Common use of Bonus Clause in Contracts

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year.

Bonus. Should During the Term of the Executive’s employment hereunder, the Executive shall participate, in a manner consistent with the Executive’s title, position and responsibilities, in all management incentive plans made generally available to executives of the Company meet or exceed in comparable positions (together, the sales“Bonus Plans”) at a targeted bonus level, profits expressed as a percentage of the Base Salary, of (i) 65% for 2004 and other objectives (ii) 100% for fiscal years thereafter so long as approved by the Board (the “Target”). The Executive agrees that the actual award of any cash bonus pursuant to a Bonus Plan may, pursuant to the terms of such plan, be subject to the achievement of certain financial goals by the Company and/or certain personal performance goals established for the Executive with respect to any period for which a cash bonus may be paid pursuant to a Bonus Plan (in each case such goals having been established by the Compensation Committee Board or a committee thereof no later than the last day of the first month of the fiscal year) and shall be paid to the Executive after the fiscal year end following determination by the Board or a committee thereof of the Company’s achievement of any applicable financial goals or of any personal performance goals established for the Executive (but in any event not later than 120 days after the end of such fiscal year). If the Executive’s employment terminates for any reason other than a termination by the Executive without Good Reason before the end of the second quarter of a fiscal year or a termination by the Company for Cause before the end of a fiscal year, Employee the Company shall be eligible pay to receive the Executive at the time provided in the preceding sentence a lump sum amount, in cash, equal to the difference between (1) a pro rata portion to the Date of Termination of any annual bonus award to the Executive for the uncompleted fiscal year, calculated by multiplying the applicable bonus, if any, that the Executive would have earned for that fiscal year based on the Company’s achievement of any applicable financial goals or of any personal performance goals established for the Executive by a fraction the numerator of which is the number of days the Executive was employed during such fiscal year in and the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) denominator of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule which is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date365, and (2) the amount of any annual bonus award the Company has already paid to the Executive for the uncompleted fiscal year. If the Executive terminates his employment without Good Reason before the end of the second quarter of a fiscal year in which such termination occurs shall be pro-rated based on or the number of full calendar weeks during Company terminates the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had EmployeeExecutive’s employment not terminated, and shall be paid at for Cause before the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date end of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall the Executive will not be binding on the parties. Any such entitled to receive any bonus shall be paid in the calendar year for that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year.

Bonus. Should Company meet or exceed the salesSubject to Section 17 below, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible to receive a an annual bonus for such fiscal each year in ending during the amount term of this Agreement as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will shall be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors of Employer (the “Board”). Notwithstanding the immediately preceding sentence and subject to Section 17 below, the annual bonus for any given year shall not be less than the average annual bonus paid to Executive, by Employer or its predecessor entity, in respect of the three (3) calendar years immediately preceding the year of such bonus (the “Guaranteed Bonus”). The Guaranteed Bonus shall not be considered to be a bonus or incentive compensation arrangement for purposes of Section 111(b) of the Emergency Economic Stabilization Act of 2008 (“EESA”). Any portion of the bonus provided in this Section 3(b) permitted by Section 17 that exceeds the Guaranteed Bonus shall be the “Incentive Bonus.” The Incentive Bonus shall not be based upon performance criteria that would encourage Executive to take any duly authorized committee thereofunnecessary and excessive risks that threaten the value of Employer, and unless (to Employer expressly discourages Executive from taking such risks. Notwithstanding the extent consistent with Section 409A of the Code) a different payout schedule foregoing, during any period that Employer is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant subject to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), 111(b) of EESA: (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until event Employer (or the payment dateCompensation Committee of the Company) determines, in its sole discretion, that Executive has taken any unnecessary and excessive risks, Employer may reduce all or any portion of the Incentive Bonus to which Executive has obtained a legally binding right pursuant to this Section 3(b); and (2) in the bonus for event Employer (or the fiscal year Compensation Committee of the Company) determines, in which such termination occurs shall be pro-rated its sole discretion, that Executive has been paid or has obtained a legally binding right to an Incentive Bonus pursuant to this Section 3(b) that is based on materially inaccurate financial statements and any other materially inaccurate performance metric criteria, Executive must pay Employer an amount equal to such Incentive Bonus immediately after Executive receives notice of such misstatement (or forfeit receipt of such Incentive Bonus if the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the Incentive Bonus has not been paid). Any bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and payable under this Section 3(b) shall be paid at on or before March 15 of the time and in year following the form such bonus would have been paid had Employee’s employment continued; provided, however, in year for which the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearpayable.

Bonus. Should In addition to the Base Salary in Section 2(a), for each annual period based on each fiscal year of the Company during the Employment Period (as defined in Section 4) (each such annual period being referred to as a "Bonus Period"), Executive shall be entitled to a bonus equal to a percentage of Executive's Base Salary paid during each such one (1) year period (referred to herein as the "Bonus"); provided, however, Executive shall be entitled to the Bonus only if Executive has met the performance criteria set by the Compensation Committee for the applicable period. In the event that the Employment Period ends before the end of the Bonus Period, Executive shall be entitled to a prorata portion of the Bonus for that year (based on the number of days in which he was employed during the year divided by 365) as determined based on satisfaction of the performance criteria for that period on a prorata basis, unless Executive was terminated for Cause (as defined in Section 6(d)) in which event he shall not be entitled to any Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive's Bonus to be earned for each Bonus Period shall be set on or before the beginning of the applicable Bonus Period in the form of a Target Bonus award expressed as a percentage of the then current base salary. The Target Bonus will be determined from competitive data and reviewed and approved by the Committee and will be in force for the duration of the Agreement. Each year prior the performance period, the Executive shall have the opportunity to meet or exceed with and discuss the sales, profits and other objectives general award criteria with the Compensation Committee prior to the finalization of such criteria. If Executive successfully meets the performance criteria established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such exact bonus payment will be payable in determined based upon performance against the award criteria expressed as a single, lump sum payment in percent of the calendar year that contains Target Bonus. Employer shall pay Executive the April 30th immediately following such fiscal year, but no later than April 30th of such year. In earned Bonus amount within the event of termination of this Agreement because of Employee’s death or disability earlier of: (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1i) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty days (30) days from the submission of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their preliminary audit report with respect thereto results for the applicable end of the fiscal year; (ii) ninety days (90) days after the end of the Bonus Period or, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year(iii) thirty days (30) his Employment Period, but no later than April 30th of such yearas applicable.

Bonus. Should In addition to the Base Salary, the Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive may pay you a bonus for such fiscal year in the amount manner described below (the “Bonus”). During any Plan Year (as determined by the Compensation Committee; provided howeverdefined below), you may be awarded an annual Bonus, the target bonus opportunity established of which is set for Employee in any given fiscal year will be set by the Compensation Committee your position at not less than fifty percent (50%) of Employeeyour Base Salary, one-half of which shall be based on the Company’s earned annual base pay for performance during such fiscal yearPlan Year and one-half of which shall be based on your performance during such Plan Year. Any bonus payable to Employee These individual performance objectives will be payable agreed upon in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but writing no later than April 30th forty-five (45) days after the start of such yearyour employment or beginning of the Plan Year whatever the case may be. In the event a Plan Year consists of termination less than or more than twelve (12) months, the Base Salary shall be pro rated for purposes of this Agreement because determining the amount of Employee’s death or disability each Bonus. With respect to each Plan Year, the Board shall determine, in its discretion, whether a Bonus shall be paid and the amount of such Bonus. If the Company terminates your employment during any Plan Year for any reason other than Cause (as defined by Section 4.1(b)below), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to if you terminate this Agreement for a Good Reason under Section 4.1(d)(as defined below) or if your employment is terminated for Disability (as defined below) or death, you (1or your estate) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at entitled to receive a pro rated portion of the time and in the form Bonus, if any, earned during such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated Plan Year based on the number of full calendar weeks days you were employed by the Company during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to Plan Year. If you terminate this Agreement for Good Reason under in accordance with Section 4.1(d3(a)(iii)(A) and such termination is hereof, you shall be entitled to receive a Bonus only if you are employed by the Company on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall Bonus is scheduled to be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonusSubject to Section 4, the Company shall pay each Bonus, if any, shall be payable after Company’s accountants have determined as soon as administratively possible following the sales and profits and have issued their audit report with respect thereto for end of the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal yearPlan Year just then ended, but in any event no later than April 30th forty-five (45) days after the end of such yearPlan Year. For purposes of this Agreement, the “Plan Year” is the twelve (12) month period beginning January through and including December. Your initial Plan Year hereunder shall begin on January 1, 2010.

Bonus. Should Company meet or exceed During the salesTerm, profits and other objectives established by Executive shall have an opportunity to earn a performance-based cash bonus (“Annual Bonus”) for each full fiscal year (and, if applicable, any Stub Period (as defined below)) beginning during the Compensation Committee Term targeted at 100% of Executive’s Base Salary payable for any fiscal year, Employee shall be eligible to receive a bonus for each such fiscal year in the or Stub Period, as applicable. The aggregate amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in of any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus Annual Bonus actually payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed Executive hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined by the sales Board in its reasonable discretion as soon as practicable following the conclusion of the fiscal year or Stub Period in question based on the achievement of pre-established performance conditions, and profits and have issued their audit report with respect thereto for shall be paid no later than the 15th day of the third month following the end of the applicable fiscal yearyear or Stub Period, which determination as applicable (whether or not such payment date occurs during the Term). With respect to each Annual Bonus period, the Board shall communicate the applicable pre-established performance conditions to Executive in writing promptly after such performance conditions are established. In the event the Company’s first full fiscal year after the Commencement Date concludes between 12 and 14 months after the Commencement Date, then the Annual Bonus with respect to the Company’s first full fiscal year during the Term shall cover the entire period from the Commencement Date through the end of the first full fiscal year and be targeted at 100% of Executive’s Base Salary for that 12 to 14 month period. In the event the Company’s first full fiscal year after the Commencement Date concludes more than 14 months after the Commencement Date, then the Annual Bonus with respect to the initial period beginning on the Commencement Date and ending on the first day of the first full fiscal year during the Term (the “First Stub Period”) shall be binding established by the Board, in its reasonable discretion, at a targeted level of no less than 100% of Executive’s Base Salary for the First Stub Period. For the avoidance of doubt, in the event that a fiscal year of the Company begins before, but ends after, the Automatic Expiration Date, Executive shall have an opportunity to earn an Annual Bonus for all of such fiscal year as provided above and the target amount of such Annual Bonus shall not be reduced to reflect that such fiscal year ends after the Automatic Expiration Date (the portion of such fiscal year ending on the parties. Any such bonus shall be paid in Automatic Expiration Date, the calendar year that contains “Second Stub Period” and, together with the April 30 immediately following such fiscal yearFirst Stub Period, but no later than April 30th of such yearthe “Stub Periods”).

Bonus. Should The Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible pay Executive an annual bonus in an amount equal to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty five percent (505%) of Employee’s earned annual base the pre-tax income or net cash-flow, whichever is greater, of the Company and its subsidiaries on a consolidated basis (determined in accordance with generally accepted accounting principals, after all deductions, including depreciation, but not including any federal, state or local income tax obligations. The Company shall pay such bonus to Executive within ten (10) days after the date the Company receives its audited financial statements from its accountants for the fiscal year with respect to which the bonus is to be paid, or if audited financial statements are not prepared for such fiscal year, within ninety (90) days of the expiration of such calendar year. Any bonus payable to Employee will Such Bonus amount shall not be payable in cashless than twenty- percent (20%) of the Executive's annual compensation. The executive, stock or stock optionsat his sole discretion, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereofcan wave, and unless (lower the bonus amount based upon the company's financial position. Once waved or lowered, the executive would have no rights to accrue the amounts waved or lowered for future payment. Payments otherwise due the Executive pursuant to the extent consistent with Section 409A of Company's bonus plan will not be made if the Code) a different payout schedule Executive's employment is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause terminated pursuant to Section 4.1(c), or 6(c) hereof prior to the Company's fiscal year-end. If the Executive's employment is terminated for any reason other than pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d)6(c) hereof, (1) any the Executive shall receive his bonus for the fiscal year preceding the fiscal year prorated in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on accordance with the number of full calendar weeks during days in the applicable Company's fiscal year during which Employee was employed hereunder, based on he is employed. If the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s Executive's employment not is terminated, and for any reason other than cause, as described in 6(c), on or after the Company's fiscal year-end, but before actual payment of the Company's year-end bonus in September, the Executive shall be paid at the time and in the form such entitled to his bonus would have been paid had Employee’s employment continued; providedpayment Absent written consent, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of after a Change in Control of the Company (as defined below), no action or during inaction by the Executive within ninety (90) days following the occurrence of the events described in 6(d)(A)(i), 6(d)(A)(ii) or 6(d)(A)(iii) hereof shall be deemed consent to such events; (b ) a period failure by the Company to comply with any material provision of twenty-four this Agreement which has not been cured within ten (2410) months days after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such previous year.

Bonus. Should For all bonus plans in which Xxxxxxx is participating as of the Termination Date, the Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible pay to receive Xxxxxxx a lump sum bonus for such fiscal year payout. This payout shall consist of a payment in the amount calculated by the formula [(x + y) * z] where (x) is Xxxxxxx'x base salary earned in the year from January 1 to the Termination Date, (y) is the amount which is two times Xxxxxxx'x annual base salary in effect at the time of Termination, and (z) is the percentage which under each plan is the highest percentage of base salary that Xxxxxxx was paid during any one of the five years immediately preceding the year in which the Termination Date occurred, but which shall not be greater than the maximum percentage of base salary that Xxxxxxx was eligible to earn during the year in which the Termination Date occurred assuming all targets were met in full, whether or not said targets actually were met. The payments provided for under this Paragraph 10.E.(ii) will be paid within thirty days following the Termination Date in cash or in such other form as bonus amounts generally are paid to eligible employees, or in a combination thereof, as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in whose determination and valuation of any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs non-cash compensation shall be paid at the time final and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminatedbinding, and shall be paid at the time and in the form such considered to be full compensation for all amounts due to Xxxxxxx for bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year plans in which such termination occurs he was participating as of the Termination Date, and he shall not be prorated based on the number entitled to any further payments under any of full calendar weeks said plans during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b))Severance Period or thereafter. Notwithstanding anything herein the above, any bonus due to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates Xxxxxxx for years (or any other reason applicable bonus period) completed prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus Termination Date but not yet paid shall be paid in addition to the calendar year bonus described herein. If such bonus for prior years is in the form of restricted stock, such bonus will be considered earned to the extent that contains applicable vesting targets have been met as of the April 30 immediately following Termination Date, whether the confirmation that the targets have been met occurs before or after the Termination Date. If such fiscal yeartargets have been met but the stock has not yet been distributed, but Xxxxxxx will be entitled to receive the stock, or, at the option of the Company, the cash equivalent thereof, no later than April 30th of the date the stock was due to be distributed had the termination not occurred. Any such yearstock for which targets have not been met will be forfeited.

Bonus. Should Company meet or exceed In addition to the salesBase Salary, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall Executive will be eligible to receive (i) a performance bonus for such fiscal year in respect of each Fiscal Year the amount as determined Executive is employed by the Compensation Committee; provided however, Company during the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty Term of up to one hundred percent (50100%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable the Base Salary in cash, stock or stock options, or combination thereof, all as determined by effect on the Board last day of Directors or any duly authorized committee thereof, and unless the Fiscal Year plus (ii) one hundred percent (100%) of the dollar value of the quarterly Common Stock grants made to the extent consistent with Section 409A of Executive during the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause Fiscal Year pursuant to Section 4.1(c)4.2 of the Agreement, or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated determined based on the number closing stock price of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on Common Stock of the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event Company as of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period the grants. The award of twenty-four (24) months after a Change in Control, Employeeeach year’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such performance bonus, if any, shall be payable after Company’s accountants have determined based upon the sales following performance criteria: (a) seventy-five percent (75%) based on the compensation committee's objective evaluation of revenue growth, successful integration of acquisitions, EBITDA growth and profits and have issued their audit report with respect thereto for the applicable fiscal yearmargin improvement, which shall be provided to the Executive in writing at the beginning of each Fiscal Year (and no later than January 31 of each Fiscal Year), and (b) twenty-five percent (25%) based on the compensation committee's subjective evaluation of the Executive’s performance. Such determination shall be binding made after consultation with the Executive within sixty (60) days following the end of each Fiscal Year during the Term commencing with the Fiscal Year ended December 31, 2012. For the Fiscal Year 2012, the criteria set forth above shall be evaluated commencing on the partiesEffective Date. Any The Executive must be employed by the Company through December 31 of the applicable Fiscal Year in order to receive a bonus with respect to such Fiscal Year. Subject to Section 10 hereof, the Company shall pay any performance bonus payable hereunder within seventy-four (74) days following the end of the applicable Fiscal Year; provided, however, to the extent any portion of the bonus (the "Excess Bonus"), is not deductible by the Company pursuant to Section 162(m) of the Code, then such Excess Bonus shall not be paid to the Executive until the first day of the month following the date of Executive's termination of employment with the Company. The full performance bonus that may be awarded pursuant to this Section 4.2, as it may be increased from time to time in the discretion of the Board, shall be referred to herein as the “Bonus.” The Bonus will be paid in cash. In the event that as of the result of any Indenture effective as of the payment date of the Bonus, the Bonus cannot be paid in its entirety in the form of cash, the portion of the Bonus that cannot be paid in cash shall be paid in the calendar year form of Common Stock. If such portion of the Bonus cannot be paid in the form of Common Stock because of the lack of available shares under the Company’s equity plans that contains have received Stockholder Approval, the April 30 immediately following Company shall use its best efforts to pay to the Executive such fiscal yearportion of the Bonus in a form permissible under the Indenture. Notwithstanding the foregoing, but in no later than April 30th event shall the foregoing provisions relieve the Company of such yearits obligation to pay to the Executive the full Bonus provided under Section 4.3.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, however the target potential bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at such that, if Company exceeds its objectives, Company will pay Employee not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th 30 immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, hereunder and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year.

Bonus. Should Company meet or exceed For fiscal year 2007, in addition to the salesBase Salary, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible to receive a earn an annual target cash bonus of up to 105% of the Base Salary based upon criteria agreed to by the CEO of the Company and the Executive as of the date hereof, which bonus shall be pro-rated for such fiscal year in 2007 based upon the percentage of fiscal year 2007 that the Executive shall have been employed by the Company following the Effective Date pursuant hereto, and the amount of such bonus as determined so pro-rated shall be payable by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (Company to the extent consistent with Section 409A Executive within a reasonable time following the end of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability Outside Payment Date (as defined by Section 4.1(bbelow). During the Term, in addition to the Base Salary, for each fiscal year (after fiscal year 2007) of the Company ending during the Term, the Executive shall be eligible to earn an annual target cash bonus of 35% (after meeting threshold performance criteria), termination by Company without Cause pursuant 70% (after meeting target performance criteria) and up to Section 4.1(c), or pursuant to Employee105% (after meeting maximum performance criteria) of the Executive’s right to terminate this Agreement for Good Reason under Section 4.1(d), Base Salary (1the “Target Bonus Amount”) any bonus for the payable during such fiscal year preceding based upon criteria to be reasonably established not later than the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within first thirty (30) days of such termination that fiscal year by the CEO in consultation with Executive (subject to any delay in payout required under Section 4.2(bthe “Annual Bonus”)). Notwithstanding anything herein to the contrary, no which bonus shall be payable hereunder in pursuant to the event that Employee’s employment terminates OIP. The Annual Bonus actually earned for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, fiscal year shall be payable determined by the CEO of the Company in good faith and paid to Executive within a reasonable time after the end of the fiscal year, but in no event later than thirty (30) days (the “Outside Payment Date”) following completion of the Company’s accountants have determined the sales and profits and have issued their financial statement audit report with respect thereto for the applicable fiscal year, which determination the Company shall be binding on endeavor in good faith to complete within three months of the partieslast day of the applicable fiscal year. Any such Notwithstanding the foregoing, if the Outside Payment Date is later than 120 days after the end of the fiscal year, the Company will pay the portion of Executive’s bonus that the CEO is able to determine that Executive is entitled to (if any) no later than the 120 days after the end of the fiscal year and the remaining portion, if any, of Executive’s Annual Bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearthe Outside Payment Date.

Bonus. Should Company meet or exceed In addition to the salesBase Salary, profits and other objectives established the Executive shall participate in the Company’s current bonus plan for senior corporate officers (the “Bonus Plan”), as approved by the Compensation Committee for any fiscal of the Board of Directors in each calendar year during the term of this Agreement. The Executive’s target bonus is seventy-five percent (75%) of the Base Salary (the “Target Bonus”) and is contingent on the Executive meeting certain performance criteria and the Company achieving certain year-end financial criteria, and up to one hundred fifty percent (150%) of the Base Salary (the “Maximum Bonus”) if the Employee exceeds certain performance criteria and the Company exceeds certain year-end financial criteria all as determined in the reasonable discretion of the Board of Directors and its Compensation Committee. The Executive shall be eligible entitled to receive a bonus for such fiscal year increases in the amount “Target Bonus” and the “Maximum Bonus” during the term hereof as shall be determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set and approved by the Compensation Committee at not of the Board of Directors in its sole discretion, taking account of the performance of the Company and the Executive, and other factors generally considered relevant to the salaries of executives holding similar positions with enterprises comparable to the Company. The bonus shall be payable upon or within a reasonable period of time after the receipt of the Company’s audited financial statements for the applicable calendar year in accordance with the Company’s normal practices. In the event that the Executive is employed for less than fifty percent the full calendar year in the year that his employment under this Agreement terminates (50%) of Employee’s earned annual base pay for such fiscal year. Any “Termination Year”), the bonus payable to Employee will the Executive shall be payable in cash, stock or stock options, or combination thereofsubject to Sections 6 and 7 of this Agreement and calculated based on the Executive meeting certain performance criteria and the Company achieving certain year-end financial criteria, all as determined by the Compensation Committee of the Board of Directors or any duly authorized committee thereofDirectors, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such in its sole discretion. Such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on for the number portion of full calendar weeks during the applicable fiscal year Termination Year during which Employee the Executive was employed hereunder, based on by the bonus amount that Employee would have earned based on actual performance for Company. With respect to the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject Termination Year, any bonus payable pursuant to any delay in payout required under this Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus 3.2 shall be payable hereunder in to the event that Employee’s employment terminates for any other reason prior to Executive on the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be payment would otherwise have been paid in to the calendar year that contains Executive as if the April 30 immediately following such fiscal year, but no later than April 30th of such yearTermination Date (as defined herein) had not occurred.

Bonus. Should In addition to the amounts to be paid to the Executive pursuant to Section 3.1, if the Company meet achieves 100% or exceed more of the salesCompany’s target objectives for a fiscal year of the Company, profits such target objectives which are recommended by the Executive and other objectives established approved by the Compensation Committee for any fiscal of the Board (the “Compensation Committee”) not later than March 31 of such year, Employee the Executive shall be eligible receive an annual bonus (an “Annual Bonus”) equal to receive a bonus for the product of (i) the Executive’s Base Salary at the rate in effect at the beginning of such fiscal year and (ii) 100%. Should the Company achieve objectives in the amount as determined a fiscal year which are recommended by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set Executive and approved by the Compensation Committee at not less later than fifty percent March 31 to be significantly beyond expectations for the Company’s performance for such year, the 100% multiplier set forth in clause (50%ii) of Employee’s earned annual base pay the preceding sentence shall be increased up to a maximum of two (2) times the foregoing multiplier. Upon recommendation by the Executive and approval by the Compensation Committee not later than March 31 of the year to which it relates, a formula will be established to provide for such fiscal yearrecognition of threshold objectives below the target and for pro rata awards between the threshold award opportunity and the maximum award opportunity. Any bonus payable to Employee will Annual Bonus earned hereunder shall be payable in cash, stock or stock options, or combination thereof, all as determined by not later than two and one-half months following the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A end of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable fiscal year to which it relates. Except in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of a termination of this Agreement because of Employeethe Executive’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause employment pursuant to Section 4.1(c)4.4, or pursuant to Employeein the event that the Executive’s right to employment shall terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for other than on a date which is the last day of a fiscal year preceding of the Company, the Executive’s Annual Bonus with respect to the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs terminates shall be prorated based on at target for the actual number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that EmployeeExecutive’s employment terminates for any other reason prior to by the date on which any bonus is actually paid. Such bonusCompany during such fiscal year, and such Annual Bonus, if any, shall be payable after Company’s accountants have determined on the sales and profits and have issued their audit report with respect thereto for date that executive bonuses are paid generally, whether or not the applicable fiscal year, which determination Executive remains employed on such date. The Executive shall be binding on entitled to no Annual Bonus in respect of the parties. Any year 2006 or the fiscal year of the Company in which his Employment terminates if such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yeartermination is pursuant to Section 4.4.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, however the target potential bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at such that, if Company exceeds its objectives, Company will pay Employee not less than fifty forty percent (5040%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, year but no later than April 30th of such following year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, hereunder and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Notwithstanding anything herein to the contrary, Employee shall be entitled to receive a bonus for the 2014 fiscal year in such amount as determined by the Compensation Committee but not less than forty percent (40%) of Employee’s bonus eligible earnings for such fiscal year. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains following the April 30 immediately following such applicable fiscal year, year but no later than April 30th of such following year.

Bonus. Should Company meet or exceed The primary focus of Vxxxxxxxxx’x employment is to provide the salestechnical direction for the Company, profits to manage the timely development of new product, and other objectives established to support the increase of the Payment Products revenue with professional services support. As an incentive to achieving these objectives, a cash bonus, paid quarterly, equal to three and one-half percent (3.5%) of the revenue increase, if any, determined by comparing the Compensation Committee Top-line Revenues for the prior fiscal year’s quarter against the Top-line Revenues for the current fiscal quarter (“Revenue Growth Bonus”) shall be paid to Vxxxxxxxxx within thirty (30) days of the Company’s fiscal quarter’s end. In the event that the Company’s cash position at the end of any fiscal yearquarter is such that the Company, Employee shall be eligible in good faith, determines that it will not have sufficient cash to fund its business operations for the next three successive fiscal quarters, then, in lieu of an all cash Revenue Growth Bonus, Vxxxxxxxxx will, at his option, receive a bonus for such fiscal year in the amount Revenue Growth Bonus payable as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee follows: (i) cash in any given fiscal year will be set by the Compensation Committee at portion Vxxxxxxxxx chooses, up to but not less than exceeding fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will the Revenue Growth Bonus amount, and (ii) the remaining balance of the Revenue Growth Bonus shall be payable in cashshares of restricted common stock equal to one hundred ten percent (110%) of the non-cash balance of the Revenue Growth Bonus granted at the date of the current 10-q or 10-k filing. If the cash payment is not made, stock or stock optionsit will be accrued at a 10% interest rate. For the purpose of this Agreement, or combination thereof, “Top-line Revenues” shall mean all as determined revenues recognized by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding Payment Products Division during the fiscal year in which such termination occurs shall be paid at the time accordance with generally accepted accounting principles (GAAP) and as reported in the form such bonus would have been Company’s SEC Forms 10-q and 10-k. In the event Vxxxxxxxxx is paid had Employee’s employment continued until a Revenue Growth Bonus and the payment date, and (2) the bonus Top-line Revenues for the fiscal year quarter in which question are subsequently adjusted (such termination occurs adjustment being made in accordance with GAAP and reported as an amendment to the corresponding SEC Form 10-q or 10-k as such) then, as a result: (i) if the Revenue Growth Bonus is determined to have been underpaid, any resulting increase in cumulative commissions due will be promptly paid on the next succeeding payroll processing date; conversely, (ii) if the Revenue Growth Bonus is determined to have been overpaid (either by accounting adjustment or negative Top-line Revenues for the subsequent fiscal quarter) any Revenue Growth Bonus previously paid and determined (in accordance with GAAP) to have been overpaid, shall be pro-rated based on the number of full calendar weeks offset against any subsequent Revenue Growth Bonus earned during the applicable fiscal year during which Employee was employed hereunder, based on Term of this Agreement. In no case will the bonus amount that Employee would have earned based on actual performance exceed three and one-half percent (3.5%) of the increase of the Top-line Revenue for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of year. Upon termination of this Agreement because of Employee’s termination by Company without Cause pursuant Agreement, any offset to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs be made against future Revenue Growth Bonuses shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yeardeemed non-recoverable.

Bonus. Should Company meet or exceed On each anniversary of the sales, profits and other objectives established by the Compensation Committee for any fiscal yearEffective Date, Employee shall receive a guaranteed bonus of 25% of her base salary and shall be eligible to receive a an additional discretionary bonus for of 25% of her base salary, such fiscal discretionary bonus to be awarded by Employer’s Chief Executive Officer and/or Board of Directors principally based on Employee’s performance during the year in preceding the amount as determined eligibility date; provided, however, that before any such discretionary bonus is paid to Employee, it must be approved by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) compensation committee of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereofthe independent members of the Board of Directors, as appropriate at such time, in accordance with applicable law. Bonuses provided for in section titled “Bonus” shall not be owing and unless (payable to Employee if Employee’s employment is terminated prior to the extent consistent with Section 409A anniversary date of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination Effective Date of this Agreement pursuant to the sections titled “Termination,” “Termination Because of Death,” and/or “Termination Because of Disability.” Employee has notified Employer that she would have received a $50,000 bonus from her current employer (“Xxxxx Xxxxx Employment”) in the third quarter of 2004 and that, because of Employee’s death expected termination of the Xxxxx Xxxxx Employment due to her entry into this Agreement, Employee may not receive such bonus. As a result, Employer agrees to pay Employee $50,000, on a one-time basis only, on the first anniversary of the Effective Date, if, as of such date, Employee has not received any or disability (as defined by Section 4.1(b)), termination by Company without Cause all of the $50,000 bonus earned through the Xxxxx Xxxxx Employment and this Agreement has not been terminated pursuant to Section 4.1(c)the sections titled “Termination,” “Termination Because of Death,” and/or “Termination Because of Disability.” If Employee receives any portion of the $50,000 owing from the Xxxxx Xxxxx Employment, the amount owing to Employee by Employer under this paragraph shall be reduced by such amount. Employer’s agreement to make this one-time payment of up to $50,000 is contingent upon Employee’s personal attorney tendering a demand letter to Xxxxx Xxxxx in a form mutually agreeable to the parties hereto, and thereafter engaging in negotiations to the extent such attorney reasonably believes would be productive in order to try to secure payment of the $50,000 bonus, or portion thereof, owing from Xxxxx Xxxxx, taking into account the cost-effectiveness of such efforts. If Employee recovers payment of any or all of the $50,000 owing from Xxxxx Xxxxx after receiving payment of $50,000 from Employer pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d)paragraph, (1) any bonus Employee shall promptly reimburse Employer for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee amount equal to what was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearreceived from Xxxxx Xxxxx.

Bonus. Should For all bonus plans in which Xxxxx is participating as of the Termination Date, the Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible pay to receive Xxxxx a lump sum bonus for such fiscal year payout. This payout shall consist of a payment in the amount calculated by the formula [(x + y) * z] where (x) is Xxxxx’x base salary earned in the year from January 1 to the Termination Date, (y) is the amount which is two times Xxxxx’x annual base salary in effect at the time of Termination, and (z) is the percentage which under each plan is the highest percentage of base salary that Xxxxx was paid during any one of the five years immediately preceding the year in which the Termination Date occurred, but which shall not be greater than the maximum percentage of base salary that Xxxxx was eligible to earn during the year in which the Termination Date occurred assuming all targets were met in full, whether or not said targets actually were met. The payments provided for under this Paragraph 10.E.(ii) will be paid within thirty days following the Termination Date in cash or in such other form as bonus amounts generally are paid to eligible employees, or in a combination thereof, as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in whose determination and valuation of any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs non-cash compensation shall be paid at the time final and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminatedbinding, and shall be paid at the time and in the form such considered to be full compensation for all amounts due to Xxxxx for bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year plans in which such termination occurs he was participating as of the Termination Date, and he shall not be prorated based on the number entitled to any further payments under any of full calendar weeks said plans during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b))Severance Period or thereafter. Notwithstanding anything herein the above, any bonus due to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates Xxxxx for years (or any other reason applicable bonus period) completed prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus Termination Date but not yet paid shall be paid in addition to the calendar year bonus described herein. If such bonus for prior years is in the form of restricted stock, such bonus will be considered earned to the extent that contains applicable vesting targets have been met as of the April 30 immediately following Termination Date, whether the confirmation that the targets have been met occurs before or after the Termination Date. If such fiscal yeartargets have been met but the stock has not yet been distributed, but Xxxxx will be entitled to receive the stock, or, at the option of the Company, the cash equivalent thereof, no later than April 30th of the date the stock was due to be distributed had the termination not occurred. Any such yearstock for which targets have not been met will be forfeited.

Bonus. Should In the event both the Company meet or exceed and the salesExecutive each respectively achieve certain financial performance and personal performance targets, profits and other objectives as established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors of the Company pursuant to a cash compensation incentive plan or any duly authorized committee thereofsimilar plan established by the Company, and unless (the Company shall pay to the extent consistent with Section 409A Executive a cash bonus pursuant to the terms of the Code) a different payout schedule is applicable for all executive employees of Company, any such plan. This bonus payment will shall be payable in to the Executive within ten (10) days following the confirmation by the Board of Directors that such targets have been met under the applicable plan for the relevant fiscal year. Notwithstanding the foregoing, the Company shall pay to the Executive a singleminimum bonus of $68,750 (the "Guaranteed Bonus Compensation") with respect to the Company's 2001 fiscal year, lump sum payment in regardless of whether the calendar year that contains the April 30th immediately following performance targets described above have been met with respect to such fiscal year. The Guaranteed Bonus Compensation shall be payable to the Executive within ten (10) days following the confirmation by the Board of Directors that such targets have not been met under the applicable plan for the 2001 fiscal year, but and in no later than April 30th event shall the Guaranteed Bonus Compensation be paid with respect to any subsequent fiscal year regardless of whether the performance targets for such subsequent years have been met or have not been met. If each of the performance targets described above are met for the 2001 fiscal year. In , then the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause shall pay to the Executive only the cash bonus due to the Executive pursuant to Section 4.1(c)the applicable plan and the Guaranteed Bonus Compensation shall not be paid in addition thereto. The Board of Directors of the Company, or pursuant such committee or subcommittee to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d)which compensation review has been delegated, (1) may review and revise the terms of the cash compensation incentive plan or similar plan referenced above at any bonus for time, after taking into consideration both the fiscal year preceding performance of the fiscal year in which such termination occurs shall be paid at Company and the time and in personal performance of the form such bonus would have been paid had Employee’s employment continued until the payment dateExecutive, among other factors, and (2) may, in their sole discretion, amend the bonus for the fiscal year cash compensation incentive plan or similar plan in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continuedany manner it may deem appropriate; provided, however, that any such amendment to the plan shall not affect (i) the Executive's right to participate in such amended plan or plans, and (ii) the Executive's right to receive the Guaranteed Bonus Compensation only in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein performance targets are not met with respect to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable 2001 fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year.

Bonus. Should Company meet or exceed In addition to the salesBase Salary described in paragraph 4.1 of this Agreement, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible to receive a for an annual cash bonus for such each fiscal year during the Term on the same basis as other executive officers under the Company’s then current annual incentive plan which shall be payable in accordance with the amount as determined by the Compensation Committeeterms of such plan; provided however, that the target Executive’s annual bonus opportunity established for Employee in any given fiscal year will payable at achievement of “target” levels shall be set by the Compensation Committee at not less than one hundred fifty percent (50150%) of EmployeeBase Salary and the Executive’s earned annual base pay for such bonus opportunity payable at achievement of “maximum” levels shall be three hundred percent (300%) of Base Salary, it being understood that the actual amount payable and the performance metrics, weighting, and thresholds applicable to the Executive shall be determined in accordance with the Company’s then current annual incentive plan. Subject to the final sentence of this Section 4.2, the performance metrics, weighting and thresholds applicable to the Executive’s 2013 fiscal year. Any year bonus payable to Employee will opportunity shall be payable in cashthe metrics, stock or stock options, or combination thereof, all as weighting and thresholds previously determined by the Board of Directors or any duly authorized committee thereofthe Compensation Committee and disclosed in the Company’s proxy statement for the 2013 annual meeting of stockholders. For each subsequent fiscal year, the performance metrics, weighting and thresholds for each annual bonus opportunity shall be determined by the Company’s Board of Directors or Compensation Committee in good faith following consultation with the Executive. The Executive’s annual bonus for the 2013 fiscal year shall be prorated to an amount equal to the product of (a) the actual amount payable to the Executive under the Company’s then current annual incentive plan in respect of the 2013 fiscal year, determined as if the Executive had been employed for the entire fiscal year, and unless (b) a fraction, the numerator of which is the number of days in fiscal year 2013 which include and follow the Effective Date and the denominator of which is 365; provided the Executive’s annual bonus for the 2013 fiscal year shall be no less than Eight Hundred Thousand Dollars ($800,000.00). The Executive’s annual bonus for each year shall be paid no later than March 15 of the year following the year to which it relates. Notwithstanding any provision of this Agreement or the Company’s then current annual incentive plan to the extent consistent with Section 409A contrary, except in the event of a termination of the Code) Executive’s employment for Cause pursuant to Section 6.1.3 or a different payout schedule is resignation by the Executive without Good Reason pursuant to Section 6.2, if the Executive’s employment terminates after the end of an applicable fiscal year but before the payment of the annual bonus for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death Executive (or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, howeverhis estate, in the event case of termination his death) shall remain entitled to receive the full amount of this Agreement because the annual bonus that has been earned in accordance with the terms of Employee’s termination by the then current annual incentive plan, as if he had remained in employment with the Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on through the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearpayment.

Bonus. Should Company meet or exceed During each fiscal year during the salesEmployment Period, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible to receive a participate in Employer’s bonus for such fiscal year in the amount plan as determined established by the Compensation Committee; provided however, the target bonus opportunity established Committee and in effect from time to time for Employee in any given fiscal year its senior executives and will be set by the Compensation Committee at not less than fifty percent eligible to earn one or more performance bonus(es) under such plan (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cashcollectively, stock or stock optionsa “Bonus”), or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of earned based on performance against objective, reasonably attainable performance criteria established by the Code) a different payout schedule is applicable Committee. The performance criteria for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in particular performance period during the calendar fiscal year that contains (which may include the April 30th immediately following such full fiscal year) shall be determined in good faith by the Committee, but after consultation with Executive, no later than April 30th ninety (90) days after the commencement of such performance period (or such corresponding lesser period of time to the extent the performance period is not a full fiscal year). In the event of termination of this Agreement because of EmployeeExecutive’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement target Bonus opportunity for Good Reason under Section 4.1(d), (1) any bonus for the each fiscal year preceding the commencing with fiscal year in which such termination occurs 2020 shall be paid at equal 150% of Executive’s Base Salary (the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2“Target Bonus”) the bonus if target levels of performance for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year are achieved, provided that Executive’s actual Bonus hereunder in respect of any 12 month period beginning as of the first day of the 2020 fiscal year may not exceed 300% of Executive’s Base Salary. Executive’s Bonus payment for each performance period during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, (which may include the full fiscal year) shall be determined by the Committee after the end of the applicable performance period and shall be paid to Executive when bonuses for such performance period are paid to Employer’s other senior executives generally, but in any event within seventy-five (75) days following the end of such performance period, provided that Executive remains employed through and including the applicable payment date, unless otherwise expressly provided for herein. In carrying out its functions under this Section 1.5, the Committee shall at the time all times act reasonably and in the form such bonus would have been paid had Employee’s employment continued; providedgood faith.” Avaya – Restricted, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) Proprietary and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year.Confidential

Bonus. Should Company meet In addition to the Base Salary, for each fiscal year of Acadia that begins or exceed ends during the salesEmployment Period, profits Executive shall be eligible to earn a target annual cash bonus of 100% of Executive’s Base Salary (the “Target Bonus”) in accordance with the Company’s annual bonus plan applicable to senior executives which currently provides a range of 0% for performance below threshold performance, 50% of Base Salary at threshold performance, and other objectives established up to a maximum cash bonus determined in accordance with the Company’s annual bonus plan for senior executives (which for Executive shall be 200% of Base Salary), if and only if Executive, Acadia and the Subsidiaries achieve the performance criteria specified by the Board and the Compensation Committee for any fiscal such year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board and the Compensation Committee in its sole discretion. The performance criteria for any particular year shall be set by the Board and the Compensation Committee no later than ninety (90) days after the commencement of Directors or any duly authorized committee thereofthe relevant year; provided that, with respect to Executive’s annual bonus for 2022, the performance criteria will be based (i) 40% on EBITDA, (ii) 40% on EPS and unless (iii) subject to the extent consistent with Section 409A achievement of EBITDA and EPS goals at or in excess of target levels, 20% on such other goals as shall be established by the Code) a different payout schedule is applicable for all executive employees of CompanyBoard or the Compensation Committee. Unless otherwise agreed to by Executive, any such bonus payment will amount for any year shall be payable in a single, lump sum payment earned (if awarded) on the last day of such year and paid by the Company in the calendar year that contains following the April 30th immediately following calendar year to which such fiscal year, but bonus has been earned and no later than April 30th the earlier of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2x) the bonus date that is ten (10) business days after Acadia’s receipt of its audited financial statements for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains with respect to which such bonus has been earned and (y) December 31 of the April 30 immediately calendar year following such fiscal yearyear with respect to which such bonus has been earned; provided that, but no later than April 30th except as set forth in Section 4, Executive must be employed on the applicable payment date in order to receive payment of such yearbonus.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible to receive a bonus for such fiscal year in the amount as discretionary annual bonus, which shall be determined by the Compensation Committee; provided howeverBoard in its sole discretion (the “Bonus”) based upon Executive’s achievement of milestones, with said milestones determined by the target bonus opportunity established for Employee Board (and recorded in any given the minutes of the meeting of the Board), with input from Executive, prior to the commencement of each fiscal year will be set (the “Milestones”) , and (b) the value all other compensation received by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay Executive for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board in its sole discretion; provided however that for the initial twelve (12) months of Directors the Employment Term there will be no Milestones established (the initial set of Milestones will be determined in 2016) and Executive shall be entitled to a minimum guaranteed Bonus equal to not less than 20% of his Base Salary (“Guaranteed First Year Bonus”). The achievement of the Milestones will be determined by the Board in its reasonable discretion. The targeted amount of each Bonus is expected to be in the range of 20% to 30% of Base Salary, although the Board may determine that it is appropriate in certain instances to increase or any duly authorized committee thereof, and unless (decrease the Bonus outside of this range. If the Employment Term ends prior to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), one (1) any bonus for year anniversary of the fiscal year preceding Effective Date, the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs Guaranteed First Year Bonus shall be prorated based on upon the number of full calendar weeks during days worked versus the applicable fiscal standard twelve (12) month year. The annual Bonus for the partial year during which Employee was employed hereunder and shall be paid within thirty of 2016 (30) days the portion of such termination (subject to any delay in payout required under Section 4.2(bthe year worked following the Guaranteed First Year Bonus period)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Companyprorated based upon the number of days worked versus the standard calendar year. The Company shall have the right to condition the payment of any Bonus on Executive’s accountants have determined contemporaneous execution of a reasonable document acceptable to the sales Company pursuant to which Executive confirms, ratifies and profits agrees that his obligations under Section 5 are valid and have issued their audit report binding and are enforceable against Executive in accordance with respect thereto for the applicable fiscal year, which determination shall be binding on the partiesterms of Section 5. Any such bonus Bonus amounts shall be paid in at the calendar year that contains same time as annual bonuses are paid to the April 30 immediately following such fiscal yearCompany’s other executive officers, but no later than April 30th the end of such yearthe year following the year in which the Bonus was earned; provided however that with respect to the Guaranteed First Year Bonus, 5/12ths of the Guaranteed First Year Bonus shall be paid to the Executive in December 2015 and balance of the Guaranteed First Year Bonus shall be paid in July 2016.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, however the target potential bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at such that, if Company exceeds its objectives, Company will pay Employee not less than fifty Forty percent (5040%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, year but no later than April 30th of such following year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, hereunder and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains following the April 30 immediately following such applicable fiscal year, year but no later than April 30th of such following year.

Bonus. Should During the Term of the Executive’s employment hereunder, the Executive shall participate, in a manner consistent with the Executive’s title, position and responsibilities, in all management incentive plans made generally available to executives of the Company meet or exceed in comparable positions (together, the sales“Bonus Plans”) at a targeted bonus level, profits expressed as a percentage of the Base Salary, of (i) 65% for 2004 and other objectives (ii) 100% for fiscal years thereafter so long as approved by the Board (the “Target”). The Executive agrees that the actual award of any cash bonus pursuant to a Bonus Plan may, pursuant to the terms of such plan, be subject to the achievement of certain financial goals by the Company and/or certain personal performance goals established for the Executive with respect to any period for which a cash bonus may be paid pursuant to a Bonus Plan (in each case such goals having been established by the Compensation Committee Board or a committee thereof no later than the last day of the first month of the fiscal year) and shall be paid to the Executive after the fiscal year end following determination by the Board or a committee thereof of the Company’s achievement of any applicable financial goals or of any personal performance goals established for the Executive (but in any event not later than 120 days after the end of such fiscal year). If the Executive’s employment terminates for any reason other than a termination by the Executive without Good Reason before the end of the second quarter of a fiscal year or a termination by the Company for Cause before the end of a fiscal year, Employee the Company shall be eligible pay to receive the Executive at the time provided in the preceding sentence a lump sum amount, in cash, equal to the difference between (1) a pro rata portion to the Date of Termi- nation of any annual bonus award to the Executive for the uncompleted fiscal year, calculated by multiplying the applicable bonus, if any, that the Executive would have earned for that fiscal year based on the Company’s achievement of any applicable financial goals or of any personal performance goals established for the Executive by a fraction the numerator of which is the number of days the Executive was employed during such fiscal year in and the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) denominator of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule which is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date365, and (2) the amount of any annual bonus award the Company has already paid to the Executive for the uncompleted fiscal year. If the Executive terminates his employment without Good Reason before the end of the second quarter of a fiscal year in which such termination occurs shall be pro-rated based on or the number of full calendar weeks during Company terminates the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had EmployeeExecutive’s employment not terminated, and shall be paid at for Cause before the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date end of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall the Executive will not be binding on the parties. Any such entitled to receive any bonus shall be paid in the calendar year for that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, however the target potential bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at such that, if the Company exceeds its objectives, the Company will pay Employee not less than fifty thirty five percent (5035%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of the Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such yearpayment. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by the Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, hereunder and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no No bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason termination of employment by Executive prior to the date on which any bonus is actually paidlast day of a fiscal year. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in within seventy-five (75) days after the end of each calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th regardless of such yearEmployee’s employment status at the time payment is due. If timely payment is not made, the Company shall indemnify the Employee against any additional tax liability that the Employee may incur proximately as a result of the payment being made after the seventy-five day period.

Bonus. Should Company meet No later than the end of the one year term of this Agreement (and irrespective of whether the Agreement is or exceed the salesis not renewed for an additional one year term), profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible to receive paid a bonus for such fiscal year in an amount not to exceed one hundred percent (100%) of Executive’s Base Compensation then in effect based on the Executive’s achievement of appropriate performance criteria. The determination of the total bonus amount as determined by the Compensation Committee; provided howevershall be split into two sets of performance criteria. First, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any the bonus payable to Employee amount will be payable based on the achievement by Executive of the criteria set forth in cashSection 5.4 below for stock option milestones. The Executive shall be entitled to receive this portion of the bonus amount once such option milestones are achieved. Executive shall be paid the bonus without further action on the part of Executive or the Company. The remaining balance of the bonus will be based on performance criteria, stock or stock options, or combination thereof, all as which will be determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, Chief Executive Officer and shall be negotiated with Executive within one month of the execution of this Agreement. Executive will be paid at the second half of the bonus after the Company’s Chief Executive Officer makes a good faith determination that Executive has met the agreed upon performance criteria. Such evaluation shall be conducted any time and in after the form such bonus would performance criteria have been paid had Employee’s employment continued; provided, however, in met but not later than the event end of termination the one year term of this Agreement because of EmployeeAgreement. Executive shall be given the opportunity to meet with the Board and Chief Executive Officer to discuss the evaluation and provide input. If Executive believes that the Board and Chief Executive Officer did not evaluate Executive’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s performance in good faith, Executive shall have the right to terminate this Agreement submit the matter for Good Reason arbitration under Section 4.1(d) and such termination is on 13.3 below. Payment of the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales subject to all appropriate federal and profits state income and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the partiesemployment taxes. Any such bonus due shall be paid to Executive in a lump sum within 30 days of the calendar year that contains the April 30 immediately following such fiscal yeardate performance criteria are met, but no not later than April 30th 30 days of such year.the one year term of this Agreement. Notwithstanding the foregoing, the bonus for Milestone A defined below (the “Money Raise” milestone) will be prorated and paid on March 31, 2008, based on the amount raised divided by $8 Million. If additional monies are raised, the bonus will be prorated and paid within 30 days of the raise, up to 100% of the milestone, less any amounts previously paid

Bonus. Should Company meet or exceed In addition to any discretionary bonus that Employee may be paid in the sales, profits and other objectives established by sole discretion of the Compensation Committee for any fiscal yearBoard of Directors of the Company, Employee shall participate in a formula bonus program to be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by senior management of the Compensation Committee at not less than fifty percent (50%) Company based upon the results and performance of Employee’s earned annual base pay for such fiscal year. Any bonus payable the Company as compared to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined a financial plan which is approved by the Board of Directors or any duly authorized committee thereofof the Company. To date such formula bonus program has not been fully developed but generally it is anticipated that for each year commencing January 1, 1996, Employee shall be paid a bonus based upon the Company's achievement of certain performance goals set forth in a financial plan to be prepared by senior management of the Company and unless approved by the Board of Directors of the Company. For the purposes hereof, "Approved Annual Financial Plan" shall mean the projections of revenue, expenses and net income of the Company for each of its calendar years during the term hereof which is approved by the Board of Directors of the Company. Commencing fiscal year 1996 and for each fiscal year thereafter, a financial plan (the "Annual Financial Plan") is to be prepared by Employee and senior management of the Company and submitted to the extent consistent with Section 409A Company's Compensation Committee for review and comment on approximately November 30 prior to the commencement of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding covered by the Annual Financial Plan. The Company's Compensation Committee is a committee of the Board of Directors of the Company. The Annual Financial Plan will include a qualitative and quantitative analysis of revenues and net profits which shall be considered by the Compensation Committee of the Company. Employee and the other members of the Company's senior management will make themselves available at the convenience of the members of the Company's Compensation Committee to discuss, analyze, review, explain, comment and if appropriate, make revisions, to the Annual Financial Plan which has been submitted by Employee and senior management of the Company. After this process of discussion, analysis, review, explanation, comment and revision, the proposed Annual Financial Plan will be submitted to the Board of Directors of the Company for discussion, review, amendment, if necessary, and approval, upon which approval the Annual Financial Plan, as same may be amended, will become the "Approved Annual Financial Plan." The Board of Directors of the Company, in its sole discretion, reserves the right to establish the Approved Annual Financial Plan upon which the performance of the Company for any fiscal year in which such termination occurs will be based for the payment of bonuses to the Company's senior management. Each year commencing January 1, 1996, Employee shall be paid at a bonus equal to a percentage of his Base Salary set forth in Section 3.1 above as a bonus if the time Company shall achieve not less than 85% of the Approved Annual Financial Plan and in if the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) Approved Annual Financial Plan is met or exceeded the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the will increase. The bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty seven (307) days after the Independent Public Accountants regularly employed by the Company shall complete and distribute the annual audit of the Company for the prior fiscal year. The details of such termination (subject to any delay formula bonus program will be set forth in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrarywriting on or before December 31, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year1995.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible for an annual bonus for each fiscal year of the Company (“Bonus”), subject to receive the terms and conditions of this Section and Section 2(b). The payment and amount of any Bonus for a bonus given fiscal year shall be based on performance targets mutually agreed upon by the Parties in writing for such fiscal year in (the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year“Annual Performance Targets”). Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus The Annual Performance Targets for the fiscal year in which such termination the Effective Date occurs shall be established within forty-five (45) days after the Effective Date, and the Annual Performance Targets for each subsequent fiscal year shall be established within forty-five (45) days after the beginning of such fiscal year. If the Company’s performance meets, but does not exceed, the Annual Performance Targets for a given fiscal year, the amount of the Bonus for such fiscal year shall equal 90% of the annualized rate of the Base Salary in effect as of the end of such fiscal year. If the Company’s performance exceeds the Annualized Performance Targets for a given fiscal year, the amount of the Bonus for such fiscal year shall equal 90% of the annualized rate of the Base Salary in effect as of the end of such fiscal year, plus an additional 1% of such annualized rate for each 1% by which the Company’s performance exceeds the Annualized Performance Targets for such fiscal year. If the Company’s performance fails to meet the Annualized Performance Targets for a given fiscal year, the amount of the Bonus for such fiscal year shall equal 90% of the annualized rate of the Base Salary in effect as of the end of such fiscal year, less 2% of such annualized rate for each 1% by which the Company’s performance failed to meet the Annualized Performance Targets for such fiscal year, provided, however, that Employee shall not be eligible for any Bonus for a given fiscal year in which the Company’s performance was less than or equal to 70% of the Annualized Performance Targets for such fiscal year. Provided Employee has not been terminated under Section 8(a) (for ”cause” by the Company) prior to the payment thereof, Employee shall be eligible for (i) a Bonus for each fiscal year on the last day of which Employee is employed hereunder and (ii) if Employee’s employment hereunder is terminated other than on the last day of a fiscal year, a pro-rated Bonus for the fiscal year during which Employee’s employment hereunder is terminated, based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of during such termination (subject to any delay in payout required under Section 4.2(b))fiscal year. Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates Any Bonus earned for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable full or partial fiscal year, which determination shall be binding on the parties. Any such bonus year shall be paid in the calendar following fiscal year that contains within 30 days after the April 30 immediately following such fiscal yearCompany’s audited financial statements are issued, but in no event later than April June 30th of such yearfollowing fiscal year regardless of whether such audited financial statements are issued by such date.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any Each fiscal year, the Employee shall will be eligible to receive a bonus based upon the Company’s performance as measured against a business plan approved by the Board for such fiscal the year in for which the amount as bonus is intended (the “Business Plan”). The Employee’s bonus eligibility shall be determined by the Compensation Committee; provided howeverBoard, at its sole discretion, based upon the target Company’s performance to Business Plan in terms of revenue and profitability. The Employee shall earn a sliding bonus opportunity established for Employee in any given fiscal year (the exact amount of which will be set determined by the Board), with a minimum of zero bonus if the Company’s achieves less than 75% of revenue and/or profitability projected in the Business Plan, and a bonus equal to 50% of the Base Salary if the Company achieves 100% of the Business Plan for both revenue and profitability. The bonus, if any, shall be paid within ten (10) business days after the Board or the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A makes an informed final determination of the Code) a different payout schedule is applicable Company’s performance against the Business Plan for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal preceding year, but in any event no later than April 30th seventy-five (75) days following the end of such yearthe Company’s fiscal year for which the bonus is earned. The bonus, if any, shall only be earned and payable if the Employee meets the above criteria. In the event of termination of this Agreement because of Employee’s death or disability Employee for reasons other than for Cause (as defined by Section 4.1(b)hereinafter defined), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on actual performance for the number portion of full calendar weeks during the applicable fiscal year during which the Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th seventy-five (75) days following the end of such the quarter in which the bonus was earned and the Employee terminated. The amount of prior bonuses shall have no relevance to the entitlement to bonuses in any future year.

Bonus. Should Company meet or exceed Executive shall be entitled to a bonus in the sales, profits and other objectives established by event that the Compensation Committee Company’s net after tax income as calculated from its consolidated statements of income (“Net Income”) for any fiscal yearyear commencing with the fiscal year October 1, Employee 2006 equals or exceeds $1.00 per share of the Company’s then outstanding shares of common stock, to-wit: If Company’s Net Income equals or exceeds $1.00 per share but is less than $1.50 per share, Executive shall be eligible entitled to receive a bonus for such fiscal year in the amount as determined by the Compensation Committeeequal to twenty-five percent (25%) of his salary; provided howeverif Company’s Net Income equals or exceed $1.50 per share but is less then $2.00 per share, the target Executive shall be entitled to a bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than equal to fifty percent (50%) of Employeehis salary; if Company’s earned annual base pay for such fiscal yearNet Income equals or exceeds $2.00 per share, Executive shall be entitled to a bonus equal to one hundred percent (100%) of his salary. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the The Company’s Board of Directors shall adjust the per share goals equitably for any stock splits, combination, reorganization, reclassification or any duly authorized committee thereofsimilar event. The Company’s Net Income shall be determined in accordance with the Company’s audited consolidated statements of income prepared in accordance with general accepted accounting principles used in the United States, consistently applied unless changed from time to time as approved by the Company’s audit committee, and unless said Net Income shall be further reflected by the Company’s annual report on Form 10-K commencing with the fiscal year beginning October 1, 2006. The bonus due Executive, if any, pursuant to this provision shall be paid not later than seventy five (to 75) calendar days following the extent consistent with Section 409A filing of the Code) Company’s 10-K. It shall be a different payout schedule is applicable for all executive employees condition of Company, Executive’s entitlement to any such bonus payment will be payable in a single, lump sum payment in with respect to any year of the calendar year Employment Period that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs Executive shall be paid at employed by the time and in Company throughout the form such bonus would have been paid had Employee’s employment continued until entire year of the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continuedEmployment Period; provided, however, that Company agrees that there will be no reduction in any bonus due Executive for the event first (1st) year of termination of this Agreement because of Employee’s termination the Employment Period notwithstanding the fact that Executive shall not have worked for the entire year. It is further agreed by Company without Cause pursuant and Executive that unless the Employment Period is extended for the entire fiscal year beginning October 1, 2009, Executive shall not be entitled to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target any bonus for the months of his Employment Period that extended into the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder commencing October 1, 2009, and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contraryas such, no bonus proration shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearoccur.

Bonus. Should Company meet or exceed For fiscal year 2007, in addition to the salesBase Salary, profits Executive shall be entitled to (i) a Two Hundred Thousand Dollar ($200,000) initial bonus payable within fifteen (15) days of the date of this Agreement and other objectives established (ii) shall be eligible to earn an annual target cash bonus of an additional Four Hundred Thousand Dollars ($400,000) based upon criteria agreed to by the Compensation Committee for any fiscal yearand Executive as of the date hereof, Employee which bonus shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (pursuant to the extent consistent with Section 409A OIP (as defined below) within a reasonable time following the end of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability Outside Payment Date (as defined by Section 4.1(bbelow). During the Term, in addition to the Base Salary, for each fiscal year (after fiscal year 2007) of the Company ending during the Term, the Executive shall be eligible to earn an annual target cash bonus of 50% (after meeting threshold performance criteria), termination by Company without Cause pursuant 100% (after meeting target performance criteria) and up to Section 4.1(c), or pursuant to Employee175% (after meeting maximum performance criteria) the Executive’s right to terminate this Agreement for Good Reason under Section 4.1(d), Base Salary (1the “Target Bonus Amount”) any bonus for the payable during such fiscal year preceding based upon criteria to be reasonably established not later than the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within first thirty (30) days of such termination that fiscal year by the Compensation Committee in consultation with Executive (subject to any delay in payout required under Section 4.2(bthe “Annual Bonus”)). Notwithstanding anything herein to the contrary, no which bonus shall be payable hereunder in pursuant to the event that Employee’s employment terminates OIP. The Annual Bonus actually earned for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, fiscal year shall be payable determined by the Compensation Committee in good faith and paid to Executive within a reasonable time after the end of the fiscal year, but in no event later than thirty (30) days (the “Outside Payment Date”) following completion of the Company’s accountants have determined the sales and profits and have issued their financial statement audit report with respect thereto for the applicable fiscal year, which determination the Company shall be binding on endeavor in good faith to complete within three months of the partieslast day of the applicable fiscal year. Any such Notwithstanding the foregoing, if the Outside Payment Date is later than 120 days after the end of the fiscal year, the Company will pay the portion of Executive’s bonus that the Compensation Committee is able to determine that Executive is entitled to (if any) no later than the 120 days after the end of the fiscal year and the remaining portion, if any, of Executive’s Annual Bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearthe Outside Payment Date.

Bonus. Should Company meet or exceed During the sales, profits and other objectives established by the Compensation Committee for any fiscal yearTerm only, Employee shall be eligible for an annual bonus for each fiscal year of the Company (a “Bonus”), subject to receive the terms and conditions of this Section 3.2. The payment and amount of any Bonus for a bonus given fiscal year shall be based on performance targets mutually agreed upon by the Parties in writing for such fiscal year in (the “Annual Performance Targets”). The Annual Performance Targets for each fiscal year shall be established within forty-five (45) days after the beginning of such fiscal year. If the Company’s performance meets, but does not exceed, the Annual Performance Targets for a given fiscal year, the amount of the Bonus for such fiscal year shall equal 140% of the annualized rate of the Base Salary in effect as determined by of the Compensation Committee; provided howeverend of such fiscal year. If the Company’s performance exceeds the Annualized Performance Targets for a given fiscal year, the target bonus opportunity established amount of the Bonus for Employee in any given such fiscal year will be set shall equal 140% of the annualized rate of the Base Salary in effect as of the end of such fiscal year, plus an additional 1% of such annualized rate for each 1% by which the Compensation Committee at not less than fifty percent (50%) of EmployeeCompany’s earned annual base pay performance exceeds the Annualized Performance Targets for such fiscal year. Any bonus payable If the Company’s performance fails to Employee will be payable in cashmeet the Annualized Performance Targets for a given fiscal year, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A amount of the Code) a different payout schedule is applicable Bonus for all executive employees such fiscal year shall equal 140% of Company, any such bonus payment will be payable the annualized rate of the Base Salary in a single, lump sum payment in effect as of the calendar year that contains the April 30th immediately following end of such fiscal year, but no later than April 30th less 2% of such annualized rate for each 1% by which the Company’s performance failed to meet the Annualized Performance Targets for such fiscal year, provided, however, that Employee shall not be eligible for any Bonus for a given fiscal year in which the Company’s performance was less than or equal to 70% of the Annualized Performance Targets for such fiscal year. In Provided Employee has not been terminated under Section 6.3 below (for Cause by the event Company) prior to the payment thereof, Employee shall be eligible for (i) a Bonus for each fiscal year on the last day of termination of this Agreement because of which Employee is engaged hereunder and (ii) if Employee’s death or disability (as defined by Section 4.1(b))engagement hereunder is terminated other than on the last day of a fiscal year, termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus a pro-rated Bonus for the fiscal year preceding the fiscal year in during which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment dateengagement hereunder is terminated, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks months Employee was engaged hereunder during the applicable such fiscal year. Any Bonus earned for any full or partial fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar following fiscal year that contains within 30 days after the April 30 immediately following such fiscal yearCompany’s audited financial statements are issued, but in no event later than April June 30th of such yearfollowing fiscal year regardless of whether such audited financial statements are issued by such date.

Bonus. Should During the Executive’s employment under this Agreement, the Executive shall receive incentive compensation as follows. The Company meet or exceed has determined that (i) the salesExecutive’s incentive compensation bonus amount for the performance period of January 1, profits and other objectives established by the Compensation Committee for any fiscal year2016 to September 30, Employee 2016 shall be eligible to receive a bonus for $100,000 (and the Executive shall be paid such fiscal year amount in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent payroll period promptly (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)45 days) following September 30, 2016), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employeeand (ii) the Executive’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any target discretionary incentive bonus for the fiscal year preceding performance period of October 1, 2016 to September 30, 2017 shall be $150,000 (and the fiscal year in which such termination occurs Executive shall be paid at the time and such amount in the form such bonus would have been paid had Employeepayroll period promptly (but no later than 30 days) following September 30, 2017), provided that so long as the Executive does not engage in fraud, gross negligence or intentional misconduct (collectively, “Gross Misconduct”), the Executive’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s discretionary target bonus for the fiscal year in which such termination occurs performance period of October 1, 2016 to September 30, 2017 shall be prorated based on no less than $100,000. Subject to the number foregoing and the provisions of full calendar weeks during Section 9 and Section 10 herein, the applicable fiscal year during which Employee was employed hereunder second incentive compensation target is not guaranteed and is contingent upon the Executive and the Company achieving established deliverables or other goals but, in any case, the minimum shall be paid within thirty (30) days as set forth above. Subject to the foregoing and the provisions of such termination (subject Section 9 and Section 10 herein, the second incentive compensation payment shall not be considered “earned” by the Executive until the Company has made payment to the Executive for any delay in payout required under Section 4.2(b))performance period. Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which extent permitted or required by governing law, the Company shall have discretion to adjust Executive’s compensation to account for, or to require the Executive to repay to the Company, the amount of any bonus is Incentive Compensation to the extent the Company determines in its reasonable opinion that such Incentive Compensation was not actually paidearned by the Executive due to the Executive having engaged in Gross Misconduct. Such bonusFor the avoidance of doubt, notwithstanding anything else stated herein, if anythe Executive elects to resign upon the expiration of the Term and is eligible to receive severance pursuant to Section 9(c) or Section 10(a), the Executive shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto not receive incentive compensation, in addition to severance, for the applicable fiscal yearperformance period of October 1, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year2016 to September 30, but no later than April 30th of such year2017.

Bonus. Should During the Term, in addition to the Base Salary, for each fiscal year of the Company meet or exceed ending during the salesTerm, profits Executive shall be eligible to earn an annual target cash bonus of 50% (after meeting threshold performance criteria), 100% (after meeting target performance criteria) and other objectives up to 150% (after meeting maximum performance criteria) of the Base Salary (the “Target Bonus Amount”) payable during such fiscal year based upon criteria to be reasonably established not later than the first sixty (60) days of that fiscal year by the Compensation Committee in consultation with Executive (the “Annual Bonus”), which bonus shall be pursuant to the OIP (as defined below) The Annual Bonus actually earned for any fiscal year, Employee year shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee Committee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable good faith and paid to Employee will be payable in cash, stock or stock options, or combination thereof, all Executive within as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A soon as reasonably practicable following completion of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their financial statement audit report with respect thereto for the applicable fiscal year, but in any event during the calendar year following the calendar year in which determination shall be binding on the partiesfiscal year ends, and no later than December 31 of such calendar year (the “Outside Payment Date”). Any such Notwithstanding the foregoing, if the Company’s financial statement audit has not been completed within three months after the end of the calendar year in which the relevant fiscal year ends, the Company will pay the portion of Executive’s bonus that the Compensation Committee is able to determine that Executive is entitled to (if any) no later than the 120 days after the end of the calendar year in which the fiscal year ends and the remaining portion, if any, of Executive’s Annual Bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th the Outside Payment Date. Except as set forth in Sections 4.3, 4.4 and 4.5, or is customary for all other employees, Executive shall not be entitled to receive an Annual Bonus (or pro-rated portion thereof) for a fiscal year unless Executive is employed by the Company or a Subsidiary on the last day of such the fiscal year.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, however the target potential bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at such that, if Company exceeds its objectives, Company will pay Employee not less than fifty forty percent (5040%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, year but no later than April 30th of such following year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, hereunder and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains following the April 30 immediately following such applicable fiscal year, year but no later than April 30th of such following year.

Bonus. Should Company meet or exceed For each calendar year of this Agreement, the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible for a cash bonus award (the “Annual Cash Bonus”) with a target amount of sixty percent (60%) of his then current base salary. Seventy five percent (75%) of the target bonus (sixty percent (60%) of current base salary) will be determined pursuant to receive a the Company’s then current Management Incentive Program (“MIP”) and twenty-five percent (25%) of the target bonus for such fiscal year in sixty percent (60%) of current base salary) will be based on the amount Executive’s personal performance and achievement of objectives as determined by the Compensation Committee; Company’s Board of Directors in their sole discretion. The Executive acknowledges that the Company reserves the right to change the structure of the MIP from time to time, provided however, that any change will not affect the Executive’s ability to receive an Annual Cash Bonus with a target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty of sixty percent (5060%) of Employeethe Executive’s earned annual base pay for such fiscal yearsalary. Any bonus payable to Employee will The Executive shall be payable in cash, stock paid his Annual Cash Bonus on or stock options, or combination thereof, all as determined by the Board about March 1st of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains following the April 30th immediately following year to which such fiscal yearbonus relates, but no later than April 30th and in all events on or before March 15th of such year. In The parties acknowledge that the event determination of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus the Annual Cash Bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had EmployeeExecutive’s employment continued until the payment date, terminates (and (2) the bonus possibly for the fiscal year in which such termination occurs prior year) shall not be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is known on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that EmployeeExecutive’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonusterminates, and, if any, shall be payable after Company’s accountants have determined paid by the sales and profits and have issued their audit report with respect thereto for Company to the applicable fiscal yearExecutive as provided in the preceding sentence, which determination shall be binding but in all events on the parties. Any such bonus shall be paid in or before March 15th of the calendar year following the calendar year in which the services to which such bonus relates were performed. Pursuant to Section 1(A) above, should the Executive’s title change to “non-Executive Chairman” he will receive a prorated portion of the annual bonus opportunity which will be calculated by multiplying the target bonus amount by a fraction, the numerator of which is the number of full calendar months served during the Term of this Agreement as Executive Chairman and the denominator of which is twelve (12). The Executive’s Annual Cash Bonus potential shall be reviewed annually for increase or decrease by the Compensation Committee and recommended to the Board of Directors for approval in their sole discretion. The Executive acknowledges and agrees that contains as required under law or Company policy, incentive compensation to the April 30 immediately following such fiscal yearextent received based on erroneous information, but no later than April 30th is subject to recoupment for a three-year period in the event of such yearan accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the federal securities laws.

Bonus. Should Company meet No later than the end of the initial one-year term, (and irrespective of whether the Agreement is or exceed the salesis not renewed for an additional one year term), profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible to receive paid a bonus for such fiscal year in an amount not to exceed one hundred percent (100%) of Executive’s Base Compensation then in effect based on the Executive’s achievement of appropriate performance criteria. The determination of the total bonus amount as determined by shall be split into two sets of performance criteria. Half of the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) shall be based upon objective criteria based on the achievement by Executive of Employeethe criteria set forth in Section 5.4 below for stock option milestones. The remainder of the bonus shall be awarded based upon Executive’s earned annual base pay for such fiscal yearachievement of certain subjective performance criteria. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (With regard to the extent consistent with Section 409A objective portion of the Code) a different payout schedule is applicable for all executive employees of Companybonus, any such the Executive shall be entitled to receive the bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability amount on milestones (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(da), (1b), and (c) any bonus for the fiscal year preceding the fiscal year in which once such termination occurs option milestones are achieved. Executive shall be paid at the bonus without further action on the part of Executive or the Company. The remaining balance of the bonus will be based on performance criteria (d) and (e) in Section 5.4 below for stock option milestones. Executive will be paid this portion of bonus after the Board makes a good faith determination that Executive has met the agreed upon performance criteria. Such evaluation shall be conducted any time and in after the form such bonus would performance criteria have been paid had Employee’s employment continued until met but not later than the payment date, and (2) end of the bonus for the fiscal one year in which such termination occurs term of this Agreement. Executive shall be pro-rated based on given the number of full calendar weeks during opportunity to meet with the applicable fiscal year during which Employee was employed hereunderBoard to discuss the evaluation and provide input. If Executive believes that the Board did not evaluate Executive’s performance in good faith, based on Executive shall have the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement submit the matter for Good Reason arbitration under Section 4.1(d) and such termination is on 13.3 below. Payment of the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales subject to all appropriate federal and profits state income and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the partiesemployment taxes. Any such bonus due shall be paid to Executive in a lump sum within 30 days of the calendar year that contains the April 30 immediately following such fiscal yeardate performance criteria are met, but no not later than April 30th 30 days of such yearthe one year term of this Agreement. Notwithstanding the foregoing, the bonus for the “Money Raise” milestone will be prorated and paid on March 31, 2008, based on the amount raised divided by $8 Million. If additional monies are raised, the bonus will be prorated and paid within 30 days of the raise, up to 100% of the milestone, less any amounts previously paid.

Bonus. Should Company meet Executive may be awarded an annual bonus based on the attainment of certain goals to be agreed upon by Executive and Employer's Board of Directors on or exceed before March 1 of the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal applicable year. Any Such annual bonus payable is targeted to Employee will be payable in cash50% of Executive's Base Compensation (the "Target Bonus"), stock but may be increased (up to a maximum of 100% of Base Compensation) or stock options, or combination thereof, all as determined decreased by the Board of Directors or any duly authorized committee thereof, and unless (to in its discretion depending on the extent consistent with Section 409A of to which the Code) a different payout schedule is applicable for all executive employees of Companygoals are exceeded or not met. Notwithstanding the foregoing, any such bonus payment will be payable in a single, lump sum payment in the calendar year event that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability a Change in Control (as defined by Section 4.1(b))below) shall occur, termination by Company without Cause pursuant Executive shall be entitled to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any a minimum guaranteed bonus for each of the fiscal year preceding the fiscal year of Employer in which such termination Change in Control occurs (the "Current Year") and the immediately preceding fiscal year (the "Preceding Year") of 50% of Executive's Base Compensation for each such year (the "Minimum Bonus"). The Minimum Bonus for the Current Year and the Preceding Year shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number closing date of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and Change in the form such bonus would have been paid had Employee’s employment continuedControl transaction; provided, however, that, in the event case of termination the Minimum Bonus for the Preceding Year, if the closing of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period transaction occurs after the payment date of twenty-four (24) months after a Change in Control, Employee’s target Executive's bonus for the fiscal year in which such termination occurs shall be prorated based Preceding Year, then, on the number closing date of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and Change in Control transaction, Employer shall be paid within thirty (30) days of such termination (subject pay to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein Executive an amount equal to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonusexcess, if any, of the Minimum Bonus for the Preceding Year over the amount of bonus theretofore paid to Executive with respect to the Preceding Year; provided, however, that if such bonus paid with respect to the Preceding Year equals or exceeds the Minimum Bonus that would otherwise be due under this Section 3(b) with respect to such Preceding Year upon the closing of the Change in Control transaction, then no such Minimum Bonus for the Preceding Year shall be payable after Company’s accountants have determined paid. In addition to the sales and profits and have issued their audit report with respect thereto for the applicable fiscal yearforegoing, which determination Executive shall be binding entitled to receive (i) an Annual Retention Bonus of $330,000 on each June 30 of 2002, 2003 and 2004 if he is still in the employ of Employer on each such date, payment of such Annual Retention Bonuses to be accelerated and paid in full upon the closing date of any Change in Control transaction, and (ii) a Special Retention Bonus of $1,000,000 to be paid on the parties. Any closing date of any Change in Control transaction that occurs during, or within six (6) months after the expiration of, the term of this Agreement, provided such bonus Special Retention Bonus shall not be paid payable if Executive is employed as the Chief Executive Officer of the surviving company in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearChange in Control transaction.

Bonus. Should Company meet or exceed For each year during the sales, profits and other objectives established by the Compensation Committee for any fiscal yearTerm, Employee shall will be eligible to receive a bonus for such fiscal amount each year in the with a maximum amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent of Two Hundred and Seventy-Nine Thousand (50%$279,000) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continuedper annum; provided, however, that Employee must be an employee on the payroll of the Company on December 31st of the year of the Term in which the event bonus is to be paid in order to be eligible for the bonus and if Employee's employment is terminated during the year for any reason, no bonus compensation shall be due or payable to Employee with respect to such calendar year. Notwithstanding the immediately preceding sentence, if Employee is employed by the Company until January 31, 2008, Employee shall be entitled to any bonus that would be earned and payable to Employee as of termination December 31, 2007 (for the 2007 bonus year), regardless of this Agreement because the fact that such Employee may not be an employee of Employee’s termination by the Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Controlsuch bonus award would otherwise be paid for such bonus year. The bonus, Employee’s target bonus for the fiscal year in which such termination occurs as set forth herein, shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which payable to Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b))Parent's filing of its Form 10-K for the previous year with the Securities and Exchange Commission. Notwithstanding anything herein For purposes of the bonus, the Company's audited revenue, including expense reimbursements to the contraryCompany, no for the fiscal year upon which such bonus shall is based ("Revenue") will be payable hereunder reduced by the Company's Operating Expenses to determine the Company's Profitability for purposes of the bonus payment; provided, however, Operating Expenses will not include any corporate overheard charges or amortization of acquisition related intangible assets. Operating Expenses will consist of the same category of expenses included in the December 31, 2002 audited financial statements of the Company. If the following levels of the Company's Profitability are met, then the following bonus will be payable: If, and in the event that Employee’s employment terminates for any other reason prior that, the Company's Profitability should equal or exceed $8,000,000, then Employee shall be entitled to a bonus compensation of $79,000; Plus Employee shall be entitled to receive ten percent (10%) of each additional dollar of Company's Profitability, up to the date on Company's Profitability of $10,000,000, in which any event, Employee shall receive the maximum bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th compensation of such year$279,000.

Bonus. Should For all bonus plans in which Xxxxx is participating as of the Termination Date, the Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible pay to receive Xxxxx a lump sum bonus for such fiscal year payout. This payout shall consist of a payment in the amount calculated by the formula [(x + y) * z] where (x) is Xxxxx'x base salary earned in the year from January 1 to the Termination Date, (y) is the amount which is three times Xxxxx'x annual base salary in effect at the time of Termination, and (z) is the percentage which under each plan is the maximum percentage of base salary that Xxxxx was eligible to earn during the year in which the Termination Date occurred assuming all targets were met in full, whether or not said targets actually were met. The payments provided for under this Paragraph 10.E.(ii) will be paid in cash or in such other form as bonus amounts generally are paid to eligible employees, or in a combination thereof, as determined by the Compensation Committee; provided however, within thirty days following the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, Termination Date and shall be paid at the time and in the form such considered to be full compensation for all amounts due to Xxxxx for bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year plans in which such termination occurs he was participating as of the Termination Date, and he shall not be prorated based on the number entitled to any further payments under any of full calendar weeks said plans during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b))Severance Period or thereafter. Notwithstanding anything herein the above, any bonus due to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates Xxxxx for years (or any other reason applicable bonus period) completed prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus Termination Date but not yet paid shall be paid in addition to the calendar year bonus described herein. If such bonus for prior years is in the form of restricted stock, such bonus will be considered earned to the extent that contains applicable vesting targets have been met as of the April 30 immediately following Termination Date, whether the confirmation that the targets have been met occurs before or after the Termination Date. If such fiscal yeartargets have been met but the stock has not yet been distributed, but Xxxxx will be entitled to receive the stock, or, at the option of the Company, the cash equivalent thereof, no later than April 30th of the date the stock was due to be distributed had the termination not occurred. Any such yearstock for which targets have not been met will be forfeited.

Bonus. Should For all bonus plans in which Xxxxxxx is participating as of the Termination Date, the Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible pay to receive Xxxxxxx a lump sum bonus for such fiscal year payout. This payout shall consist of a payment in the amount calculated by the formula [(x + y) * z] where (x) is Xxxxxxx’x base salary earned in the year from January 1 to the Termination Date, (y) is the amount which is two times Xxxxxxx’x annual base salary in effect at the time of Termination, and (z) is the percentage which under each plan is the highest percentage of base salary that Xxxxxxx was paid during any one of the five years immediately preceding the year in which the Termination Date occurred, but which shall not be greater than the maximum percentage of base salary that Xxxxxxx was eligible to earn during the year in which the Termination Date occurred assuming all targets were met in full, whether or not said targets actually were met. The payments provided for under this Paragraph 10.E.(ii) will be paid within thirty days following the Termination Date in cash or in such other form as bonus amounts generally are paid to eligible employees, or in a combination thereof, as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in whose determination and valuation of any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs non-cash compensation shall be paid at the time final and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminatedbinding, and shall be paid at the time and in the form such considered to be full compensation for all amounts due to Xxxxxxx for bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year plans in which such termination occurs he was participating as of the Termination Date, and he shall not be prorated based on the number entitled to any further payments under any of full calendar weeks said plans during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b))Severance Period or thereafter. Notwithstanding anything herein the above, any bonus due to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates Xxxxxxx for years (or any other reason applicable bonus period) completed prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus Termination Date but not yet paid shall be paid in addition to the calendar year bonus described herein. If such bonus for prior years is in the form of restricted stock, such bonus will be considered earned to the extent that contains applicable vesting targets have been met as of the April 30 immediately following Termination Date, whether the confirmation that the targets have been met occurs before or after the Termination Date. If such fiscal yeartargets have been met but the stock has not yet been distributed, but Xxxxxxx will be entitled to receive the stock, or, at the option of the Company, the cash equivalent thereof, no later than April 30th of the date the stock was due to be distributed had the termination not occurred. Any such yearstock for which targets have not been met will be forfeited.

Bonus. Should Company meet or exceed the sales, profits and and/or other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty One Hundred percent (50100%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of the Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, year but no later than April 30th of such following year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by the Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no No bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason termination of employment by Employee prior to the date on which any bonus is actually paidlast day of a fiscal year. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such year.

Bonus. Should Company meet or exceed the its sales, profits and other objectives established by as set forth on EXHIBIT 3(c) attached hereto for the Compensation Committee for any fiscal yearyear beginning January 2, 2001 and ending December 31, 2001, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) equal to 35% of Employee’s earned 's actual annual base pay for Base Salary paid during such fiscal year. Any , such bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined agreed to by the Board of Directors or and Employee. Should Company exceed its sales, profits and other objectives as agreed upon between Employee and Board of Directors at the beginning of each calendar year for any duly authorized committee thereoffiscal year thereafter during the Employment Period, Employee shall be entitled to receive a bonus for such fiscal year equal to an amount agreed upon by Employee and unless (to the extent consistent with Section 409A Board of the Code) a different payout schedule is applicable for all executive employees of CompanyDirectors, any such bonus payment will to be payable in a singlecash, lump sum payment stock or stock options, or combination thereof, as agreed to by the Board of Directors and Employee; provided that in the calendar year that contains the April 30th immediately following no event shall such bonus be less than 35% of Employee's actual annual Base Salary paid during such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s 's death or disability (as defined by Section 4.1(bparagraph 4(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s 's right to terminate this Agreement for Good Reason under Section 4.1(d)paragraph 4, (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s 's accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in within one hundred twenty (120) days after the end of each calendar year that contains or thirty (30) days after the April 30 immediately following such issuance of the auditor's report, whichever is later, regardless of Employee's employment status at the time payment is due. For the period after the fiscal year ending December 31, 2001, Employee's bonus shall be based upon Company exceeding sales and profit objectives as agreed upon between Employee and Board of Directors at the beginning of each calendar year. The objectives and formula for determining bonuses, but no later than April 30th once agreed upon, shall be put in writing and signed by Employee and Board of such year.Directors

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, however the target potential bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at such that, if the Company exceeds its objectives, the Company will pay Employee not less than fifty forty percent (5040%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of the Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such yearpayment. In the event of termination of this Agreement because of Employee’s 's death or disability (as defined by Section 4.1(b)), termination by the Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s 's right to terminate this Agreement for Good Reason under Section 4.1(d), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, hereunder and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no No bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason termination of employment by Executive prior to the date on which any bonus is actually paidlast day of a fiscal year. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in within seventy-five (75) days after the end of each calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th regardless of such yearEmployee's employment status at the time payment is due. If timely payment is not made, the Company shall indemnify the Employee against any additional tax liability that the Employee may incur proximately as a result of the payment being made after the seventy-five day period.

Bonus. Should Company meet During the Period of Employment, the Executive will be entitled to participate in a cash bonus program. The Executive’s bonus for the Company’s fiscal year ending on or exceed the salesabout January 1, profits and other objectives established by the Compensation Committee for any fiscal year, Employee 2014 shall be eligible to receive a based on the parameters otherwise in effect on the Effective Date. For any subsequent fiscal year of the Company that occurs during the Period of Employment, the bonus program for such fiscal year will be based on (i) the Company’s achievement of the EBITDA set forth in the amount as determined Company’s budget approved by the Compensation Committee; provided however, the target bonus opportunity established Board for Employee in any given such fiscal year will be set by (the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay “EBITDA Target” for such fiscal year. Any bonus payable ), and (ii) in the discretion of the Board (or committee thereof), other performance factors (such as stock price, other financial measures, and/or the Executive’s individual performance and contributions to Employee will be payable in cash, stock or stock options, or combination thereofthe Company) (the “Non-EBITDA Components”), all as determined by the Board of Directors (or any duly authorized a committee thereof, and unless (to the extent consistent with Section 409A ) in its sole discretion. The Executive’s target bonus for a fiscal year shall be 100% of the Code) a different payout schedule is applicable Executive’s Base Salary for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later with the Executive’s actual bonus for any year to be determined by the Board (or a committee thereof) based on the extent to which the EBITDA Target for such fiscal year is achieved and any Non-EBITDA Components; provided that (i) if the Company achieves at least 90% of the EBITDA Target for a fiscal year, the Executive’s cash bonus for that fiscal year shall not be less than April 30th 50% of the Executive’s Base Salary for such year. In the event of termination of this Agreement because of Employee’s death or disability year (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus such Base Salary is in effect for the fiscal year preceding with respect to which the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment dateis based), and (2ii) if the Company achieves at least 100% of the Company’s EBITDA Target for a fiscal year, the Executive’s cash bonus for that fiscal year shall not be less than 100% of the Executive’s Base Salary for such year (as such Base Salary is in effect for the fiscal year in with respect to which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable bonus is based). The Executive’s bonus (if any) for a particular fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at not later than two and one-half months following the time end of that fiscal year. EBITDA (GAAP or non-GAAP), and any applicable adjustments to be made in the form calculating such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus amount for the particular fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if anyyear, shall be payable after Company’s accountants have determined as provided in the sales and profits and have issued their audit report with respect thereto bonus plan or budget, as the case may be, for the applicable fiscal year. Except as otherwise expressly provided in Section 3, which determination shall the Executive must be binding employed by the Company on the parties. Any date that the Company actually pays bonuses under such program for a particular fiscal year in order to be considered for and to have earned his bonus shall be paid in the calendar year that contains the April 30 immediately following (if any) for such fiscal year, but no later than April 30th of such year.

Bonus. Should Company meet or exceed Commencing in 2008, during the salesEmployment Term, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible afforded the opportunity to receive earn a cash bonus for such each fiscal year in ending during the amount Employment Term, contingent upon the Company's achievement (as reasonably determined by the Compensation Committee; provided howeverBoard or a committee thereof) of certain specified target earnings (calculated consistently with calculations made for prior periods) before interest, income taxes, depreciation and amortization, and in addition, to the target bonus opportunity extent the Board acting reasonably and in good faith so determines, excluding acquisitions, divestitures, refinancings, any change required by GAAP or other extraordinary and nonrecurring events (the "EBITDA Target") established for Employee prior to, or as soon as practicable after, each December 23rd in any given respect of the fiscal year will be set commencing thereafter, by the Compensation Committee Board or a committee thereof in its discretion (but after consultation with Executive). Such bonus award shall be as follows: (i) 50% of Base Salary upon the Company's attainment of 95% of the EBITDA Target, and for each whole percentage increase above 95% and through 99% of the EBITDA Target, such amount shall be increased by 10% of Base Salary, (ii) 100% of Base Salary upon the Company's attainment of 100% of the EBITDA Target, and for each whole percentage increase above 100% and through 104% of the EBITDA Target, such amount shall be increased by 10% of Base Salary, and (iii) 150% of Base Salary upon the Company's attainment of 105% or greater of the EBITDA Target (the "Annual Bonus"). Unless otherwise determined by the Board, no Annual Bonus shall be payable in respect of any fiscal year to the extent the Company does not attain at not less than fifty percent (50%) least 95% of Employee’s earned annual base pay the EBITDA Target for such fiscal year. Any bonus payable to Employee will be payable Notwithstanding the foregoing, the Annual Bonus in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A respect of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the 's fiscal year preceding ending on or about or close to December 31, 2008 (the "2008 Fiscal Year") shall be no less than 100% of the portion of Base Salary Executive actually earned during the 2008 fiscal year in which such termination occurs (the "2008 Annual Bonus Minimum"). The Annual Bonus shall be paid at the same time and as annual bonuses are paid to other senior executives of the Company, which shall be paid on the March 15 next following the close of the fiscal year; provided that it shall not be a breach of this Agreement if payment is made later in such year to the form extent financial results are not available by March 15 so long as payment is made by payroll as soon as practicable following the certification of such bonus would results. Other than as set forth in Section 13 below, Executive must have been paid had Employee’s employment continued until remained employed with the payment date, and (2) Company through the bonus for close of the fiscal year in respect of which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall Annual Bonus is to be paid at and have not given or received a Notice of Termination before the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event close of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in respect of which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus Annual Bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearorder to receive it.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, however the target potential bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at such that, if the Company exceeds its objectives, the Company will pay Employee not less than fifty One Hundred percent (50100%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of the Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, year but no later than April 30th of such following year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by the Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, hereunder and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of . No bonus shall be payable hereunder for any other termination of this Agreement because employment by Executive prior to the last day of a fiscal year. Notwithstanding anything herein to the contrary, Employee shall be entitled to receive a bonus for the 2013 fiscal year in such amount as determined by the Compensation Committee but not less than Fifty percent (50%) of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement annual base pay for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twentyfiscal year, pro-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated rated based on the number of full calendar weeks during the applicable fiscal year during for which Employee was is employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to with the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paidCompany. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains following the April 30 immediately following such applicable fiscal year, year but no later than April 30th of such yearfollowing year , regardless of Employee’s employment status at the time payment is due. If timely payment is not made, the Company shall indemnify the Employee against any additional tax liability that the Employee may incur as a result of the payment being made after the April 30th.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, The Employee shall be eligible to receive a bonus for such fiscal year participate in the amount as determined by Company’s incentive plan applicable to senior executives at a level such that he will have the Compensation Committee; provided howeverpotential to earn a cash bonus, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than target, of fifty percent (50%) of Employee’s earned his annual base pay for salary during such fiscal year. Any The amount of such cash bonus payable to Employee will shall be payable in cash, stock or stock options, or combination thereof, all as determined by the Board in its sole discretion, based upon the achievement of Directors the Employee and/or the Company of management objectives to be reasonably established by the Board in consultation with the Employee. These management objectives shall consist of both financial and scientific goals and shall be specified in writing by the Board, and a copy shall be given to the Employee prior to the commencement of the applicable year. The Employee acknowledges there is no assurance that the terms of the incentive plan will remain unchanged or will in any future year provide the same benefits as it has in past years (or any duly authorized committee thereofbenefits or payments at all) and that the Company may, and unless (at its discretion, revise the terms of the incentive plan in advance for any upcoming fiscal year as it applies to the extent consistent with Section 409A Employee provided always that the Employee will be entitled to participate in any incentive plan made available to senior executives of the Code) Company. Except as otherwise provided in Section 5, the Employee generally must continue to be employed through the date the bonus is paid in order to earn a different payout schedule is applicable bonus for all executive employees of Companyany particular year, unless the Board determines, in its sole discretion, that the Employee has earned a bonus prior to such time. In such event, any such bonus payment will be payable in a single, lump sum payment in paid to the calendar year that contains the April 30th immediately following such fiscal year, but Employee no later than April 30th the later of: (i) the fifteenth (15th) day of such year. In the event third (3rd) month following the close of termination of this Agreement because of Employeethe Company’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at bonus payment is earned or (ii) March 15 following the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal calendar year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount payment is earned provided that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event the Board, in its sole discretion, determines to make a bonus payment upon an event described in Section 5.2 or Section 5.3 below, such amount will be paid as soon as determinable and in no event later than March 15 of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for year following the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty Employee’s “Separation from Service” (30) days of such termination (subject as defined under U.S. Treasury Regulation Section 1.409A-1(h), without regard to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contraryalternative definition thereunder) occurs, no bonus shall be payable hereunder and in the event that Employee’s employment terminates for any other reason prior the Board, in its sole discretion, determines to the date on which any make a bonus is actually paid. Such bonuspayment upon an event described in Section 5.4 below, if any, shall such amount will be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding paid on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearRelease Deadline (as defined below).

Bonus. Should Company meet or exceed Beginning with IMED's 1997 fiscal year end for each fiscal year thereafter during the salesEmployment Period, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible to receive a an annual bonus (the "Bonus"), payable by IMED, of up to 100% of the Executive's Base Salary for such fiscal year in of IMED (the amount "Target Amount") based upon certain operational and financial criteria, including revenue and profitability targets and other organizational milestones (such criteria being hereinafter collectively referred to as determined by the Compensation Committee; provided however, the target bonus opportunity established "Targets"). The Targets for Employee in any given each fiscal year will during the Employment Period shall be set by the Compensation Committee at agreed upon, not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (45 days prior to the extent consistent with Section 409A beginning of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th by the Executive and a director of IMED designated for such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continuedpurpose; provided, however, that the Targets for fiscal year 1997 shall be agreed upon within 90 days following the Effective Date. The parties acknowledge that it is their intention that the Targets for each fiscal year shall be set at levels that are aggressive but achievable. In the event that IMED does not achieve the Targets in any fiscal year during the Employment Term, the Board of Directors of IMED may (but shall have no obligation to) award the Executive a bonus with respect to such fiscal year and, if the Board does so, such bonus shall be in such amount as the Board, in its sole, absolute and unrestricted discretion, shall determine. The Board of Directors of IMED may (but shall have no obligation to) also award the Executive a bonus in excess of the Target Amount based upon the Executive's achievements in the event relevant fiscal year. The Board of termination Directors of this Agreement because IMED, AMI or both may (but shall have no obligation to) institute, for the benefit of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) the Executive, such additional bonus plans such Board shall determine, in each case in the sole, absolute and unrestricted discretion of such termination is on Board. The Bonus payable hereunder shall be payable in a single installment within 30 days following the date (the "Delivery Date") of a Change in Control or during a period delivery to the Board of twenty-four (24) months after a Change in Control, Employee’s target bonus Directors of IMED's audited financial statements for the fiscal year in to which such termination occurs shall be prorated based on Bonus relates or as otherwise agreed by the number Executive and IMED's Board of full calendar weeks during the applicable fiscal year during which Employee was employed Directors. Any other bonus payable hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder at such time or times as the pertinent Board of Directors shall, in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonusits sole, if anyabsolute and unrestricted direction, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yeardetermine.

Bonus. Should Company meet or exceed the its sales, profits profits, and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; Committee of the Board of Directors, provided however, however the target potential bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not such that, if the Company exceeds its objectives, the Company will pay Employee an amount no less than fifty sixty percent (5060%) of the Employee’s earned annual base pay salary for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or any combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of the Company, any such bonus payment payments will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such yearpayment. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by the Company without Cause cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have finally determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in within seventy-five (75) days after the end of each calendar year or thirty (30) days after the issuance of the auditor’s report, whichever is later, regardless of Employee’s employment status at the time payment is due. If timely payment is not made, the Company EXHIBIT 10.5.1 shall indemnify the Employee against any additional tax liability that contains the April 30 immediately following such fiscal year, but no later than April 30th Employee may incur proximately as a result of such yearthe payment being made after the seventy-five day period.

Bonus. Should In addition to the amounts to be paid to the Executive pursuant to Section 3.1, if the Company meet achieves 100% or exceed more of the salesCompany’s target objectives for a fiscal year of the Company, profits such target objectives which are recommended by the Executive and other objectives established approved by the Compensation Committee for any fiscal of the Board (the “Compensation Committee”) not later than March 31 of such year, Employee the Executive shall be eligible receive an annual bonus (an “Annual Bonus”) equal to receive a bonus for the product of (i) the Executive’s Base Salary at the rate in effect at the beginning of such fiscal year and (ii) 100%. Should the Company achieve objectives in the amount as determined a fiscal year which are recommended by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set Executive and approved by the Compensation Committee at not less later than fifty percent March 31 to be significantly beyond expectations for the Company’s performance for such year, the 100% multiplier set forth in clause (50%ii) of Employee’s earned annual base pay the preceding sentence shall be increased up to a maximum of two (2) times the foregoing multiplier. Upon recommendation by the Executive and approval by the Compensation Committee not later than March 31 of the year to which it relates, a formula will be established to provide for such fiscal yearrecognition of threshold objectives below the target and for pro rata awards between the threshold award opportunity and the maximum award opportunity. Any bonus payable to Employee will Annual Bonus earned hereunder shall be payable in cash, stock or stock options, or combination thereof, all as determined by not later than two and one-half months following the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A end of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable fiscal year to which it relates. Except in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of a termination of this Agreement because of Employeethe Executive’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause employment pursuant to Section 4.1(c)4.4, or pursuant to Employeein the event that the Executive’s right to employment shall terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for other than on a date which is the last day of a fiscal year preceding of the Company, the Executive’s Annual Bonus with respect to the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs terminates shall be prorated based on at target for the actual number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that EmployeeExecutive’s employment terminates for any other reason prior to by the date on which any bonus is actually paid. Such bonusCompany during such fiscal year, and such Annual Bonus, if any, shall be payable after Company’s accountants have determined on the sales and profits and have issued their audit report with respect thereto for date that executive bonuses are paid generally, whether or not the applicable fiscal yearExecutive remains employed on such date, which determination provided, however, that payment shall be binding on made not later than two and one-half months following the partiesend of the fiscal year to which it relates. Any such bonus The Executive shall be paid entitled to no Annual Bonus in respect of the calendar fiscal year that contains of the April 30 immediately following Company in which his Employment terminates if such fiscal year, but no later than April 30th of such yeartermination is pursuant to Section 4.4.

Bonus. Should Executive shall be eligible to earn a bonus award (each an "Annual Bonus") in respect of each fiscal year of the Company meet or exceed in an amount up to one hundred fifty percent (150%) of Executive's Base Salary at the sales, profits and other objectives established by the Compensation Committee for any end of such fiscal year, Employee which shall be based upon the level of attainment of Company performance goals for such fiscal year, as measured against a written set of reasonable performance criteria communicated to Executive for such fiscal year, with Executive's target bonus for each fiscal year during the Term other than the 2002 fiscal year equaling seventy-five percent (75%) of Executive's Base Salary for such fiscal year (the "Target Bonus"); PROVIDED, HOWEVER, that if this Agreement terminates on July 31, 2007, the Annual Bonus actually earned by Executive in respect of the 2007 fiscal year of the Company shall be prorated to reflect the portion of such fiscal year occurring prior to such termination and shall be payable at such time as such Annual Bonus would have been paid had such termination not recurred. Notwithstanding the foregoing, (i) Executive's Annual Bonus in respect of the 2002 fiscal year of the Company shall be not less than $150,000; and (ii) Executive's Annual Bonus, in respect of each fiscal year during the term other than the 2002 fiscal year shall be in an amount that is not less than sixty percent (60%) of Executive's Base Salary for such fiscal year (the "Guaranteed Bonus"). The Annual Bonus in respect of each fiscal year during the term shall be paid within 30 days after final determination by the Company of the amount payable, but in no event later than 100 days after the end of the fiscal year to which such Annual Bonus relates; PROVIDED, HOWEVER, that the minimum guaranteed bonus for the 2002 fiscal year and the Guaranteed Bonus for each subsequent fiscal year shall be paid no later than January 15th of the following year. In addition, Executive shall be eligible to receive a discretionary bonus for in such fiscal year in the amount amount, if any, as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearits sole discretion.

Bonus. Should Company meet or exceed 4.5 In addition to the sales, profits and other objectives established by the Compensation Committee for any fiscal yearSalary, Employee shall be eligible entitled to receive a an annual bonus equal to 2.5% (the "Bonus") of quarterly operating income, before the deduction of interest and income taxes of Employer, WPCS Incorporated and Invisinet, Inc. The amount of the Bonus shall be determined based upon the operating income reported in the financial statements of Employer and Parent, as calculated based on U.S. generally accepted accounting principles. Employer shall instruct its auditor to calculate the Bonus for such each fiscal year in or portion thereof ending after the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination date of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)an "Auditor's Bonus Report"), termination by Company without Cause pursuant within 105 days after each fiscal year end. Employer shall provide a copy of each Auditor's Bonus Report to Section 4.1(c), or pursuant to Employee’s Employee promptly upon receipt thereof. Employee shall have the right to terminate this Agreement for Good Reason under Section 4.1(d)review and independently verify the conclusions of any Auditor's Bonus Report by delivering notice in writing to Employer within 30 days after receipt of any such Auditor's Bonus Report indicating that Employee wishes to exercise his right of review and verification. Within 10 business days after receipt of any such notice, (1) Employer shall make available to Employee and his representatives, at reasonable times during normal business hours, the books and records of Employer which are reasonably necessary to conduct such review and verification. Employee shall cause such review to be conducted and concluded as quickly as reasonably practicable and in such a manner so as not to unreasonably interfere with the business and operations of Employer. Any representatives conducting such review shall, prior to being given access to such books and records, be required to enter into confidentiality and non-disclosure agreements with Employer on terms and conditions satisfactory to Employer, acting reasonably. The costs of any bonus for the fiscal year preceding the fiscal year in which such termination occurs review shall be paid at borne by Employee unless the time and review indicates a discrepancy between the Bonus figure contained in the form such bonus would have been paid had Employee’s employment continued until Auditor's Bonus Report and the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonusfigure, if any, agreed to by Employer and Employee following such review of greater than 10%. If Employee and Employer shall be payable unable to resolve any dispute respecting any determination contained in any Auditor's Bonus Report, then any disputed matters ("Disputed Items") shall, within 20 days after Company’s accountants notice is delivered by Employee to Employer that there exist Disputed Items, be submitted to arbitration as set forth below. Within five (5) business days of Employee's delivery of written acceptance of the Auditor's Bonus Report (as may have determined been amended or adjusted pursuant to the sales foregoing procedures) to Employer, Employer shall pay Employee the Bonus in a lump sum, subject to Employer's statutory and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearcustomary withholdings.

Bonus. Should Company meet or exceed For each year during the sales, profits and other objectives established by the Compensation Committee for any fiscal yearTerm, Employee shall will be eligible to receive a bonus for such fiscal amount each year in the with a maximum amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent of One Hundred Fifty-Six Thousand (50%$156,000) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continuedper annum; provided, however, that Employee must be an employee on the payroll of the Company on December 31st of the year of the Term in which the event bonus is to be paid in order to be eligible for the bonus and if Employee's employment is terminated during the year for any reason, no bonus compensation shall be due or payable to Employee with respect to such calendar year. Notwithstanding the immediately preceding sentence, if Employee is employed by the Company until January 31, 2008, Employee shall be entitled to any bonus that would be earned and payable to Employee as of termination December 31, 2007 (for the 2007 bonus year), regardless of this Agreement because the fact that such Employee may not be an employee of Employee’s termination by the Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Controlsuch bonus award would otherwise be paid for such bonus year. The bonus, Employee’s target bonus for the fiscal year in which such termination occurs as set forth herein, shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which payable to Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b))Parent's filing of its Form 10-K for the previous year with the Securities and Exchange Commission. Notwithstanding anything herein For purposes of the bonus, the Company's audited revenue, including expense reimbursements to the contraryCompany, no for the fiscal year upon which such bonus shall is based ("Revenue") will be payable hereunder reduced by the Company's Operating Expenses to determine the Company's Profitability for purposes of the bonus payment; provided, however, Operating Expenses will not include any corporate overheard charges or amortization of acquisition related intangible assets. Operating Expenses will consist of the same category of expenses included in the December 31, 2002 audited financial statements of the Company. If the following levels of the Company's Profitability are met, then the following bonus will be payable: If, and in the event that Employee’s employment terminates for any other reason prior to that, the date on which any bonus is actually paid. Such bonusCompany's Profitability should equal or exceed $8,000,000, if any, then Employee shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such entitled to a bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th compensation of such year.$36,000;

Bonus. Should Company meet or exceed With respect to each fiscal year of Holdings that ends during the salesEmployment Period, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible to receive a from Holdings an annual performance bonus for such fiscal year in (the amount as determined "Annual Bonus") based upon Holdings' attainment of annual goals established by the Board or the Compensation Committee; provided however, the which may include Holdings' comparable store sales, earnings before interest, taxes, depreciation and amortization ("EBITDA") and/or cash generation goals. The Executive's target bonus opportunity established for Employee in any given fiscal year will Annual Bonus shall be set by the Compensation Committee at not less than fifty one hundred percent (50100%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable the Executive's Base Salary if Holdings meets targeted levels of performance to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereofthe Compensation Committee for the applicable year; provided that for the first fiscal year that ends following the Closing Date, and unless the Annual Bonus shall be no less than one hundred percent (to the extent consistent with Section 409A 100%) of the Code) a different payout schedule is applicable for all executive employees Executive's Base Salary paid from the Closing Date to such fiscal year end. The Board or the Compensation Committee will also establish threshold and stretch performance levels which, if achieved, will entitle the Executive to an Annual Bonus equal to such percentage of Company, any such bonus payment will Executive's Base Salary as established by the Board or the Compensation Committee. Any Annual Bonus earned shall be payable in a single, lump sum payment in full as soon as reasonably practicable following the calendar year that contains the April 30th immediately following such fiscal yeardetermination thereof, but in no event later than April 30th 15 of such year. In the event of termination of this Agreement following year (unless administratively impracticable to do so because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto 's results for the applicable fiscal yearyear had not yet been finalized) and in accordance with Holdings' normal payroll practices and procedures. Except as otherwise expressly provided in Section 4 hereof, which determination any Annual Bonus (or portion thereof) payable under this Section 3.2 shall not be binding earned and payable unless the Executive is employed by Holdings on the parties. Any last day of the period to which such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearAnnual Bonus relates.

Bonus. Should Company meet or exceed Immediately upon the sales, profits and other objectives established by the Compensation Committee for any fiscal yearcommencement of his employment with Xpedior, Employee shall be eligible to receive a an annual bonus for such fiscal year in (the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than "Incentive Bonus") of up to fifty percent (50%) of the Base Compensation paid to Employee under this Agreement based on Employee’s earned annual base pay 's meeting or exceeding certain performance objectives. The performance objectives for such fiscal the Incentive Bonus for the remainder of year 2000 shall be mutually agreed upon by no later than June 30, 2000, and for each subsequent calendar year shall be mutually agreed upon no later than March 31 of the applicable calendar year. Any bonus payable to Employee In each of these years, unless otherwise mutually agreed in writing, two thirds of the Incentive Bonus will be payable in cash, stock or stock options, or combination thereof, all as determined by based on meeting budgeted revenue expectations for the Board of Directors or any duly authorized committee thereofbudget year, and unless (to the extent consistent with Section 409A remainder for meeting an additional target goal. The President and Chief Executive Officer shall determine whether Employee has met or exceeded the performance objectives for each year. Incentive Bonuses will be paid on or before March 31 of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in year following the calendar year that contains during which the April 30th immediately following such fiscal year, but no later than April 30th of such year. In bonus criteria was achieved (the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)"Payout Date"), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, that up to 75% of the total Incentive Compensation will be advanced over one or more quarterly payments if the President and Chief Executive Officer determines that year-to- date performance is on track for meeting the established performance objectives for that year. If Employee's employment terminates prior to the Payout Date for any reason other than for Cause (as hereinafter defined), Xpedior will pro-rate and pay Employee the amount of unpaid portions of the Incentive Bonus which Employee has earned. If Employee is advanced any part of an Incentive Bonus in any year during the event which the President and Chief Executive Officer ultimately determines that performance objectives were not met or exceeded, then the amounts thus paid will be credited against the first dollars otherwise to be paid in Incentive Bonus in subsequent years or credited against any first dollars that may be owed to Employee by Xpedior, including payments owed in consequence of a termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearAgreement.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee The Executive shall be eligible entitled to receive a guaranteed minimum annual bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at of not less than fifty percent 100% of Base Salary (50%which, notwithstanding anything to the contrary, may exceed 100% of Base Salary at the discretion of the Board (unless a majority of the Class B Directors disapprove in good faith) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined based upon reasonable metrics supported by the Board Company’s outside compensation consultant, which consultant shall be approved by the Conflicts Committee (such approval not to be unreasonably withheld)) (the “Guaranteed Bonus”), for each of Directors or any duly authorized committee thereofcalendar year 2016 and calendar year 2017, and unless (to the extent consistent with Section 409A payable within 30 days of December 31 of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in that the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant Guaranteed Bonus with respect to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal calendar year in which such termination occurs 2016 shall be prorated reduced by the aggregate amount of cash bonuses received by the Executive in calendar year 2016 prior to the Effective Date. Each such Guaranteed Bonus shall be payable in a proportion of cash and common stock of the Company determined as follows: (i) 25% (or such greater portion as the Board and the Conflicts Committee of the Board (the “Conflicts Committee”) may approve based upon performance metrics proposed by the Board and approved by the Conflicts Committee) of the Guaranteed Bonus shall be payable in cash; provided, however, with respect to calendar year 2016 only, such cash portion shall be reduced (not below zero) by the aggregate amount of cash bonuses received by the Executive in calendar year 2016 prior to the Effective Date, and (ii) the remainder in fully vested shares of common equity of the Company, based on the number volume weighted average price for the 10-day period preceding the end of full calendar weeks during the applicable fiscal calendar year during which Employee was employed hereunder (or if the Company is not a public company (as defined in Section 6.5), based on the fair market value as of the end of the applicable calendar year as determined by an independent appraiser selected by the Board). For example purposes only, if the Executive receives $50,000 in cash bonuses in calendar year 2016 prior to the Effective Date and the Guaranteed Bonus with respect to the full 2016 calendar year is $500,000, the balance of the Guaranteed Bonus shall be equal to $450,000 and shall be paid within thirty (30) days payable in $75,000 cash and the remaining in equity, unless metrics are achieved entitling a cash payment in lieu of such termination (subject to any delay in payout required under Section 4.2(b))equity. Notwithstanding anything herein the foregoing, (i) if the Board proposes reasonable performance metrics in good faith to the contraryConflicts Committee, no bonus and the Conflicts Committee does not review the proposal in good faith and/or unreasonably or in bad faith rejects such performance metrics, then the related Guaranteed Bonus (reduced as applicable) shall be payable hereunder 100% in cash, (ii) if the event that Employee’s employment terminates Board fails to propose reasonable metrics in good faith to the Conflicts Committee for any other reason prior to period, then the date on which any bonus is actually paid. Such bonus, if any, Guaranteed Bonus for such period shall be payable after Company’s accountants have determined the sales 25% in cash and profits 75% in equity, and have issued their audit report with respect thereto for (iii) if 100% of the applicable fiscal yearperformance metrics are achieved, which determination such related Guaranteed Bonus (reduced as applicable) shall be binding on the partiespayable 100% in cash. Any such All bonus payments shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearsubject to all applicable withholding requirements.

Bonus. Should Company meet or exceed For fiscal year 2007, in addition to the salesBase Salary, profits and other objectives established the Executive shall be eligible to earn an annual target cash bonus of an additional Three Hundred Twenty Thousand Dollars ($320,000) based upon criteria agreed to by the Compensation Committee for any fiscal yearand the Executive as of the date hereof, Employee which bonus shall be eligible to receive a bonus pro-rated for such fiscal year in 2007 based upon the percentage of fiscal year 2007 that the Executive shall have been employed by the Company following the Effective Date pursuant hereto, and the amount of such bonus as determined so pro-rated shall be payable by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (Company to the extent consistent with Section 409A Executive pursuant to the OIP (as defined below) within a reasonable time following the end of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability Outside Payment Date (as defined by Section 4.1(bbelow). During the Term, in addition to the Base Salary, for each fiscal year (after fiscal year 2007) of the Company ending during the Term, the Executive shall be eligible to earn an annual target cash bonus of 40% (after meeting threshold performance criteria), termination by Company without Cause pursuant 80% (after meeting target performance criteria) and up to Section 4.1(c), or pursuant to Employee120% (after meeting maximum performance criteria) of the Executive’s right to terminate this Agreement for Good Reason under Section 4.1(d), Base Salary (1the “Target Bonus Amount”) any bonus for the payable during such fiscal year preceding based upon criteria to be reasonably established not later than the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within first thirty (30) days of such termination that fiscal year by the Compensation Committee in consultation with Executive (subject to any delay in payout required under Section 4.2(bthe “Annual Bonus”)). Notwithstanding anything herein to the contrary, no which bonus shall be payable hereunder in pursuant to the event that Employee’s employment terminates OIP. The Annual Bonus actually earned for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, fiscal year shall be payable determined by the Compensation Committee in good faith and paid to Executive within a reasonable time after the end of the fiscal year, but in no event later than thirty (30) days (the “Outside Payment Date”) following completion of the Company’s accountants have determined the sales and profits and have issued their financial statement audit report with respect thereto for the applicable fiscal year, which determination the Company shall be binding on endeavor in good faith to complete within three months of the partieslast day of the applicable fiscal year. Any such Notwithstanding the foregoing, if the Outside Payment Date is later than 120 days after the end of the fiscal year, the Company will pay the portion of Executive’s bonus that the Compensation Committee is able to determine that Executive is entitled to (if any) no later than the 120 days after the end of the fiscal year and the remaining portion, if any, of Executive’s Annual Bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearthe Outside Payment Date.

Bonus. Should Company meet or exceed the its sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation CommitteeCommittee of the Board of Directors; provided however, the target however such potential bonus opportunity established for Employee in any given fiscal year will shall be set by the Compensation Committee at such that, if Company exceeds its objectives, Company will pay Employee an amount not less than fifty percent (50%) 125% of Employee’s earned annual base pay compensation; and provided further that for fiscal 2011 only, Employee’s potential bonus opportunity shall be reduced to 100% of Employee’s base compensation. Such bonus opportunity will be sufficiently large that if Employee achieves such fiscal yearbonus, she will be Company’s highest paid employee. Any bonus payable to Employee will be payable in cash, stock or stock options, options or combination thereof, all as determined by the Board of Directors or of any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such yearpayment. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), 4.1(d) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d4.1(e), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in within seventy-five (75) days after the end of each calendar year or thirty (30) days after the issuance of the auditor’s report, whichever is later, regardless of Employee’s employment status at the time payment is due. If timely payment is not made, Company shall indemnify Employee against any additional tax liability that contains Employee may incur proximately as a result of the April 30 immediately following such payment being made late. Notwithstanding anything to the contrary herein, in no event shall Employee actually receive a bonus in any fiscal yearyear of less than an amount, but no later than April 30th when paid, as would render her the most highly compensated executive at the Company by at least one dollar ($1.00) in terms of such yearcash compensation (base salary plus the cash component of her bonus). For avoidance of doubt, Employee shall be the highest paid executive within Company during each fiscal year of her employment, beginning with Fiscal Year 2005.

Bonus. Should Company meet or exceed the its sales, profits and other objectives established as set forth on EXHIBIT 3(c) attached hereto for the fiscal year beginning January 2, 2001 and ending December 31, 2001, Employee shall receive a bonus for such fiscal year equal to 35% of Employee's actual annual Base Salary paid during such fiscal year, such bonus to be payable in cash, stock or stock options, or combinations thereof, as agreed to by the Compensation Committee Board of Directors and Employee. Should Company exceed its sales, profits and other objectives as agreed upon between Employee and Board of Directors at the beginning of each calendar year for any fiscal yearyear thereafter during the Employment Period, Employee shall be eligible entitled to receive a bonus for such fiscal year in equal to an amount agreed upon by Employee and the amount as determined by the Compensation Committee; provided howeverBoard of Directors, the target such bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined agreed to by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any Employee; provided that in no event shall such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following less than 35% of Employee's actual annual Base Salary paid during such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s 's death or disability (as defined by Section 4.1(bparagraph 4(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s 's right to terminate this Agreement for Good Reason under Section 4.1(d)paragraph 4, (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s 's accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in within one hundred twenty (120) days after the end of each calendar year that contains or thirty (30) days after the April 30 immediately following such issuance of the auditor's report, whichever is later, regardless of Employee's employment status at the time payment is due. For the period after the fiscal year ending December 31, 2001, Employee's bonus shall be based upon Company exceeding sales and profit objectives as agreed upon between Employee and Board of Directors at the beginning of each calendar year. The objectives and formula for determining bonuses, but no later than April 30th once agreed upon, shall be put in writing and signed by Employee and Board of such year.Directors

Bonus. Should Company meet or exceed For fiscal year 2007, in addition to the salesBase Salary, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Executive shall be eligible to receive a earn an annual target cash bonus of up to 75% of the Base Salary based upon criteria agreed to by the CFO of the Company and the Executive as of the date hereof, which bonus shall be pro-rated for such fiscal year in 2007 based upon the percentage of fiscal year 2007 that the Executive shall have been employed by the Company following the Effective Date pursuant hereto, and the amount of such bonus as determined so pro-rated shall be payable by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (Company to the extent consistent with Section 409A Executive within a reasonable time following the end of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability Outside Payment Date (as defined by Section 4.1(bbelow). During the Term, in addition to the Base Salary, for each fiscal year (after fiscal year 2007) of the Company ending during the Term, the Executive shall be eligible to earn an annual target cash bonus of 25% (after meeting threshold performance criteria), termination by Company without Cause pursuant 50% (after meeting target performance criteria) and up to Section 4.1(c), or pursuant to Employee75% (after meeting maximum performance criteria) of the Executive’s right to terminate this Agreement for Good Reason under Section 4.1(d), Base Salary (1the “Target Bonus Amount”) any bonus for the payable during such fiscal year preceding based upon criteria to be reasonably established not later than the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within first thirty (30) days of such termination that fiscal year by the CEO in consultation with Executive (subject to any delay in payout required under Section 4.2(bthe “Annual Bonus”)). Notwithstanding anything herein to the contrary, no which bonus shall be payable hereunder in pursuant to the event that Employee’s employment terminates OIP. The Annual Bonus actually earned for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, fiscal year shall be payable determined by the CEO of the Company in good faith and paid to Executive within a reasonable time after the end of the fiscal year, but in no event later than thirty (30) days (the “Outside Payment Date”) following completion of the Company’s accountants have determined the sales and profits and have issued their financial statement audit report with respect thereto for the applicable fiscal year, which determination the Company shall be binding on endeavor in good faith to complete within three months of the partieslast day of the applicable fiscal year. Any such Notwithstanding the foregoing, if the Outside Payment Date is later than 120 days after the end of the fiscal year, the Company will pay the portion of Executive’s bonus that the CEO is able to determine that Executive is entitled to (if any) no later than the 120 days after the end of the fiscal year and the remaining portion, if any, of Executive’s Annual Bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearthe Outside Payment Date.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, however the target potential bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at such that, if the Company exceeds its objectives, the Company will pay Employee not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of the Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such yearpayment. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by the Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, hereunder and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no No bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason termination of employment by Executive prior to the date on which any bonus is actually paidlast day of a fiscal year. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in within seventy-five (75) days after the end of each calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th regardless of such yearEmployee’s employment status at the time payment is due. If timely payment is not made, the Company shall indemnify the Employee against any additional tax liability that the Employee may incur proximately as a result of the payment being made after the seventy-five day period.

Bonus. Should Company meet or exceed In addition to the salesBase Salary, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a for an annual bonus for such each completed fiscal year of the Company during the term hereof (the "Bonus"). The amount of each Bonus shall be equal to twenty-five percent (25%) of any increase for that fiscal year in the amount consolidated stockholder equity of Amen Properties, Inc. directly attributed to the financial results of the Company's REP business as determined by the Compensation CommitteeCompany's independent accountants in accordance with generally accepted accounting principles; provided howeverprovided, that if there is a decrease for any fiscal year in such consolidated stockholder equity, the target bonus opportunity established for Employee amount of such decrease shall be subtracted from any increase in any given subsequent fiscal year will be set by and the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay Bonus for such subsequent fiscal yearyear(s) shall be calculated based upon the net increase, if any, after subtracting the amount of such decrease. Any bonus payable to Employee will Such Bonuses shall be payable in cash, stock or stock options, or combination thereof, all as determined by paid within forty-five (45) days of the Board end of Directors or any duly authorized committee thereofeach fiscal year of the Company, and unless (may be paid, at the Employee's option upon written notice to the extent consistent with Section 409A Company, either in cash or in shares of the Code) Company's Common Stock, $.01 par value, of Amen Properties, Inc. (the "Company Common Stock"), having a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability Market Value (as defined by Section 4.1(b)), termination by Company without Cause pursuant below) equal to Section 4.1(c)the amount of the payment due, or pursuant a combination thereof; provided, that the Company shall have the option to pay the Bonus, or any portion thereof, in cash notwithstanding the Employee’s right 's election of payment in shares of Company Common Stock if the Company has a good faith belief that the issuance of such shares may cause the Company to terminate this Agreement for Good Reason risk the loss of any of its net operating loss carryforward under Section 4.1(d)the Internal Revenue Code and applicable Treasury Regulations. As used herein, (1i) any bonus "Market Value" shall be $3.20 per share for the fiscal year preceding the fiscal year in which such termination occurs ended December 31, 2004 and thereafter shall be paid at calculated using a price per share equal to the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus average closing price for the fiscal year in which such termination occurs shall be pro-rated based Company Common Stock on the number of full calendar weeks during Nasdaq Stock Market (or other exchange or securities quotation service on which the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance Company Common Stock is Publicly Traded) for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(ctwenty (20) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) trading days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date of issuance of the shares as payment required by this Section 4(b), and (ii) "Publicly Traded" means a security that is listed or admitted to unlisted trading privileges on which a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. ("NASD") or if sales or bid and offer quotations are reported for that class of stock in the automated quotation system operated by the NASD. The Employee acknowledges and agrees that the Company will not be required to register under applicable securities laws any bonus is actually paid. Such bonusshares of Company Common Stock issued to him under this Agreement, that, if anyunregistered, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th transfer of such yearstock will be restricted under applicable securities laws, and that he understands and accepts all risks associated with owning shares of Company Common Stock, including without limitation those related to such restrictions on transfer.

Bonus. Should Company meet or exceed the its sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation CommitteeCommittee of the Board of Directors; provided however, the target however such potential bonus opportunity established for Employee in any given fiscal year will shall be set by the Compensation Committee at such that, if Company exceeds its objectives, Company will pay Employee an amount not less than fifty percent (50%) 125% of Employee’s earned annual base pay for compensation. Such bonus opportunity will be sufficiently large that if Employee achieves such fiscal yearbonus, she will be Company’s highest paid employee. Any bonus payable to Employee will be payable in cash, stock or stock options, options or combination thereof, all as determined by the Board of Directors or of any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such yearpayment. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), 4.1(d) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d4.1(e), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in within seventy-five (75) days after the end EXHIBIT 10.4.1 of each calendar year or thirty (30) days after the issuance of the auditor’s report, whichever is later, regardless of Employee’s employment status at the time payment is due. If timely payment is not made, Company shall indemnify Employee against any additional tax liability that contains Employee may incur proximately as a result of the April 30 immediately following such payment being made late. Notwithstanding anything to the contrary herein, in no event shall Employee actually receive a bonus in any fiscal yearyear of less than an amount, but no later than April 30th when paid, as would render her the most highly compensated executive at the Company by at least one dollar ($1.00) in terms of such yearcash compensation (base salary plus the cash component of her bonus). For avoidance of doubt, Employee shall be the highest paid executive within Company during each fiscal year of her employment, beginning with Fiscal Year 2005.

Bonus. Should Company meet In addition to the Base Salary, Executive shall, subject to such performance criteria as have been or exceed shall be determined by the salesCompensation Committee of the Board (the “Annual Performance Criteria”), profits be eligible to receive an annual bonus in an amount equal to 50% of Executive’s Base Salary if such Annual Performance Criteria are satisfied (the “On-Target Annual Bonus”). In addition, Executive shall be eligible to receive an additional bonus amount up to 50% of Executive’s Base Salary (the “Above-Target Annual Bonus”) if the Annual Performance Criteria are exceeded, such amount to be determined based upon the conditions and formulae established by the Compensation Committee. The Annual Performance Criteria and the formulae to determine Executive’s Above-Target Annual Bonus shall be established from time to time by the Compensation Committee of the Board in connection with its calendar-year market and performance assessments described in Section 3(a). The On-Target Annual Bonus and the Above-Target Annual Bonus shall be referred to herein as the “Bonus” Any Bonus shall be paid to Executive less applicable withholding. Within thirty (30) days of the beginning of each calendar year during the Period of Employment (or such other objectives period of time as shall be reasonably established by the Compensation Committee for any fiscal of the Board), the Compensation Committee of the Board and Executive shall agree upon performance criteria upon which the Bonus shall be based. The Employer shall pay the Bonus, if so earned by satisfaction of such criteria, on or after January 1 of the following calendar year, Employee but in no event later than January 30th of such year (or such later date as shall be reasonably established by the Compensation Committee of the Board). For purposes of clarification, Employer hereby acknowledges that for fiscal 2008, Executive shall be eligible to receive a bonus for such fiscal year in Bonus which shall be based upon the amount as determined by the Compensation Committee; provided however, the target bonus opportunity performance criteria that have already been established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paidExecutive’s Services Start Date. Such bonusFor 2008, Executive’s Bonus, if any, shall be payable after Companycalculated in accordance with Section 3(b) above and with the formulas adopted by the Compensation Committee applicable to Employer’s accountants have determined other executive management. Executive’s 2008 Bonus, if any, shall then be pro rated based upon the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th number of such yeardays Executive is employed by Employer during 2008.

Bonus. Should In addition to the amounts to be paid to the Executive pursuant to Section 3.1, if the Company meet achieves 100% or exceed more of the salesCompany’s target objectives for a fiscal year of the Company (130% for fiscal years beginning after 2008), profits such target objectives which are recommended by the Executive and other objectives established approved by the Compensation Committee for any fiscal of the Board (the “Compensation Committee”) not later than March 31 of such year, Employee the Executive shall be eligible receive an annual bonus (an “Annual Bonus”) equal to receive a bonus for the product of (i) the Executive’s Base Salary at the rate in effect at the beginning of such fiscal year and (ii) 100% (130% for fiscal years beginning after 2008). Should the Company achieve objectives in the amount as determined a fiscal year which are recommended by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set Executive and approved by the Compensation Committee at not less later than fifty percent March 31 to be significantly beyond expectations for the Company’s performance for such year, the 100% multiplier (50%130% for fiscal years beginning after 2008) set forth in clause (ii) of Employee’s earned annual base pay the preceding sentence shall be increased up to a maximum of two (2) times the foregoing multiplier. Upon recommendation by the Executive and approval by the Compensation Committee not later than March 31 of the year to which it relates, a formula will be established to provide for such fiscal yearrecognition of threshold objectives below the target and for pro rata awards between the threshold award opportunity and the maximum award opportunity. Any bonus payable to Employee will Annual Bonus earned hereunder shall be payable in cash, stock or stock options, or combination thereof, all as determined by not later than two and one-half months following the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A end of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable fiscal year to which it relates. Except in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of a termination of this Agreement because of Employeethe Executive’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause employment pursuant to Section 4.1(c)4.4, or pursuant to Employeein the event that the Executive’s right to employment shall terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for other than on a date which is the last day of a fiscal year preceding of the Company, the Executive’s Annual Bonus with respect to the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs terminates shall be prorated based on at target for the actual number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that EmployeeExecutive’s employment terminates for any other reason prior to by the date on which any bonus is actually paid. Such bonusCompany during such fiscal year, and such Annual Bonus, if any, shall be payable after Company’s accountants have determined on the sales and profits and have issued their audit report with respect thereto for date that executive bonuses are paid generally, whether or not the applicable fiscal yearExecutive remains employed on such date, which determination provided, however, that payment shall be binding on made not later than two and one-half months following the partiesend of the fiscal year to which it relates. Any such bonus The Executive shall be paid entitled to no Annual Bonus in respect of the calendar fiscal year that contains of the April 30 immediately following Company in which his Employment terminates if such fiscal year, but no later than April 30th of such yeartermination is pursuant to Section 4.4.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, The Employee shall be eligible to receive a bonus for such fiscal year participate in the amount as determined by Company’s incentive plan applicable to senior executives at a level such that he will have the Compensation Committee; provided howeverpotential to earn a cash bonus, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty target, of forty percent (5040%) of Employee’s earned her annual base pay for salary during such fiscal year. Any The amount of such cash bonus payable to Employee will shall be payable in cash, stock or stock options, or combination thereof, all as determined by the Board in its sole discretion, based upon the achievement of Directors the Employee and/or the Company of management objectives to be reasonably established by the Board and the CEO in consultation with the Employee. These management objectives shall consist of both financial and scientific goals and shall be specified in writing by the Board, and a copy shall be given to the Employee prior to the commencement of the applicable year. The Employee acknowledges there is no assurance that the terms of the incentive plan will remain unchanged or will in any future year provide the same benefits as it has in past years (or any duly authorized committee thereofbenefits or payments at all) and that the Company may, and unless (at its discretion, revise the terms of the incentive plan in advance for any upcoming fiscal year as it applies to the extent consistent with Section 409A Employee, provided always that the Employee will be entitled to participate in any incentive plan made available to senior executives of the Code) Company. Employee generally must continue to be employed through the date the bonus is paid in order to earn a different payout schedule is applicable bonus for all executive employees of Companyany particular year, unless the Board determines, in its sole discretion, that the Employee has earned a bonus prior to such time. In such event, any such bonus payment will be payable in a single, lump sum payment in paid to the calendar year that contains the April 30th immediately following such fiscal year, but Employee no later than April 30th the later of: (i) the fifteenth (15th) day of such year. In the event third (3rd) month following the close of termination of this Agreement because of Employeethe Company’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at bonus payment is earned or (ii) March 15 following the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal calendar year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount payment is earned; provided that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event the Board, in its sole discretion, determines to make a bonus payment upon an event described in Section 5.2 or Section 5.3 below, such amount will be paid as soon as determinable and in no event later than March 15 of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for year following the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty Employee’s “Separation from Service” (30) days of such termination (subject as defined under U.S. Treasury Regulation Section 1.409A-1(h), without regard to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearalternative definition thereunder) occurs.

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee The Executive shall be eligible entitled to receive a guaranteed minimum annual bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at of not less than fifty percent 100% of Base Salary (50%which, notwithstanding anything to the contrary, may exceed 100% of Base Salary at the discretion of the Board (unless a majority of the Class B Directors disapprove in good faith) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined based upon reasonable metrics supported by the Board Company’s outside compensation consultant, which consultant shall be approved by the Conflicts Committee (such approval not to be unreasonably withheld)) ) (the “Guaranteed Bonus”), for each of Directors or any duly authorized committee thereofcalendar year 2016 and calendar year 2017, and unless (to the extent consistent with Section 409A payable within 30 days of December 31 of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in that the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant Guaranteed Bonus with respect to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal calendar year in which such termination occurs 2016 shall be prorated reduced by the aggregate amount of cash bonuses received by the Executive in calendar year 2016 prior to the Effective Date. Each such Guaranteed Bonus shall be payable in a proportion of cash and common stock of the Company determined as follows: (i) 25% (or such greater portion as the Board and the Conflicts Committee of the Board (the “Conflicts Committee”) may approve based upon performance metrics proposed by the Board and approved by the Conflicts Committee) of the Guaranteed Bonus shall be payable in cash; provided, however, with respect to calendar year 2016 only, such cash portion shall be reduced (not below zero) by the aggregate amount of cash bonuses received by the Executive in calendar year 2016 prior to the Effective Date, and (ii) the remainder in fully vested shares of common equity of the Company, based on the number volume weighted average price for the 10-day period preceding the end of full calendar weeks during the applicable fiscal calendar year during which Employee was employed hereunder (or if the Company is not a public company (as defined below), based on the fair market value as of the end of the applicable calendar year as determined by an independent appraiser selected by the Board). For example purposes only, if the Executive receives $50,000 in cash bonuses in calendar year 2016 prior to the Effective Date and the Guaranteed Bonus with respect to the full 2016 calendar year is $375,000, the balance of the Guaranteed Bonus shall be equal to $325,000 and shall be paid within thirty (30) days payable in $43,750 cash and the remaining in equity, unless metrics are achieved entitling a cash payment in lieu of such termination (subject to any delay in payout required under Section 4.2(b))equity. Notwithstanding anything herein the foregoing, (i) if the Board proposes reasonable performance metrics in good faith to the contraryConflicts Committee, no bonus and the Conflicts Committee does not review the proposal in good faith and/or unreasonably or in bad faith rejects such performance metrics, then the related Guaranteed Bonus (reduced as applicable) shall be payable hereunder 100% in cash, (ii) if the event that Employee’s employment terminates Board fails to propose reasonable metrics in good faith to the Conflicts Committee for any other reason prior to period, then the date on which any bonus is actually paid. Such bonus, if any, Guaranteed Bonus for such period shall be payable after Company’s accountants have determined the sales 25% on cash and profits 75% in equity, and have issued their audit report with respect thereto for (iii) if 100% of the applicable fiscal yearperformance metrics are achieved, which determination such related Guaranteed Bonus (reduced as applicable) shall be binding payable 100% in cash. All bonus payments shall be subject to all applicable withholding requirements. For purposes of this Section 4.2, an entity is a “public company” if it has a class of equity securities listed on a national securities exchange or quoted on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearFinancial Industry Regulatory Authority’s OTC Bulletin Board or OTC Markets Group Inc.’s OTCQX or OTCQB (or any successors thereto).

Bonus. Should Company meet or exceed During the salesTerm only, profits and other objectives established by the Compensation Committee for any fiscal year, Employee Contractor shall be eligible for an annual bonus for each fiscal year of the Company (a “Bonus”), subject to receive the terms and conditions of this Section 4.2. The payment and amount of any Bonus for a bonus given fiscal year shall be based on performance targets mutually agreed upon by the Parties in writing for such fiscal year in (the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year“Annual Performance Targets”). Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus The Annual Performance Targets for the fiscal year in which such termination the Effective Date occurs shall be established within forty-five (45) days after the Effective Date, and the Annual Performance Targets for each subsequent fiscal year shall be established within forty-five (45) days after the beginning of such fiscal year. If the Company’s performance meets, but does not exceed, the Annual Performance Targets for a given fiscal year, the amount of the Bonus for such fiscal year shall equal 140% of the annualized rate of the Cash Fee in effect as of the end of such fiscal year. If the Company’s performance exceeds the Annualized Performance Targets for a given fiscal year, the amount of the Bonus for such fiscal year shall equal 140% of the annualized rate of the Cash Fee in effect as of the end of such fiscal year, plus an additional 1% of such annualized rate for each 1% by which the Company’s performance exceeds the Annualized Performance Targets for such fiscal year. If the Company’s performance fails to meet the Annualized Performance Targets for a given fiscal year, the amount of the Bonus for such fiscal year shall equal 140% of the annualized rate of the Cash Fee in effect as of the end of such fiscal year, less 2% of such annualized rate for each 1% by which the Company’s performance failed to meet the Annualized Performance Targets for such fiscal year, provided, however, that Contractor shall not be eligible for any Bonus for a given fiscal year in which the Company’s performance was less than or equal to 70% of the Annualized Performance Targets for such fiscal year. Provided Contractor has not been terminated under Section 8.3 below (for Cause by the Company) prior to the payment thereof, Contractor shall be eligible for (i) a Bonus for each fiscal year on the last day of which Contractor is engaged hereunder and (ii) if Contractor’s engagement hereunder is terminated other than on the last day of a fiscal year, a pro-rated Bonus for the fiscal year during which Contractor’s engagement hereunder is terminated, based on the number of full calendar weeks months Contractor was engaged hereunder during the applicable such fiscal year. Any Bonus earned for any full or partial fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar following fiscal year that contains within 30 days after the April 30 immediately following such fiscal yearCompany’s audited financial statements are issued, but in no event later than April June 30th of such year.following fiscal year regardless of whether such audited financial statements are issued by such date. Company Initials:____ Contractor Initials:____

Bonus. Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, The Employee shall be eligible to receive a bonus for such fiscal year participate in the amount as determined by Company’s incentive plan applicable to senior executives at a level such that he will have the Compensation Committee; provided howeverpotential to earn a cash bonus, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty target, of forty percent (5040%) of Employee’s earned his annual base pay for salary during such fiscal year. Any The amount of such cash bonus payable to Employee will shall be payable in cash, stock or stock options, or combination thereof, all as determined by the Board in its sole discretion, based upon the achievement of Directors the Employee and/or the Company of management objectives to be reasonably established by the Board and the CEO. These management objectives shall consist of both financial and scientific goals and shall be specified in writing by the Board, and a copy shall be given to the Employee prior to the commencement of the applicable year. The bonus objectives for 2013 will be as set out in Appendix “B”. The Employee acknowledges there is no assurance that the terms of the incentive plan will remain unchanged or will in any future year provide the same benefits as it has in past years (or any duly authorized committee thereofbenefits or payments at all) and that the Company may, and unless (at its discretion, revise the terms of the incentive plan in advance for any upcoming fiscal year as it applies to the extent consistent with Section 409A Employee, provided always that the Employee will be entitled to participate in any incentive plan made available to senior executives of the Code) Company. Employee generally must continue to be employed through the date the bonus is paid in order to earn a different payout schedule is applicable bonus for all executive employees of Companyany particular year, unless the Board determines, in its sole discretion, that the Employee has earned a bonus prior to such time. In such event, any such bonus payment will be payable in a single, lump sum payment in paid to the calendar year that contains the April 30th immediately following such fiscal year, but Employee no later than April 30th the later of: (i) the fifteenth (15th) day of such year. In the event third (3rd) month following the close of termination of this Agreement because of Employeethe Company’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at bonus payment is earned or (ii) March 15 following the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal calendar year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount payment is earned; provided that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event the Board, in its sole discretion, determines to make a bonus payment upon an event described in Section 5.2 or Section 5.3 below, such amount will be paid as soon as determinable and in no event later than March 15 of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for year following the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty Employee’s “Separation from Service” (30) days of such termination (subject as defined under U.S. Treasury Regulation Section 1.409A-1(h), without regard to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following such fiscal year, but no later than April 30th of such yearalternative definition thereunder) occurs.

Bonus. Should Company meet or exceed the salesAs of April 1, profits 2016 and other objectives established by the Compensation Committee for any fiscal yeareach year thereafter while he is employed, Employee Executive shall be eligible to receive a an annual performance-based bonus for such fiscal year in under the amount as determined Company’s short-term incentive compensation plan based on the attainment of annual performance targets to be mutually agreed upon by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by Executive and the Board of Directors consisting of a target amount equal to 100% of Executive’s then applicable Base Salary (the “Annual Bonus”). The Annual Bonus shall be paid or any duly authorized committee thereofissued, and unless (to as applicable, within three months following the extent consistent with Section 409A end of the Code) a different payout schedule is applicable for all executive employees of Company, any such bonus payment will be payable in a single, lump sum payment in the calendar year that contains the April 30th immediately following such fiscal year, but no later than April 30th of such year. In the event of termination of this Agreement because of Employee’s death or disability (as defined by Section 4.1(b)), termination by Company without Cause pursuant to Section 4.1(c), or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d), (1) any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at bonus was earned, provided that if by such time the time determination of whether the Annual Bonus was earned (and in the form such bonus would have been paid had Employee’s employment continued until calculation of the payment dateamount thereof) is not complete, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonusAnnual Bonus, if any, shall be payable paid as soon as practicable after Company’s accountants have determined such determination and calculation is complete, but in no event later than the sales and profits and have issued their audit report with respect thereto last day of December in which the fiscal year end occurs. If (a) Executive is employed by the Company for the applicable at least nine months of a fiscal year, which determination shall be binding but not on the parties. Any such bonus shall be paid in the calendar year that contains the April 30 immediately following last day of such fiscal year, but no later (b) Executive’s employment is terminated by the Company for reasons other than April 30th Cause (as defined in Section 9(f) below) or Executive resigns with Good Reason (as defined in Section 9(h) below) or by reason of his death or Disability, and (c) based on the results of operations and financial performance of the Company for the entire fiscal year, Executive would have been entitled to an Annual Bonus in respect of such fiscal year had Executive remained employed by the Company on the last day of such fiscal year, Executive shall be entitled to a pro-rata portion of the Annual Bonus (payable at the time set forth above) based upon the portion of the fiscal year during which Executive was employed (e.g., 9 months of employment = 75% of Annual Bonus). As of April 1, 2016 and each year thereafter while he is employed, Executive shall be eligible to receive equity awards pursuant to the Company’s long-term incentive program (the “Annual Equity Awards”). The form and substance of the Annual Equity Awards, including but not limited to applicable performance metrics, performance targets, grant dates and vesting periods, shall be mutually agreed upon by the Executive and the Board of Directors and subject to such further terms and conditions set forth in the award agreements applicable to the Annual Equity Awards. The aggregate target grant date fair value of the Annual Equity Awards shall be equal to 100% of Executive’s then applicable Base Salary. In addition, Executive shall receive (i) a one-time cash bonus in the amount of $200,000, which shall be paid on the commencement of his employment with the Company and (ii) a one-time equity bonus consisting of restricted stock units with a grant date fair value equal to $420,000. The one-time equity bonus shall vest in full on April 12, 2016 and shall be subject to such further terms and conditions as set forth in a separate restricted stock unit award agreement.

Bonus. Should Company meet or exceed the its sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; Committee of the Board of Directors. For the current fiscal year, Employee will participate in the Chiefs Bonus plan previously approved by the compensation committee of the Board of Directors, provided howeverin no event shall Employee's bonus for the current fiscal year be less than $250,000. In future years, the target such bonus opportunity established for Employee in any given fiscal year will not be set by the Compensation Committee at not less than fifty percent (50%) of the Employee’s earned 's annual base pay for such fiscal year. Any bonus payable to Employee will be payable in cash, stock or stock options, or combination thereof, all as determined by the Board of Directors or any duly authorized committee thereof, and unless (to the extent consistent with Section 409A of the Code) a different payout schedule is applicable for all executive employees of the Company, any such bonus payment will be payable in a single, lump sum payment in payment. For the calendar year that contains the April 30th immediately following such current fiscal year, but no later than April 30th of such year. In and in the event of termination of this Agreement because of Employee’s 's death or disability (as defined by Section 4.1(b)), termination by the Company without Cause pursuant to Section 4.1(c), ) or pursuant to Employee’s 's right to terminate this Agreement for Good Reason under Section 4.1(d), (1) the bonus criteria shall not change and any bonus for the fiscal year preceding the fiscal year in which such termination occurs shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued until the payment date, and (2) the bonus for the fiscal year in which such termination occurs shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder, based on the bonus amount that Employee would have earned based on actual performance for the fiscal year had Employee’s employment not terminated, and shall be paid at the time and in the form such bonus would have been paid had Employee’s employment continued; provided, however, in the event of termination of this Agreement because of Employee’s termination by Company without Cause pursuant to Section 4.1(c) or pursuant to Employee’s right to terminate this Agreement for Good Reason under Section 4.1(d) and such termination is on the date of a Change in Control or during a period of twenty-four (24) months after a Change in Control, Employee’s target bonus for the fiscal year in which such termination occurs shall be prorated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder and shall be paid within thirty (30) days of such termination (subject to any delay in payout required under Section 4.2(b)). Notwithstanding anything herein to the contrary, no bonus shall be payable hereunder in the event that Employee’s employment terminates for any other reason prior to the date on which any bonus is actually paid. Such bonus, if any, shall be payable after Company’s 's accountants have determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid in within one hundred twenty (120) days after the end of each calendar year that contains or thirty (30) days after the April 30 immediately following such fiscal yearissuance of the auditor's report, but no later than April 30th whichever is later, regardless of such yearEmployee's employment status at the time payment is due.