Common use of Annual Incentive Awards Clause in Contracts

Annual Incentive Awards. During the Term of Employment, the Executive shall be eligible to earn an Annual Bonus in respect of each calendar year occurring during the Term of Employment pursuant to the two Executive Incentive Plans covering senior executives of the Company (the “Bonus Plans”), the amount of which shall be based upon a percentage of the Executive’s Base Salary (or such other metric or amount as the Board may establish pursuant to the Bonus Plans), provided that the target Annual Bonus percentage under the Bonus Plans for each calendar year occurring during the Term of Employment shall be equal to at least fifty percent (50%) of the amount of Base Salary the Executive actually earned in the year in respect of which the Annual Bonus, if any, is payable. Any Annual Bonus shall only be payable upon the achievement by the Company as a whole of certain performance goals to be established in respect of each calendar year by the Board (or a designated committee thereof) after consultation with the Executive, provided that the Executive may receive a greater or lesser Annual Bonus amount as determined by the Board in accordance with achievement of such performance goals and as pursuant to the terms of the Bonus Plans; and provided, further, that the Company acknowledges that any annual bonus program established as described herein will include an opportunity for the Executive to earn one hundred percent (100%) of the Executive’s Base Salary, based upon the achievement of certain performance goals, and that the Company may, but shall not be obligated to, provide an opportunity for the Executive to earn more than 100% of the Executive’s Base Salary as an Annual Bonus. Notwithstanding the foregoing, the Executive shall be entitled to the following: (a) the Executive shall receive an Annual Bonus equal to $100,000 in respect of the balance of calendar year 2003 (the “2003 Bonus”) and (b) with respect to calendar year 2004, the Executive shall earn an Annual Bonus pursuant to the Bonus Plans, the amount of which shall be at least equal to $450,000 (such minimum bonus amount, the “2004 Bonus”). Notwithstanding the foregoing, and subject to the provisions of Section 9 of this Agreement, in the event that the Term of Employment is scheduled to terminate prior to December 31 of any given calendar year, the Executive shall only be eligible to earn a pro rata portion of his Annual Bonus amount, based on the number of days during such calendar year in which the Executive is employed hereunder. All bonuses payable under this Section 5 shall be paid at the same time as annual cash bonuses are paid to other senior corporate executives of the Company pursuant to the applicable Bonus Plans.

Annual Incentive Awards. During the Term of Employment, the Executive shall be eligible to earn an Annual Bonus participate in respect of each calendar year occurring during the Term of Employment pursuant to the two Executive Incentive Plans covering senior executives of the Company (the “Bonus Plans”), the amount of which shall be based upon a percentage of the Executive’s Base Salary (or such other metric or amount as the Board may establish pursuant to the Bonus Plans), provided that the target Annual Bonus percentage under the Bonus Plans for each calendar year occurring during the Term of Employment shall be equal to at least fifty percent (50%) of the amount of Base Salary the Executive actually earned in the year in respect of which the Annual Bonus, if any, is payable. Any Annual Bonus shall only be payable upon the achievement by the Company as a whole of certain performance goals to be established in respect of each calendar year by the Board (or a designated committee thereof) after consultation with the Executive, provided that the Executive may and receive a greater or lesser Annual Bonus amount as determined by the Board in accordance with achievement of such performance goals and as annual cash incentive awards pursuant to the terms of the Bonus Plans; and providedDynex Capital, furtherInc. Annual Cash Incentive Plan or any successor plan or program (the “Dynex Incentive Plan”). The minimum target amount of Executive’s annual cash incentive award for any fiscal year during the Employment Period, that including the Company acknowledges that any annual bonus program established as described herein will include an opportunity for the Executive to earn one full 2023 fiscal year, shall be not less than two hundred percent (100200%) of the Executive’s Base Salary, based upon and the achievement maximum amount of certain performance goals, and that Executive’s annual cash incentive award for any fiscal year during the Company may, but Employment Period shall be not be obligated to, provide an opportunity for the Executive to earn more less than 100% four hundred percent (400%) of the Executive’s Base Salary Salary. The actual amount of Executive’s annual cash incentive award, if any, may be more or less than the target amount, as an Annual Bonus. Notwithstanding determined by the foregoingBoard or a committee thereof, the Executive shall be entitled to the following: (a) the Executive shall receive an Annual Bonus equal to $100,000 in respect of the balance of calendar year 2003 (the “2003 Bonus”) and (b) with respect to calendar year 2004, the Executive shall earn an Annual Bonus pursuant to the Bonus Plansterms of the Dynex Incentive Plan, but not more than the maximum amount. For each fiscal year during the Employment Period, the amount Company’s management team shall recommend proposed performance targets under the Dynex Incentive Plan to the Board or a committee thereof by the end of which the fiscal year immediately prior to the applicable performance year, and the Company’s management team shall provide all information necessary or appropriate to enable the Board or a committee thereof to determine the final performance targets by the end of the first month of the applicable performance year. Any annual cash incentive award shall be paid after the end of the fiscal year to which it relates, at least equal the same time and under the same terms and conditions as the annual cash incentive awards for other executives of the Company and subject to $450,000 (such minimum bonus amountthe terms of the Dynex Incentive Plan, the “2004 Bonus”). Notwithstanding the foregoingincluding requirements as to continued employment, and subject to the provisions of Section 9 Sections 7(d)(i)(C) and 7(d)(ii)(C) below. For the sake of this Agreementclarity, in Executive’s annual cash incentive award opportunity for the event that 2023 fiscal year under the Term of Employment is scheduled to terminate prior to December 31 of any given calendar year, the Executive shall only Dynex Incentive Plan will be eligible to earn a pro rata portion of his Annual Bonus amount, based on the number of days during such calendar year Executive’s increased 2023 Base Salary as set forth in which the Executive is employed hereunder. All bonuses payable under this Section 5 shall be paid at the same time as annual cash bonuses are paid to other senior corporate executives of the Company pursuant to the applicable Bonus Plans3.

Annual Incentive Awards. During For the Term of Employmentperiod commencing January 1, 2018 and ending on the date immediately before the Effective Date, the Executive shall will be eligible to receive an annual incentive compensation award, determined pursuant to the guidelines provided under Wyndham Worldwide Corporation 2018 AIP, if any, pursuant to that certain Employment Agreement, dated as of April 17, 2017 (the “Prior Agreement”), by and between the Executive and Wyndham Worldwide Corporation (the “Prior Employer”), subject to the discretion of the Compensation Committee of the Board of Directors of Wyndham Worldwide Corporation to grant such award. The amount of such award (if any) will be determined based upon the target award opportunity in effect pursuant to the Prior Agreement and will be pro-rated based upon the number of days of the Executive’s employment with the Prior Employer from January 1, 2018 until the date immediately preceding the Effective Date. Effective as of the Effective Date, the Executive will be eligible to earn an Annual Bonus annual incentive compensation award in respect of each calendar fiscal year occurring during the Term of Employment pursuant to the two Executive Incentive Plans covering senior executives of the Company (ending during the “Bonus Plans”)Period of Employment, subject to the amount of which shall be Committee’s discretion to grant such awards, based upon a percentage target award opportunity equal to 150% of the Executive’s Base Salary (or such other metric or amount as the Board may establish pursuant to the Bonus Plans), provided that the target Annual Bonus percentage under the Bonus Plans for each calendar year occurring during the Term of Employment shall be equal to at least fifty percent (50%) of the amount of Base Salary the Executive actually earned in the year in respect of which the Annual Bonus, if any, is payable. Any Annual Bonus shall only be payable upon the achievement by the Company as a whole of certain performance goals to be established in respect of each calendar year by the Board (or a designated committee thereof) after consultation with the Executive, provided that the Executive may receive a greater or lesser Annual Bonus amount as determined by the Board in accordance with achievement of such performance goals and as pursuant to the terms of the Bonus Plans; and provided, further, that the Company acknowledges that any annual bonus program established as described herein will include an opportunity for the Executive to earn one hundred percent (100%) of the Executive’s Base Salary, based upon the achievement of certain performance goals, and that the Company may, but shall not be obligated to, provide an opportunity for the Executive to earn more than 100% of the Executive’s Base Salary as an Annual Bonus. Notwithstanding the foregoing, the Executive shall be entitled to the following: (a) the Executive shall receive an Annual Bonus equal to $100,000 in respect of the balance of calendar year 2003 (the “2003 BonusTarget Award”) and (b) with respect to calendar year 2004, the Executive shall earn an Annual Bonus pursuant to the Bonus Plans, the amount of which shall be at least equal to $450,000 (earned during each such minimum bonus amount, the “2004 Bonus”). Notwithstanding the foregoingyear, and subject to the provisions terms and conditions of Section 9 the annual incentive plan covering employees of this Agreementthe Company, and further subject to attainment by the Company of such performance goals, criteria or targets established and certified by the Committee in its sole discretion in respect of each such fiscal year (each such annual incentive, an “Incentive Compensation Award”). The Executive’s Incentive Compensation Award for the event that the Term of Employment is scheduled to terminate prior to December 31 of any given calendar year, the Executive shall only be eligible to earn a pro rata portion of his Annual Bonus amount, based on the number of days during such calendar fiscal year in which the Executive is employed hereunderEffective Date occurs will be pro-rated based upon eligible earnings for the period from the Effective Date through the end of such fiscal year. All bonuses payable under this Section 5 shall be paid at the same time Any earned Incentive Compensation Award (as annual cash bonuses are paid to other senior corporate executives of the Company well as any award earned pursuant to the applicable Bonus PlansPrior Agreement, as described above) will be paid to the Executive at such time as will be determined by the Committee, but in no event later than the last day of the calendar year following the calendar year with respect to which the performance targets relate.

Annual Incentive Awards. During the Term of EmploymentThe Executive will be eligible for discretionary annual incentive compensation awards; provided, that the Executive shall will be eligible to earn receive an Annual Bonus annual incentive compensation award in respect of each calendar fiscal year occurring during the Term of Employment pursuant to the two Executive Incentive Plans covering senior executives of the Company (the “Bonus Plans”), the amount of which shall be based upon a percentage of the Executive’s Base Salary (or such other metric or amount as the Board may establish pursuant to the Bonus Plans), provided that the target Annual Bonus percentage under the Bonus Plans for each calendar year occurring during the Term Period of Employment shall be equal to at least fifty percent (50%) with a target level of the amount 200% of Base Salary the Executive actually earned in the year in respect of which the Annual Bonus, if any, is payable. Any Annual Bonus shall only be payable upon the achievement by the Company as a whole of certain performance goals to be established in respect of each calendar year by the Board (or a designated committee thereof) after consultation with the Executive, provided that the Executive may receive a greater or lesser Annual Bonus amount as determined by the Board in accordance with achievement of such performance goals and as pursuant to the terms of the Bonus Plans; and provided, further, that the Company acknowledges that any annual bonus program established as described herein will include an opportunity for the Executive to earn one hundred percent (100%) of the Executive’s Base Salary, based upon subject to the achievement Company’s attainment of certain applicable performance goals, targets established and that certified by the Company may, but shall not be obligated to, provide an opportunity for the Executive to earn more than 100% of the Executive’s Base Salary as an Annual BonusCommittee. Notwithstanding the foregoing, so long as the Executive shall be entitled remains employed to the following: (a) the Executive shall receive an Annual Bonus equal to $100,000 in respect end of the balance of calendar year Company’s 2003 (the “2003 Bonus”) and (b) with respect to calendar year 2004fiscal year, the Executive shall earn will receive an Annual Bonus pursuant annual incentive compensation award for such fiscal year equal to not less than 200% of the sum of Initial Base Salary plus CFO Base Salary earned by the Executive from the Effective Date through the end of such fiscal year; provided, that in any event such incentive compensation award (expressed as a percentage of CFO Base Salary) will be not less than the percentage of base salary earned as an incentive compensation award for such fiscal year by any executive of the Company who reports directly to the Bonus Plans, current CEO of the amount of which shall be at least equal to $450,000 Company (such minimum bonus amountexecutives, the “2004 Bonus”). Notwithstanding the foregoing, and subject to the provisions of Section 9 for purposes of this Agreement, in the event “CEO Direct Reports”). The parties acknowledge that it is currently contemplated that the Term aforementioned performance targets will be stated in terms of Employment is scheduled “earnings per share” of the Company’s common stock. However, such targets may relate to terminate prior to December 31 of any given calendar year, the Executive shall only be eligible to earn a pro rata portion of his Annual Bonus amount, based on the number of days during such calendar year in which the Executive is employed hereunder. All bonuses payable under this Section 5 shall be paid at the same time as annual cash bonuses are paid to other senior corporate executives financial and business criteria of the Company pursuant or any of its subsidiaries or business units as determined by the Committee in its sole discretion. The terms and conditions applicable to any other annual incentive compensation award granted to the Executive during the Period of Employment under any annual incentive program of the Company will be no less favorable than those applicable Bonus Plansto any of the CEO Direct Reports. Each annual incentive compensation award referred to herein is hereinafter referred to as an “Incentive Compensation Award.”

Annual Incentive Awards. During the Term of Employment, the Executive shall be eligible to earn an Annual Bonus in respect of each calendar year occurring during the Term of Employment pursuant to the two Executive Incentive Plans Company’s bonus plans covering senior executives of the Company (the “Bonus Plans”), the amount of which shall be based upon a percentage of the Executive’s Base Salary (or such other metric or amount as the Board may establish pursuant to the Bonus Plans) (the “Target Bonus Opportunity”), provided that the target Annual which Target Bonus percentage under the Bonus Plans for each calendar year occurring during the Term of Employment Opportunity may be increased but shall never be equal decreased to at least fifty percent (50%) below 65% of the amount of Executive’s Base Salary the Executive actually earned in the year in respect of which the Annual Bonus, if any, is payableSalary. Any Annual Bonus shall only be payable upon the achievement by the Company as a whole of certain performance goals to be established in respect of each calendar year by the Board (or a designated committee thereof) after consultation with the Executive, provided that the Executive may receive a greater or lesser Annual Bonus amount as determined by the Board in accordance with achievement of such performance goals and as pursuant to the terms of the Bonus Plans; and provided, further, that the Company acknowledges that any annual bonus program established as described herein will include an opportunity for the Executive to earn one hundred and fifty percent (100150%) of the Executive’s Base SalaryTarget Bonus Opportunity, based upon the achievement of certain performance goals, and that the Company may, but shall not be obligated to, provide an opportunity for the Executive to earn more than 100% of the Executive’s Base Salary as an Annual Bonus. Notwithstanding the foregoing, the Executive shall be entitled to the following: (a) the Executive shall receive receive, at a minimum, an Annual Bonus equal to $100,000 175,000 in respect of the balance of calendar the Company’s fiscal year 2003 in which the Effective Date falls (the “2003 Bonus2008 Bonus Payment”) ), so long as he remains employed through the date when such bonuses are paid to other senior corporate executives of the Company by the Board and will be eligible to earn a Target Bonus Opportunity of $325,000 (b) with respect to calendar year 2004, the Executive shall earn an Annual Bonus pursuant subject to the one hundred and fifty percent (150%) maximum Target Bonus Plans, the amount Opportunity described above) in respect of which shall be at least equal to $450,000 (such minimum bonus amount, the “2004 Bonus”)year. Notwithstanding the foregoing, and subject to the provisions of Section 9 10 of this Agreement, in the event that Executive’s employment is terminated (other than for Cause by the Term of Employment is scheduled to terminate Company or upon a Voluntary Termination (as defined in Section 10(e) below)) prior to December 31 of any given calendar year, the Executive shall only be eligible to earn a pro pro-rata portion of his Annual Bonus amount, based on the number of days during such calendar year in which the Executive is employed hereunderhereunder and based on the performance of the Company for the entire fiscal year in which such termination occurs, relative to the performance criteria set by the Board in respect of such year under the applicable Bonus Plan. All bonuses payable under this Section 5 6 shall be paid at the same time as annual cash bonuses are paid to other senior corporate executives of the Company pursuant to the applicable Bonus Plans.

Annual Incentive Awards. During The Executive shall be eligible to earn a target Annual Bonus for 2014 and 2015 (each, an “Annual Bonus”) equal to 150% of the Term Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Compensation Committee (the “Committee”) for such fiscal year. The Committee may establish such metrics whereby the Executive may earn an Annual Bonus in excess of Employmentthe target Annual Bonus or an Annual Bonus less than the target Annual Bonus. For 2016, in the event that the Executive’s Base Salary is subject to adjustment as provided in Section IV(a)(ii)(y) hereof, the Executive shall be eligible to earn an a target Annual Bonus in respect of each calendar year occurring during the Term of Employment pursuant to the two Executive Incentive Plans covering senior executives for 2016 that is no less than one-half of the Company (target Annual Bonus that the “Bonus Plans”), Executive was eligible to earn for 2015. In the amount of which shall be based upon a percentage of event that the Executive’s Base Salary (or such other metric or amount is paid as provided in Section IV(a)(ii)(x) hereof, the Board may establish pursuant Executive shall not be eligible to the Bonus Plans), provided that the target earn an Annual Bonus percentage under the Bonus Plans for each calendar year occurring during the Term of Employment shall be equal to at least fifty percent (50%) of the amount of Base Salary the Executive actually earned in the year in respect of which the Annual Bonus2016, if any, is payable. Any Annual Bonus shall only be payable upon the achievement by the Company as a whole of certain performance goals to be established in respect of each calendar year by the Board (or a designated committee thereof) after consultation with the Executive, provided that the Executive may receive a greater or lesser Annual Bonus amount as unless otherwise determined by the Board Committee in accordance with achievement of such performance goals and as pursuant to the terms of the Bonus Plans; and provided, further, that the Company acknowledges that any annual bonus program established as described herein will include an opportunity for the Executive to earn one hundred percent (100%) of the Executive’s Base Salary, based upon the achievement of certain performance goals, and that the Company may, but shall not be obligated to, provide an opportunity for the Executive to earn more than 100% of the Executive’s Base Salary as an Annual Bonusits sole discretion. Notwithstanding the foregoing, to the extent required for any Annual Bonus to comply with the “performance-based compensation” exception under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the maximum amount that may become payable to the Executive in respect of any Annual Bonus shall be established by the Committee at the beginning of the fiscal year as required by Section 162(m) of the Code and the Committee shall be precluded from increasing the amount of compensation payable under such bonus thereafter for such fiscal year (but the Committee may have the discretion to decrease the amount of compensation payable). Nothing herein shall be construed to limit the authority of the Committee to pay the Executive additional bonus compensation that is not intended to be “performance-based compensation” under Section 162(m) of the Code. Any Annual Bonus that becomes payable to the Executive pursuant to this Section shall be paid to the Executive as soon as reasonably practicable following receipt by the Board of the audited consolidated financial statements of the Company for the relevant fiscal year, but in no event later than two and one-half (2 1/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. The Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump sum cash payment, or, at his election, in any form that the following: (a) Board generally makes available to the Company’s executive management team; provided that any such election is made by the Executive shall receive an Annual Bonus equal to $100,000 in respect compliance with Section 409A of the balance of calendar year 2003 Code (the “2003 BonusSection 409A”) and (b) with respect to calendar year 2004, the Executive shall earn an Annual Bonus pursuant to the Bonus Plans, the amount of which shall be at least equal to $450,000 (such minimum bonus amount, the “2004 Bonus”). Notwithstanding the foregoing, and subject to the provisions of Section 9 of this Agreement, in the event that the Term of Employment is scheduled to terminate prior to December 31 of any given calendar year, the Executive shall only be eligible to earn a pro rata portion of his Annual Bonus amount, based on the number of days during such calendar year in which the Executive is employed hereunder. All bonuses payable under this Section 5 shall be paid at the same time as annual cash bonuses are paid to other senior corporate executives of the Company pursuant to the applicable Bonus Plansregulations promulgated thereunder.