annual Bonus. In addition to the Base Salary, Executive during the Term, Employee shall participate in the CyrusOne annual incentive bonus program, under which Employee will be eligible for to receive an annual bonus for each completed fiscal year of employment during on the Term terms set forth herein (the “Annual Bonus”). Any Bonus for a calendar year shall be earned if Employee is employed by Employer at the end of the applicable calendar year (subject to achievement of performance goals) and shall be payable after the conclusion of the calendar year in accordance with Employer’s regular bonus payment policies, but in no event paid later than March 15th following the end of the applicable calendar year. Employee’s target opportunity level for the Bonus shall be equal to one-hundred and fifty percent (150%) of Employee’s then current Base Salary, with a threshold Bonus opportunity equal to thirty-seven and one-half percent (37.5%) of Employee’s then current Base Salary and a maximum Bonus opportunity equal to three-hundred percent (300%) of Employee’s then current Base Salary, subject in each case to proration for a partial year. Any Bonus earned by Employee will be based on achievement against a combination of business results and Employee’s own results measured against reasonable performance objectives for Employee’s position. The terms actual Bonus paid to Employee, if any, is at the sole discretion of ExecutiveCyrusOne and requires final approval from the compensation committee (the “Compensation Committee”) of the Board if Employee is a named executive officer for purposes of CyrusOne’s initial Annual Bonus are as set forth on Exhibit B annual proxy statement or is otherwise an executive officer whose compensation is determined by the Compensation Committee, or, if Employee is not so subject, then in accordance with the provisions of CyrusOne’s then existing annual incentive plan or any similar plan made available to this Agreementemployees of the CyrusOne Group (the “annual incentive plan”) in which Employee participates, it being agreed that, following the application of CyrusOne Group and individual performance ratings in accordance with the terms of the Annual annual incentive plan, Employee will not be subject to any discretionary reduction in the amount of any Bonus award that is not applied on the same percentage basis to other executive officers of the CyrusOne Group. Any Bonus award to Employee shall further be subject to the terms and conditions of any such applicable annual incentive plan to the extent consistent with this Agreement. Notwithstanding the foregoing, any bonus earned by Employee for subsequent years calendar year 2020 shall be determined by the Boardno less than his annual Bonus target, upon the 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 subject to proration based on the achievement number 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive days Employee is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the 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 Combinationsuch year.

Annual Bonus. In addition to the Base Salary, for each calendar year that ends during the Employment Period, the Executive shall be eligible for to receive an annual performance-based bonus for each completed fiscal year of employment during award payment (the Term (“Annual Bonus”) determined in accordance with the terms and conditions set forth in the Company’s annual bonus plan for that year, with a target Annual Bonus of 100% of Base Salary (“Target Bonus”), up to a maximum of 200% of Base Salary. The terms Target Bonus percentage shall be reviewed at least annually by the Board and is subject to adjustment at the discretion of the Board, but may in no event be less than 100% of Base Salary. The Executive shall be paid Annual Bonus amounts, if any, in cash (except as otherwise provided in the following sentence) at the same time as the other senior executives of the Company are paid corresponding annual performance bonus amounts, but in no event later than two and one-half (2-1/2) months following the calendar year with respect to which the Annual Bonus is earned, provided that he is employed hereunder as of the date such amount is paid, or due to be paid, except as otherwise provided in Section 5 below. At the Company’s election, up to 50% of the after-tax amount of the Executive’s initial Annual Bonus amounts, if any, paid after the Effective Date with respect to each of 2010 and 2011 (such amount, the “Stock Bonus”) may be paid in Shares (as defined below), with such Shares (the “Bonus Shares”) to be valued for this purpose at Fair Market Value (as determined in accordance with Section 13 of the form of Stock Option Agreement appended hereto as Exhibit C) on the date they are issued to the Executive. The Bonus Shares shall in all respects be subject to that certain stockholders agreement, dated on or around the Effective Date and in the form attached hereto as set forth Exhibit A, by and among the Parent and the stockholders named therein, as it may be amended or modified from time to time in accordance with its terms (the “Stockholders Agreement”) (without regard to whether or not the Executive is a party to the Stockholders Agreement) and, if requested by Parent, shall be conditioned on Exhibit B the Executive delivering to this AgreementParent an agreement or certificate containing such representations, warranties and covenants as Parent reasonably determines are necessary or appropriate to satisfy any applicable securities laws and regulations or any regulation of any stock exchange or security market on which Parent’s securities may be traded. If at any time during the Employment Period, the Board decides to continue, or implement, a bonus program that operates on a quarterly, rather than an annual basis, such quarterly bonus program will be administered in a manner consistent with the terms of this Section 2(b). Notwithstanding anything to the Annual Bonus for subsequent years shall be determined contrary contained herein and without limiting any other rights and remedies of the Company, if the Executive has engaged in fraud or other misconduct that contributes to any adverse financial restatements or material loss, the Company may require repayment by the Board, upon the 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 has already been paid (whether paid in cash or bonus stock), but only to the extent that the actual Annual Bonus payable will be based on original payment exceeded the achievement of performance objectives and/or other criteria lower amount that would have been paid 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of based on results that reflected such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the 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 Combinationrestated financials and/or material loss.

Annual Bonus. In addition The Company shall pay to Executive an annual cash bonus as set forth below (the Base Salary“Annual Bonus”): (i) With respect to Executive’s Annual Bonus for the 2014 calendar year, Executive shall be eligible entitled to an Annual Bonus equal to $185,658, and such amount shall constitute a cost and expense of administration of the Company’s chapter 11 case and shall be paid in cash, in full, on the Effective Date. (ii) With respect to Executive’s Annual Bonus for the 2015 calendar year, Executive shall be entitled to an annual bonus for each completed fiscal year of employment during the Term (“Annual Bonus”). The terms , subject to the discretion of the Compensation Committee, based upon a target bonus opportunity of $764,909, which represents one hundred percent (100%) of Executive’s initial 2015 annual Base Salary, based upon the attainment of the applicable performance criteria and goals that were established by the Compensation Committee in 2015, the achievement of which shall be determined consistent with the methodology and measurement standards established by the Compensation Committee prior to the Effective Date. Such Annual Bonus are as set forth on Exhibit B shall be paid no later than March 15, 2016. (iii) With respect to this AgreementExecutive’s Annual Bonus for the 2016 calendar year and each subsequent calendar year during the Term, the Company shall pay Executive an Annual Bonus, subject to the discretion of the Compensation Committee, based upon a target bonus opportunity of 100% of Executive’s then current Base Salary, based upon the achievement of performance criteria and goals approved by the terms Compensation Committee. Such performance criteria and goals shall be materially consistent in nature and degree of difficulty with the performance criteria established with respect to the Annual Bonus for subsequent years shall be determined by the Board, upon the recommendation of the Board’s Compensation Committee for each such subsequent year of employment as set forth herein2015 calendar year. 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 Section 4(c)(ii), if an Annual Bonus is awarded, Each such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive as soon as practicable but no later than March 15th of the calendar year following the year to which it the Annual Bonus relates. Executive’s . (iv) Notwithstanding anything herein to the contrary, in the event of a Change of Control of the Company, Executive shall receive an Annual Bonus for 2025 (the year in which the Change of Control occurs equal to the extent earnedgreater of (i) will the target Annual Bonus for such year or (ii) the Annual Bonus determined based upon the applicable performance criteria and goals for such year, provided that Executive remains employed on the last day of such calendar year, payable at the times set forth above. If a Change of Control occurs in the 2016 calendar year prior to the time that the Annual Bonus for the 2015 calendar year has been paid, such Annual Bonus shall be prorated paid to reflect Executive on the portion effective date of the year from the Closing Change of the Business CombinationControl.

Annual Bonus. In addition (a) The Company shall pay to the Base Salary, Executive shall be eligible for an annual cash bonus for each completed fiscal year of employment during the Term (“Annual Bonus”). The ) in accordance with the terms of Executive’s initial Annual Bonus are as set forth on Exhibit B to this Agreement, hereof and the terms of the Company’s annual incentive plan for executive officers, as amended from time to time (the “Annual Bonus for subsequent years shall be determined by the Board, upon the recommendation of the Board’s Compensation Committee Incentive Plan”) for each such subsequent year of employment as set forth herein. Year which begins during the Employment Period. (b) If Executive understands and agrees that this Agreement does not guarantee achieves her target performance goals (the payment of any “Target Annual Bonus and that the actual Annual Bonus payable will be based on the achievement of performance objectives and/or other criteria Goals”), 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, an annual basis after consulting with 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed not less than 70% of Executive’s Base Salary (the “earned” and Target Annual Bonus”). If Executive is entitled to receive payment of achieves her maximum performance goals (“Maximum Annual Goals”), as determined by the Committee on an annual basis after consulting with Executive, such Annual Bonus only if Executive is employed by shall be not less than 150% of Executive’s Base Salary (the Company on “Maximum Annual Bonus”). (c) Notwithstanding any provision in Section 4.2(b) to the date contrary, the amount of the Annual Bonus is paid. Any payable to Executive shall be subject to the terms and conditions set forth in the Annual Incentive Plan, which provides that the Committee shall have full and complete discretion to determine whether to authorize the payment of an Annual Bonus and, if so, the amount of the Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th for a Year. (d) In the event that the Committee determines that an Annual Bonus is payable to Executive for a year, the Company shall pay the entire Annual Bonus that is payable with respect to a Year in a lump-sum cash payment within 90 days after the end of the calendar year following the 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 CombinationYear.

Annual Bonus. In addition to the Base Salary, Executive shall be eligible for entitled to an annual bonus for each completed fiscal year of employment during the Term up to 100% of Base Salary (“Annual Bonus”). The terms 60% of Executive’s initial Annual Bonus are as set forth on Exhibit B to this Agreement, and the terms total amount of the Annual Bonus (the “Performance Bonus”), if any, will be considered and approved by the Board in its sole discretion annually (for subsequent years each year of service or portion thereof for the year in which employment commences) during the term of this Agreement, which Performance Bonus shall be determined by all factors deemed relevant for that purpose by the Manager and shall include (i) the fulfillment, during the relevant year, of specific milestones and tasks delegated, for such year, to Executive as set by Executive and the Manager and/or its Authorized Representative, before the end of the first calendar quarter, (ii) the evaluation of Executive by the Manager and/or its Authorized Representative, (iii) the Company’s financial, product and expected progress and (iv) other pertinent matters relating to the Company’s business and valuation. If the Contribution Margin exceeds the FY2022 Target Contribution Margin or the FY2023 Target Contribution Margin for each of the Year 1 Earn Out Period or the Year 2 Earn Out Period, respectively (as each of the preceding terms are defined in the Purchase Agreement), Executive shall be entitled to the remaining portion of her Annual Bonus, of up to 40% of her Base Salary (the “Earn Out Bonus”) as considered and approved by the Board in its sole discretion. The amount of the Performance Bonus or Earn Out Bonus determined with respect to performance during a calendar year or the Company’s fiscal year, as the case may be, will be paid in full on or before the date that is seventy-four (74) days following the end of the year for which the bonus was earned. Upon the mutual agreement of Executive and the Board, upon the recommendation any or all 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 may be paid in the actual Annual Bonus payable will be based on the achievement form of performance objectives and/or other criteria as determined by the Board and recommended by the Board’s Compensation Committee and equity compensation. Any 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 equity compensation shall be set or approved in accordance with such requirements). Unless otherwise agreed by the Parties issued from NovaBay’s Omnibus Incentive Plan, and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th of the calendar year following the 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 Combinationfully vested upon payment.

Annual Bonus. In During the Employment Term, in addition to the Base Salary, Executive shall will be eligible for an to participate in BGGSA’s Annual Incentive Plan (or such successor plan) (“AIP”) in accordance with its applicable terms and to the extent determined by the Committee in consultation with Executive. Executive’s annual bonus for each completed fiscal year target as of employment during the Term (“Annual Bonus”). The terms date of this Agreement is 100% of the Base Salary, with a maximum payout of 240% of Executive’s initial target bonus opportunity. Any adjustments to Executive’s annual target bonus and maximum payout opportunity shall be made in accordance with the Annual Bonus are as set forth on Exhibit B Incentive Plan by the Committee in its sole discretion. The annual bonus target is not a promise, right or entitlement to this Agreementreceive or pay any bonus or a bonus of a certain amount of fixed compensation. Rather, and the terms Executive will have an opportunity to earn a percentage of the Annual Bonus for subsequent years shall be determined by the Board, upon the 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 annual bonus target based on the achievement of performance objectives and/or other criteria Bunge Group’s performance, as determined by the Board and recommended Committee in its discretion. Actual payments will be determined based on goals achieved against the applicable performance goals established by the Board’s Compensation Committee and such other factors as the Compensation Committee, in its discretion, deems relevant for the performance period. Accordingly, Executive’s actual bonus may range from 0% - 240% of the annual bonus target, as determined by the Committee in its sole discretion. The annual bonus will be paid in accordance with the terms of the AIP, except as otherwise set forth herein. Notwithstanding anything to the contrary in this Agreement (but only to the extent not already covered by the Accrued Pro-Rata Bonus Amount described in Section 2(a) above), in the event that a Termination Notice is delivered stating that Executive’s employment with the Company will terminate without Cause or for Good Reason, or by reason of Executive’s death or Disability (as such term is defined in the AIP) in accordance with the AIP, Executive (or his estate, as applicable) will be entitled to receive a pro-rata portion of the annual bonus under the AIP (or other annual incentive plan or program as may be in effect at such time) that Executive would have been entitled to receive for the then-applicable performance period in which the Executive ceases to perform Continued Services to the Company had Executive performed Continued Services to the Company as an employee for the entire performance period, with such amount to be pro-rated for the portion of the performance period through the date on which the Executive no longer performs Continued Services to the Company (or, in the case of death, through the date of Executive’s death) and paid at the time bonuses under the AIP are paid to the Company’s executives generally (the “Pro-Rata Bonus”); provided, however, if that such Pro-Rata Bonus shall only be paid to the extent it has not otherwise been paid to Executive pursuant to Section 2(b) above (and for the listing requirements sake of clarity, in no event will any securities exchange on Pro-Rata Bonus be payable or paid to Executive if it results in a duplication of a Pro-Rata Bonus for the same time period). For the avoidance of doubt, (i) any annual bonus earned for previously completed performance periods that have ended prior to the year in which Executive ceases to perform Continued Services to the Company’s securities are then listedCompany will constitute an accrued obligation and will be paid at its regularly scheduled payment timing, and (ii) no Pro-Rata Bonus will accrue or be payable in the event that 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 Section 4(c)(ii), if an Annual Bonus employment is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed terminated by the Company on for Cause or by Executive without Good Reason. For the date avoidance of doubt, in all cases, the Annual Pro-Rata Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall will be paid to Executive no later than March 15th of the calendar year following the calendar year to which it such bonus 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 to From and after the Base SalaryEffective Time, for each calendar year during the Term, Executive shall be eligible for an annual incentive bonus for each completed fiscal year of employment during (the Term (“Annual Incentive Bonus”). The terms ) in the target amount of no less than [___]% of Executive’s initial Annual Base Salary in effect as of March 1 of such calendar year (the “Bonus are as set forth on Exhibit B to this AgreementTarget”), and the terms of the Annual Bonus for subsequent years shall be determined by the Board, based upon the 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 the Successor Company, Bank and/or Executive performance objectives goals, criteria, and/or other criteria targets for such calendar year, as determined by the Board and recommended by the Successor Company Board’s Compensation Committee and such other factors as the Compensation Committee, in its discretion, deems relevant (provided, however, if pursuant . With respect to the listing requirements of any securities exchange on calendar year in which the Company’s securities are then listedEffective Time occurs, Executive’s compensationfor the portion of such calendar year that follows and includes the Effective Time, including any bonus compensation, must be set or approved in a different manner, Executive’s compensation the Incentive Bonus for such period shall be determined based on the Base Salary set or approved forth in accordance with such requirements). Unless otherwise agreed by the Parties Section 3(a) of this Agreement and subject to Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled equal to receive payment of the Bonus Target prorated for such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive no later than March 15th portion of the calendar year following the Effective Time. Nothing in this Section 3(c)(i), nor anything else in this Agreement, entitles or shall be interpreted to entitle Executive to any 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 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 it relatesthe Incentive Bonus relates to be eligible to receive such Incentive Bonus. Executive’s Annual Any Incentive Bonus for 2025 (to the extent earned) will earned shall be prorated to reflect the portion payable in cash no later than March 15 of the year from following the Closing year in which the bonus is earned in accordance with the Bank’s normal practices for the payment of the Business Combinationannual short-term incentives.

Annual Bonus. In addition to For each calendar year during the Base SalaryEmployment Period, Executive shall be eligible for an participation in the Annual Incentive Plan with a target bonus thereunder equal to no less than one hundred percent (100%) of Executive’s Salary in effect at the beginning of the calendar year (the “Target Bonus”) and which will be prorated for 2016 and any other partial year based on a fraction, the numerator of which shall be the number of days employed in such partial year and the denominator of which shall be 365 (or 366 in a leap year). 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 for each completed fiscal year of employment during bonus, if any, earned by Executive under the Term Annual Incentive Plan (the “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 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)calendar year. Unless otherwise agreed by the Parties and subject to addressed in Section 4(c)(ii)2.7, if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company Corporation in good standing on the date last day of the applicable calendar year, Executive will be entitled to receive an Annual Bonus is paidfor such year 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 payable in accordance with due to Executive pursuant to this Section 2(b2.4(b) shall be paid to Executive in cash in a lump sum no later than March 15th 14 of the calendar year following the calendar year to during which it relates. Executive’s right to the Annual Bonus for 2025 vests (to the extent earned) will be prorated to reflect the portion or otherwise in a manner compliant with, or exempt from, Section 409A of the year from Internal Revenue Code of 1986, as amended (the Closing “Code”)). Unless otherwise addressed under Section 2.7, Annual Bonus entitlement vests and is fully payable if Executive is employed by the Corporation on the last day of the Business Combinationapplicable calendar year, even if Executive is no longer employed at the time the Annual Bonus is scheduled to be paid.

Annual Bonus. In addition to the Base Salary, Executive Employee shall be eligible for an to 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 bonus for each completed fiscal Base Salary during such year of employment during (the Term (“Annual Bonus”). The terms amount of Executive’s initial such 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 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, upon and a copy shall be given to Employee prior to the recommendation commencement of the Board’s Compensation Committee for each such subsequent applicable year. Employee acknowledges there is no assurance that the terms of the incentive plan will remain unchanged or will in any future year of employment provide the same benefits as set forth herein. Executive understands and agrees that this Agreement does not guarantee the payment of it has in past years (or any Annual Bonus benefits or payments at all) 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 CommitteeCompany may, in at its discretion, deems relevant (provided, however, if pursuant revise the terms of the incentive plan in advance for any upcoming fiscal year as it applies to the listing requirements Employee provided always that Employee will be entitled to participate in any incentive plan made available to senior executives 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 . Any Annual Bonus amounts shall be set or approved in accordance with such requirements). Unless otherwise agreed by the Parties and subject to Section 4(c)(ii)standard payroll deductions and withholdings. Except as otherwise provided herein, if an Annual Bonus is awarded, such Annual Bonus shall Employee generally must continue to be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on through the date the Annual Bonus is paidpaid 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. Any In such event, any Annual Bonus payable in accordance with this Section 2(b) shall payment will be paid to Executive Employee no later than the later of: (i) the fifteenth (15th) day of the third (3rd) month following the close of the Company’s fiscal year in which such bonus payment is earned or (ii) March 15th of 15 following the calendar year following the year to in which it relates. Executive’s Annual Bonus for 2025 (to the extent such bonus payment is earned) will be prorated to reflect the portion of the year from the Closing of the Business Combination.

Annual Bonus. In addition to the Base Salary, Executive shall be eligible for an annual bonus for For each completed fiscal calendar year of employment during the Term you will be eligible to earn an annual performance cash bonus (each, an “Annual Bonus”). The terms of Executive’s initial Your target Annual Bonus are will equal to 75% of your Base Salary (as set forth on Exhibit B of the last day of the calendar year to this Agreement, and the terms of which the Annual Bonus for subsequent years shall be determined by pertains), though the Board, upon the recommendation actual amount 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 (if any) earned by you will be based on your and the Company’s achievement of against applicable performance objectives and/or other criteria as metrics (the “Bonus Performance Metrics”), to be established and determined by the Board and recommended by in its sole discretion. To receive your Annual Bonus for any particular calendar year during the Board’s Compensation Committee and such other factors as the Compensation CommitteeTerm, you must, in its discretionaddition to achieving the applicable performance metrics, 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is remain employed by the Company on the date the Annual Bonus is paid. 1. Any Option to take Annual Bonus payable in accordance with this Section 2(bEquity on Lieu of Cash. Within thirty (30) shall be paid to Executive no later than March 15th days of the calendar year following the year to which it relates. Executive’s calculation of your earned Annual Bonus for 2025 the applicable calendar year, you may elect to take equity securities of Parent (the “Parent Units”) in lieu of cash compensation for all or part of your Annual Bonus pursuant to the extent earnedterms of this Section 3(b)1. Any portion of your Annual Bonus which you elect to receive in Parent Units shall be granted to you in Parent Units having an aggregate fair market value as of the date such Annual Bonus would become payable (determined by the Board (excluding you) in its good faith discretion) equal to the amount of your Annual Bonus; provided, that, you will be prorated entitled to reflect the elect, in your sole discretion, to instead apply any portion of the year from the Closing your Annual Bonus, up to an aggregate amount equal to your then remaining and unfunded Executive Commitment, against your obligations in respect of the Business CombinationEquity Line, in which case you will receive Parent Units at the valuation set forth in, and subject to the terms of, the Equity Line. For purposes hereof, the term “Equity Line” shall mean the equity commitment line that the Company shall implement together with New Enterprise Associates (“NEA”), and/or its affiliates, and other potential investors, and the term “Executive Commitment” shall mean the amount of your funding commitment with respect to the Equity Line, as set forth in the definitive documents related thereto. All equity grants made pursuant to this Section 3(b)1 shall be immediately vested, and shall not be subject to any repurchase, automatic buyback, forfeiture, termination or other similar provisions in the LLC Agreement or any other agreement.

Annual Bonus. In addition The Company shall pay to Executive an annual cash bonus as set forth below (the Base Salary“Annual Bonus”): (i) With respect to Executive’s Annual Bonus for the 2014 calendar year, Executive shall be eligible entitled to an Annual Bonus equal to $265,225 and such amount shall constitute a cost and expense of administration of the Company’s chapter 11 case and shall be paid in cash, in full, on the Effective Date. (ii) With respect to Executive’s Annual Bonus for the 2015 calendar year, Executive shall be entitled to an annual bonus for each completed fiscal year of employment during the Term (“Annual Bonus”). The terms , subject to the discretion of the Compensation Committee, based upon a target bonus opportunity of $546,364, which represents one hundred percent (100%) of Executive’s initial 2015 annual Base Salary, based upon the attainment of the applicable performance criteria and goals that were established by the Compensation Committee in 2015, the achievement of which shall be determined consistent with the methodology and measurement standards established by the Compensation Committee prior to the Effective Date. Such Annual Bonus are as set forth on Exhibit B shall be paid no later than March 15, 2016. (iii) With respect to this AgreementExecutive’s Annual Bonus for the 2016 calendar year and each subsequent calendar year during the Term, the Company shall pay Executive an Annual Bonus, subject to the discretion of the Compensation Committee, based upon a target bonus opportunity of 100% of Executive’s then current Base Salary, based upon the achievement of performance criteria and goals approved by the terms Compensation Committee. Such performance criteria and goals shall be materially consistent in nature and degree of difficulty with the performance criteria established with respect to the Annual Bonus for subsequent years shall be determined by the Board, upon the recommendation of the Board’s Compensation Committee for each such subsequent year of employment as set forth herein2015 calendar year. 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 Section 4(c)(ii), if an Annual Bonus is awarded, Each such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paid. Any Annual Bonus payable in accordance with this Section 2(b) shall be paid to Executive as soon as practicable but no later than March 15th of the calendar year following the year to which it the Annual Bonus relates. Executive’s . (iv) Notwithstanding anything herein to the contrary, in the event of a Change of Control of the Company, Executive shall receive an Annual Bonus for 2025 (the year in which the Change of Control occurs equal to the extent earnedgreater of (i) will the target Annual Bonus for such year or (ii) the Annual Bonus determined based upon the applicable performance criteria and goals for such year, provided that Executive remains employed on the last day of such calendar year, payable at the times set forth above. If a Change of Control occurs in the 2016 calendar year prior to the time that the Annual Bonus for the 2015 calendar year has been paid, such Annual Bonus shall be prorated paid to reflect Executive on the portion effective date of the year from the Closing Change of the Business CombinationControl.

Annual Bonus. In addition With respect to each calendar year during the Employment Term, Executive will be eligible to earn an annual bonus in a target amount of forty percent (40%) of Executive’s Base SalarySalary (the “Annual Bonus”). For the period from the Commencement Date to December 31, 2018, Executive shall be eligible for an annual bonus for each completed fiscal year of employment during the Term (“a pro-rata Annual Bonus”). The terms of Executive’s initial Annual Bonus are as set forth on Exhibit B to this Agreement, and the terms of actual bonus paid may be lower than the Annual Bonus for subsequent years shall be depending on the degree of achievement of performance objectives, with the assessment of performance determined by the Company’s board of directors (the “Board, upon ”) or the recommendation Compensation Committee of the Board’s Compensation Committee for each such subsequent year of employment as . The initial 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 will be reasonably established by the Board and recommended or the Compensation Committee of the Board, within sixty (60) days of the Commencement Date. Subsequent performance objectives will be reasonably established by the Board’s Board or the Compensation Committee and such other factors as of the Compensation Committee, in its discretion, deems relevant Board within sixty (provided, however, if pursuant 60) days of the beginning of the calendar year 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 Section 4(c)(ii), if an Annual Bonus is awarded, such Annual Bonus shall be deemed “earned” and Executive is entitled to receive payment of such Annual Bonus only if Executive is employed by the Company on the date the Annual Bonus is paidrelates. Any Annual Bonus payable earned by Executive during the Employment Term may be paid, in accordance with this Section 2(b) shall the Company’s sole discretion, in cash or shares of the Company’s common stock, or any combination thereof, and will be paid to Executive within sixty (60) days of the end of the calendar year for which the Annual Bonus was earned, but in no event later than March 15th of the calendar year following the calendar year in which the Annual Bonus was earned. Executive must be employed on the last day of each calendar year in order to which it relates. Executive’s be eligible to receive an Annual Bonus for 2025 (that calendar year; provided, however, that if the Company terminates Executive’s employment other than For Cause prior to the extent earned) will be prorated to reflect last day of the relevant calendar year, then the Company may pay a pro rata portion of the year from the Closing Annual Bonus in a single lump sum payment within sixty (60) days of the Business Combination.end of the relevant calendar year, but in no event later than March 15th of the calendar year following the calendar year in which such termination other than For Cause occurs and subject to Executive’s timely execution and subsequent non-revocation of the Company’s standard separation and release agreement in the form attached hereto as Exhibit A.