Common use of Bonus or other Incentive Compensation Clause in Contracts

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 45% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.5% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target if the Goals are not met as set forth under the terms of the plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 45% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.5% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target if the Goals are not met as set forth under the terms of the plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 4540% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.560% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target if the Goals are not met as set forth under the terms of the plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 4560% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.590% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target or nothing if the Goals are not met as set forth under the terms of the planBonus Plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during During the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on equal to 100% of his base salary (the “Annual Bonus”) upon the achievement of reasonable target objectives and performance goals for the earning of such compensation as may be determined by the Parent Board from time to time in consultation with the Executive (the “Goals”). Amounts that may be earned upon attainment In the event the Executive’s actual performance exceeds the Goals, the Board may, in its sole discretion, pay the Executive bonus compensation of all reasonably achievable annual Goals will be targeted to equal not less more than 45100% of the annual base salary Annual Bonus. In each case, the Annual Bonus shall be payable in such fiscal year. The amount of any actual payment under accordance with the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum Company’s annual bonus compensation of not less than 67.5% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target if the Goals are not met as set forth under the terms of the plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, Amounts paid will be less than the Executive shall be eligible to receive such additional bonus Annual Bonus or incentive compensation nothing if the Goals are not met as set forth under the Parent Board may establish from time to time in its sole discretionterms of the Bonus Plan. Any bonus or incentive compensation under this Section 2.3 under 2.3, the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing. The payment of any Incentive Compensation shall be subject to all federal, state and withholding taxes, social security deductions and other general withholding obligations.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 4535% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.552.5% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target if the Goals are not met as set forth under the terms of the plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 4550% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.560% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target or nothing if the Goals are not met as set forth under the terms of the planBonus Plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount under the Parent’s Executive Annual Incentive Plan or any successor plan (the “Bonus Plan”) based on reasonable the achievement of goals for the earning of such compensation as may be determined established by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment During the Term, the Executive will have a target bonus opportunity under the Bonus Plan of all reasonably achievable at least 75% of his then-applicable Base Salary and an opportunity to earn a maximum annual Goals will be targeted to equal bonus of not less than 45112.5% of his then-applicable Base Salary; provided, however, the annual base salary in such fiscal Executive’s bonus under the Annual Incentive Plan with respect to work performed during the 2014 calendar year shall be pro-rated based on the number of days employed during the 2014 calendar year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.5% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined Goals established by the Parent Board from time-to-time (Board. Except as otherwise provided in this Agreement, to receive a bonus under the “Bonus Plan”). Amounts will , the Executive must be less than either employed on the date of payment of such target if the Goals are not met as set forth under the terms of the planbonus. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable paid following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount under the Parent’s Executive Annual Incentive Plan or any successor plan (the “Bonus Plan”) based on reasonable the achievement of goals for the earning of such compensation as may be determined established by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment During the Term, the Executive will have a target bonus opportunity under the Bonus Plan of all reasonably achievable at least 35% of his then-applicable Base Salary and an opportunity to earn a maximum annual Goals will be targeted to equal bonus of not less than 4560% of his then-applicable Base Salary; provided, however, the annual base salary in Executive’s bonus under the Annual Incentive Plan with respect to work performed during the 2014 calendar year shall be paid at 100% of Executive’s 2014 bonus eligibility and such fiscal 2014 bonus shall be pro-rated based on the number of days employed during the 2014 calendar year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.5% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined Goals established by the Parent Board from time-to-time (Board. Except as otherwise provided in this Agreement, to receive a bonus under the “Bonus Plan”). Amounts will , the Executive must be less than either employed on the date of payment of such target if the Goals are not met as set forth under the terms of the planbonus. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable paid following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 4560% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.572% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target or nothing if the Goals are not met as set forth under the terms of the planBonus Plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount under the Parent’s Executive Annual Incentive Plan or any successor plan (the “Bonus Plan”) based on reasonable the achievement of goals for the earning of such compensation as may be determined established by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment During the Term, the Executive will have a target bonus opportunity under the Bonus Plan of all reasonably achievable at least 125% of his then-applicable Base Salary and an opportunity to earn a maximum annual Goals will be targeted to equal bonus of not less than 45188.5% of his then-applicable Base Salary; provided, however, the annual base salary in such fiscal Executive’s bonus under the Annual Incentive Plan with respect to work performed during the 2013 calendar year shall be pro-rated based on the number of days employed during the 2013 calendar year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.5% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined Goals established by the Parent Board from time-to-time (Board. Except as otherwise provided in this Agreement, to receive a bonus under the “Bonus Plan”). Amounts will , the Executive must be less than either employed on the date of payment of such target if the Goals are not met as set forth under the terms of the planbonus. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable paid following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount under the Parent’s Executive Annual Incentive Plan or any successor plan (the “Bonus Plan”) based on reasonable the achievement of goals for the earning of such compensation as may be determined established by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment During the Term, the Executive will have a target bonus opportunity under the Bonus Plan of all reasonably achievable at least 60% of his then-applicable Base Salary and an opportunity to earn a maximum annual Goals will be targeted to equal bonus of not less than 4590% of his then-applicable Base Salary; provided, however, the annual base salary in such fiscal Executive’s bonus under the Annual Incentive Plan with respect to work performed during the 2011 calendar year shall be pro-rated based on the number of days employed during the 2011 calendar year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.5% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined Goals established by the Parent Board from time-to-time (Board. Except as otherwise provided in this Agreement, to receive a bonus under the “Bonus Plan”). Amounts will , the Executive must be less than either employed on the date of payment of such target if the Goals are not met as set forth under the terms of the planbonus. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable paid following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 4550% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.575% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target if the Goals are not met as set forth under the terms of the plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount under the Parent's Executive Annual Incentive Plan or any successor plan (the “Bonus Plan”) based on reasonable the achievement of goals for the earning of such compensation as may be determined established by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment During the Term, the Executive will have a target bonus opportunity under the Bonus Plan of all reasonably achievable at least 60% of his then-applicable Base Salary and an opportunity to earn a maximum annual Goals will be targeted to equal bonus of not less than 4590% of his then­ applicable Base Salary; provided, however, the annual base salary in such fiscal Executive's bonus under the Annual Incentive Plan with respect to work performed during the 2013 calendar year shall be pro-rated based on the number of days employed during the 2013 calendar year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.5% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined Goals established by the Parent Board from time-to-time (Board. Except as otherwise provided in this Agreement, to receive a bonus under the “Bonus Plan”). Amounts will , the Executive must be less than either employed on the date of payment of such target if the Goals are not met as set forth under the terms of the planbonus. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable paid following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during During the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on equal to $225,000 (the “Annual Bonus”) upon the achievement of reasonable target objectives and performance goals for the earning of such compensation as may be determined by the Parent Board from time to time in consultation with the Executive (the “Goals”) (provided that with respect to the Goals for the fiscal year ending December 31, 2014 (the “2014 Fiscal Year”), the Goals shall be determined prior to the Effective Date). Amounts that may be earned upon attainment In the event the Executive’s actual performance exceeds the Goals, the Board may, in its sole discretion, pay the Executive bonus compensation of all reasonably achievable annual Goals will be targeted to equal not less more than 45100% of the annual base salary Annual Bonus. In each case, the Annual Bonus shall be payable in such fiscal year. The amount of any actual payment under accordance with the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum Company’s annual bonus compensation of not less than 67.5% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will ; provided, however, that any bonus amounts payable with respect to the 2014 Fiscal Year shall be less than either such target if prorated based on the Goals are not met as set forth under actual days Executive is employed by the terms of Company during the plan2014 Fiscal Year. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, Amounts paid will be less than the Executive shall be eligible to receive such additional bonus Annual Bonus or incentive compensation nothing if the Goals are not met as set forth under the Parent Board may establish from time to time in its sole discretionterms of the Bonus Plan. Any bonus or incentive compensation under this Section 2.3 under 2.3, the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing. The payment of any Incentive Compensation shall be subject to all federal, state and withholding taxes, social security deductions and other general withholding obligations.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount under the Parent’s Executive Annual Incentive Plan or any successor plan (the “Bonus Plan”) based on reasonable the achievement of goals for the earning of such compensation as may be determined established by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment During the Term, the Executive will have a target bonus opportunity under the Bonus Plan of all reasonably achievable at least 40% of her then-applicable Base Salary and an opportunity to earn a maximum annual Goals will be targeted to equal bonus of not less than 4560% of her then-applicable Base Salary; provided, however, the annual base salary Executive’s bonus under the Annual Incentive Plan with respect to work performed during the 2012 calendar year shall be determined based on a pro-rated methodology such that the portion of the bonus representing the period between January 1, 2012 and November 10, 2012 shall be based on the arrangement between the Executive and the Company in effect during such fiscal yearperiod, and the portion of the bonus representing the period between November 11, 2012 and December 31, 2012 shall be based on the terms hereof. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.5% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined Goals established by the Parent Board from time-to-time (Board. Except as otherwise provided in this Agreement, to receive a bonus under the “Bonus Plan”). Amounts will , the Executive must be less than either employed on the date of payment of such target if the Goals are not met as set forth under the terms of the planbonus. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable paid following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount under the Parent’s Executive Annual Incentive Plan or any successor plan (the “Bonus Plan”) based on reasonable the achievement of goals for the earning of such compensation as may be determined established by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment During the Term, the Executive will have a target bonus opportunity under the Bonus Plan of all reasonably achievable at least 60% of his then-applicable Base Salary and an opportunity to earn a maximum annual Goals will be targeted to equal bonus of not less than 4590% of his then-applicable Base Salary; provided, however, the annual base salary Executive’s bonus under the Annual Incentive Plan with respect to work performed during the 2011 calendar year shall be determined based on a pro-rated methodology such that the portion of the bonus representing the period between January 1, 2011 and September 30, 2011 shall be based on the arrangement between the Executive and the Company in effect during such fiscal yearperiod, and the portion of the bonus representing the period between October 1, 2011 and December 31, 2011 shall be based on the terms hereof. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.5% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined Goals established by the Parent Board from time-to-time (Board. Except as otherwise provided in this Agreement, to receive a bonus under the “Bonus Plan”). Amounts will , the Executive must be less than either employed on the date of payment of such target if the Goals are not met as set forth under the terms of the planbonus. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable paid following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 4560% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.590% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target if the Goals are not met as set forth under the terms of the plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 4590% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.5135% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target or nothing if the Goals are not met as set forth under the terms of the planBonus Plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 45100% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.5150% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target or nothing if the Goals are not met as set forth under the terms of the planBonus Plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise (but not the Special Retention Bonus described and defined in Section 2.4 below) is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount under the Parent’s Executive Annual Incentive Plan or any successor plan (the “Bonus Plan”) based on reasonable the achievement of goals for the earning of such compensation as may be determined established by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment During the Term, the Executive will have a target bonus opportunity under the Bonus Plan of all reasonably achievable at least 60% of his then-applicable Base Salary and an opportunity to earn a maximum annual Goals will be targeted to equal bonus of not less than 4590% of his then-applicable Base Salary; provided, however, the annual base salary Executive’s bonus under the Annual Incentive Plan with respect to work performed during the 2012 calendar year shall be determined based on a pro-rated methodology such that the portion of the bonus representing the period between January 1, 2012 and November 5, 2012 shall be based on the arrangement between the Executive and the Company in effect during such fiscal yearperiod, and the portion of the bonus representing the period between November 6, 2012 and December 31, 2012 shall be based on the terms hereof. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.5% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined Goals established by the Parent Board from time-to-time (Board. Except as otherwise provided in this Agreement, to receive a bonus under the “Bonus Plan”). Amounts will , the Executive must be less than either employed on the date of payment of such target if the Goals are not met as set forth under the terms of the planbonus. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable paid following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount under the Parent’s Executive Annual Incentive Plan or any successor plan (the “Bonus Plan”) based on reasonable the achievement of goals for the earning of such compensation as may be determined established by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment During the Term, the Executive will have a target bonus opportunity under the Bonus Plan of all reasonably achievable at least 60% of his then-applicable Base Salary and an opportunity to earn a maximum annual Goals will be targeted to equal bonus of not less than 4590% of his then­ applicable Base Salary; provided, however, the annual base salary in such fiscal Executive’s bonus under the Annual Incentive Plan with respect to work performed during the 2013 calendar year shall be pro-rated based on the number of days employed during the 2013 calendar year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.5% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined Goals established by the Parent Board from time-to-time (Board. Except as otherwise provided in this Agreement, to receive a bonus under the “Bonus Plan”). Amounts will , the Executive must be less than either employed on the date of payment of such target if the Goals are not met as set forth under the terms of the planbonus. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable paid following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of (a) For so long as the Company during the Termis a direct or indirect subsidiary of Parent, the Executive shall be eligible to receive annual bonus compensation in an amount under the Parent’s Executive Annual Incentive Plan or any successor plan (the “Bonus Plan”) based on reasonable the achievement of Company-specific goals for the earning of such compensation as may be determined established by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment During the Term, the Executive will have a target bonus opportunity under the Bonus Plan of all reasonably achievable at least 50% of his then-applicable Base Salary and an opportunity to earn a maximum annual Goals will be targeted to equal bonus of not less than 4560% of the annual base salary in such fiscal yearhis then-applicable Base Salary. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.5% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined Goals established by the Parent Board from time-to-time (Board. In the “event of any termination of this Agreement pursuant to Section 5.2,, to receive a bonus under the Bonus Plan”). Amounts will , the Executive must be less than either employed on the date of payment of such target if the Goals are not met as set forth under the terms of the planbonus. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable paid following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus In the event that a Change of Control occurs that results in the Company not being a direct or incentive compensation under this Section 2.3 under indirect subsidiary of Parent, (i) the Company (not Parent) shall be responsible for the payment of any Incentive Compensation amounts with respect to completed or pro rata fiscal years for which Bonus Plan or otherwise is referred amounts have not yet been paid (collectively, “Unpaid Periods”) and (ii) the Goals will deemed satisfied at a 100% achievement level with respect to herein as “Incentive CompensationUnpaid Periods.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 4540% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.560% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target if the Goals are not met as set forth under the terms of the plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 4550% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.575% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target if the Goals are not met as set forth under the terms of the plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company (or portion thereof) during the Termtime the Executive is employed by the Company, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “"Goals”"). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 4550% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.575% of annual base salary in such fiscal year under Parent’s 's Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “"Bonus Plan”"). Amounts will be less than either such target if the Goals are not met as set forth under the terms of the plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “"Incentive Compensation.” " Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 4535% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.560% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target if the Goals are not met as set forth under the terms of the plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 4575% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.5112.5% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target or nothing if the Goals are not met as set forth under the terms of the planBonus Plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 4550% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.575% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target if the Goals are not met as set forth under the terms of the plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. The Executive shall receive a partial (pro rata from the Effective Date) bonus under the Bonus Plan for fiscal year 2008 and thereby be guaranteed credit for achievement of 100% of Bonus Plan Goals for 2008. Such Incentive Compensation will be payable in accordance with the terms of this Agreement and the Bonus Plan at the time bonuses are paid to the other senior executives of the Company, but no later than March 15, 2009. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 4540% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.560% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target if the Goals are not met as set forth under the terms of the plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of (a) For so long as the Company during the Termis a direct or indirect subsidiary of Parent, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable Company-specific goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 4550% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.560% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target or nothing if the Goals are not met as set forth under the terms of the planBonus Plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus In the event that a Change of Control occurs that results in the Company not being a direct or incentive compensation under this Section 2.3 under indirect subsidiary of Parent, (i) the Company (not Parent) shall be responsible for the payment of any Incentive Compensation amounts with respect to completed or pro rata fiscal years for which Bonus Plan or otherwise is referred amounts have not yet been paid (collectively, “Unpaid Periods”) and (ii) the Goals will deemed satisfied at a 100% achievement level with respect to herein as “Incentive CompensationUnpaid Periods.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation in an amount based on reasonable goals for the earning of such compensation as may be determined by the Parent Board from time to time (the “Goals”). Amounts that may be earned upon attainment of all reasonably achievable annual Goals will be targeted to equal not less than 4550% of the annual base salary in such fiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 67.575% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the Parent Board from time-to-time (the “Bonus Plan”). Amounts will be less than either such target or nothing if the Goals are not met as set forth under the terms of the planBonus Plan. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.