Common use of Bonuses Clause in Contracts

Bonuses. (a) Executive shall be eligible to receive such bonuses as are approved by the Compensation Committee of the Board of Directors of the Company; provided that Executive shall be eligible to receive a bonus of up to 75% of the Base Salary each year pursuant to such bonus plans as may be approved by the Compensation Committee (the "Bonus"). Except as otherwise provided herein, up to 50% of the Bonus will be awarded in connection with the achievement of a Company earnings per share ("EPS") target (the "EPS Bonus") and the remainder of the Bonus shall be subject to the absolute discretion of the Committee based upon the Committee's subjective judgment. (b) Except as set forth below, the Company EPS target for determination of Executive's EPS Bonus shall be determined in the sole discretion of the Committee, provided that the EPS target used to determine Executive's EPS Bonus shall be identical to the EPS target used to determine the EPS Bonuses for the other executive officers of the Company. For the calendar year ending December 31, 1998, the EPS Bonus will 1 (c) The Bonus for any year shall be paid within a reasonable period of time after the EPS for such year has been determined, but in no event later than 75 days after the last day of such year. Executive must be employed by the Company (or an affiliate) on the date any Bonus is paid to be eligible to receive such Bonus and, if Executive is not employed by the Company (or an affiliate) on the date any Bonus is paid for any reason whatsoever, Executive shall not be entitled to receive such Bonus; provided, however, that in the event Executive (i) dies, (ii) is terminated by the Company by reason of Disability (as defined below), (iii) is terminated without Material Cause (as defined below) following a Change of Control (as defined below), or (iv) resigns following Constructive Discharge (as defined below) following a Change of Control, Executive shall be entitled to receive a pro rated Bonus for that portion of any year prior to such termination (or for the whole year and a portion of a year if such termination occurs after December 31 of any year and prior to the date on which the Bonus for such year is paid) regardless of whether Executive is employed on the date such Bonus is paid. Any such prorated Bonus shall be paid at such time as bonuses for such year are otherwise paid. Section 3.

Bonuses. (ai) During the Term of Employment, the Executive shall participate in the Company’s annual incentive compensation program pursuant to and under the Company’s 2005 Executive Incentive Compensation Plan, or such other plan, program and/or arrangements applicable to senior-level executives as established and modified from time to time by the Compensation Committee of the Board in its sole discretion. During the Term of Employment, the Executive shall have a threshold bonus opportunity under such plan or program equal to 30% of his current Base Salary, a Target Bonus opportunity under such plan or program equal to 40% of his current Base Salary, and a maximum bonus under such plan or program equal to 50% of his current Base Salary, in each case based on satisfaction of performance criteria to be eligible established by the Compensation Committee of the Board at the beginning of each fiscal year that begins during the Term of Employment. Payment of annual incentive compensation awards shall be made in the same manner and at the same time that other senior-level executives receive their annual incentive compensation awards. (ii) For the Bonus Period in which the Executive’s employment with the Company terminates for any reason other than by the Company for Cause under Section 6(b) hereof or by the Executive without Good Reason under Section 6(g) hereof, the Company shall pay the Executive a pro rata portion (based upon the period ending on the date on which the Executive’s employment with the Company terminates) of the Target Bonus for the Bonus Period in which such termination of employment occurs; provided, however, that (A) the Bonus Period shall be deemed to receive such bonuses as are end on the last day of the fiscal quarter of the Company in which the Executive’s employment so terminates, and (B) the business criteria used to determine the bonus for this short Bonus Period shall be annualized and shall be determined based upon unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, and reviewed and approved by the Compensation Committee of the Board of Directors of the Company; provided that Board. (iii) The Executive shall be eligible to may receive a bonus of up to 75% of the Base Salary each year pursuant to such bonus plans additional bonuses, if any, as may be approved by the Compensation Committee of the Board may in its sole and absolute discretion determine. (iv) Any Bonus payable pursuant to this Section 4(b) shall be paid by the "Bonus"). Except as otherwise provided herein, up Company to 50% the Executive on the fifteenth day of the third month after the end of the Bonus will be awarded in connection with the achievement of a Company earnings per share ("EPS") target (the "EPS Bonus") and the remainder of the Bonus shall be subject to the absolute discretion of the Committee based upon the Committee's subjective judgmentPeriod for which it is payable. (b) Except as set forth below, the Company EPS target for determination of Executive's EPS Bonus shall be determined in the sole discretion of the Committee, provided that the EPS target used to determine Executive's EPS Bonus shall be identical to the EPS target used to determine the EPS Bonuses for the other executive officers of the Company. For the calendar year ending December 31, 1998, the EPS Bonus will 1 (c) The Bonus for any year shall be paid within a reasonable period of time after the EPS for such year has been determined, but in no event later than 75 days after the last day of such year. Executive must be employed by the Company (or an affiliate) on the date any Bonus is paid to be eligible to receive such Bonus and, if Executive is not employed by the Company (or an affiliate) on the date any Bonus is paid for any reason whatsoever, Executive shall not be entitled to receive such Bonus; provided, however, that in the event Executive (i) dies, (ii) is terminated by the Company by reason of Disability (as defined below), (iii) is terminated without Material Cause (as defined below) following a Change of Control (as defined below), or (iv) resigns following Constructive Discharge (as defined below) following a Change of Control, Executive shall be entitled to receive a pro rated Bonus for that portion of any year prior to such termination (or for the whole year and a portion of a year if such termination occurs after December 31 of any year and prior to the date on which the Bonus for such year is paid) regardless of whether Executive is employed on the date such Bonus is paid. Any such prorated Bonus shall be paid at such time as bonuses for such year are otherwise paid. Section 3.

Bonuses. (a) Executive shall be eligible Following the end of each fiscal year during the Employment Period, in addition to receive such bonuses as are approved by the Compensation Committee of Salary, the Board of Directors of the Company; provided that will award Executive shall be eligible to receive a cash bonus of up to 75% of the Base Salary each year pursuant to such bonus plans as may be approved by the Compensation Committee (the "“Bonus"). Except as otherwise provided herein, ”) of up to 50% of the amount of Salary paid during such fiscal year if the Company achieves at least 90% of the EBITDA target (the “Investment Plan Target”) for such fiscal year as set out in Schedule 1 (the “Investment Plan”); provided however, that the Board may adjust the amount of the Investment Plan Target (subject to Executive’s approval, which will not be unreasonably withheld) for the current or any future fiscal year if the Company or any of its Subsidiaries makes any material acquisition or disposition or other material change in the nature of scope of its business. The Bonus will be awarded computed in connection accordance with the achievement of a Company earnings per share ("EPS") target (chart set forth on Schedule 2 attached hereto. In addition, the "EPS Bonus") and the remainder Board, in its sole discretion, may elect to pay an extra bonus to Executive following any fiscal year to reward extraordinary performance of the Bonus shall Executive and/or any other facts and circumstances that the Board, in its sole discretion, may deem relevant. Any bonus awarded under this Agreement will be subject payable in accordance with the general payroll practices of the Company and its U.S. Subsidiaries, but not prior to the absolute discretion receipt by the Company of audited consolidated financial statements for the Committee based upon Company and its Subsidiaries for the Committee's subjective judgmentapplicable fiscal year. (b) Except as set forth below, Any Bonus awarded for fiscal year 2004 will be based on the Company EPS target for determination Salary received by the Executive from the date of Executive's EPS Bonus shall be determined in this Agreement to the sole discretion end of the Committee, provided that the EPS target used to determine Executive's EPS Bonus shall be identical to the EPS target used to determine the EPS Bonuses for the other executive officers fiscal year of the Company. For fiscal year 2004 only, Executive will also receive any amount which is described as a bonus owing to the calendar year ending December 31Executive and is included in the current liabilities of Language Line Holdings, 1998Inc. (“Holdings Inc.”) that are taken into account in computing the Closing Working Capital, as that term is defined in the EPS Bonus will 1Agreement and Plan of Merger Agreement dated April 14, 2004 among Holdings Inc., Language Line Acquisition Inc. and the Company. (c) The Bonus for any year Executive shall be paid within a reasonable period of time after the EPS for such year has been determined, but in no event later than 75 days after the last day of such year. Executive must be employed by the Company (or an affiliate) on the date any Bonus is paid to be eligible to receive such Bonus andparticipate in any incentive equity or other long term incentive programs for senior management if, if Executive is not employed and to the extent, determined by the Company (Board or an affiliate) on the date any Bonus is paid for any reason whatsoever, Executive shall not be entitled to receive such Bonus; provided, however, that in the event Executive (i) dies, (ii) is terminated compensation committee appointed by the Company by reason of Disability (as defined below), (iii) is terminated without Material Cause (as defined below) following a Change of Control (as defined below), or (iv) resigns following Constructive Discharge (as defined below) following a Change of Control, Executive shall be entitled to receive a pro rated Bonus for that portion of any year prior to such termination (or for the whole year and a portion of a year if such termination occurs after December 31 of any year and prior to the date on which the Bonus for such year is paid) regardless of whether Executive is employed on the date such Bonus is paid. Any such prorated Bonus shall be paid at such time as bonuses for such year are otherwise paid. Section 3Board in its sole discretion.

Bonuses. (a) Following the end of each fiscal year during the Employment Period, in addition to Salary, the Board will award Executive a cash bonus (the “Bonus”) of up to 100% of the amount of Salary paid during such fiscal year. The Bonus will be payable in the following amounts and on the following events (i) a Bonus of up to 50% of such Salary will be paid if the Company achieves between 90% and 100% of the EBITDA target (the “Investment Plan Target”) for such fiscal year as set out in Schedule 1 (the “Investment Plan”); and (ii) an additional Bonus of up to 50% of such Salary will be paid if the Company achieves between 100% and 120% of the Investment Plan Target for such fiscal year; provided however, that the Board may adjust the amount of the Investment Plan Target (subject to Executive’s approval, which will not be unreasonably withheld) for the current or any future fiscal year if the Company or any of its Subsidiaries makes any material acquisition or disposition or other material change in the nature of scope of its business. The Bonus will be computed in accordance with the chart set forth on Schedule 2 attached hereto. In addition, the Board, in its sole discretion, may elect to pay an extra bonus to Executive following any fiscal year to reward extraordinary performance of the Executive and/or any other facts and circumstances that the Board, in its sole discretion, may deem relevant. Any bonus awarded under this Agreement will be payable in accordance with the general payroll practices of the Company and its U.S. Subsidiaries, but not prior to the receipt by the Company of audited consolidated financial statements for the Company and its Subsidiaries for the applicable fiscal year. (b) Any Bonus awarded for fiscal year 2004 will be based on the Salary received by the Executive from the date of this Agreement to the end of the fiscal year of the Company. For fiscal year 2004 only, Executive will also receive any amount which is described as a bonus owing to the Executive and is included in the current liabilities of Language Line Holdings, Inc. (“Holdings Inc.”) that are taken into account in computing the Closing Working Capital, as that term is defined in the Agreement and Plan of Merger Agreement dated April 14, 2004 among Holdings Inc., Language Line Acquisition Inc. and the Company. (c) The Executive shall be eligible to receive such bonuses as are approved participate in any incentive equity or other long term incentive programs for senior management if, and to the extent, determined by the Compensation Committee of Board or any compensation committee appointed by the Board of Directors of the Company; provided that Executive shall be eligible to receive a bonus of up to 75% of the Base Salary each year pursuant to such bonus plans as may be approved by the Compensation Committee (the "Bonus"). Except as otherwise provided herein, up to 50% of the Bonus will be awarded in connection with the achievement of a Company earnings per share ("EPS") target (the "EPS Bonus") and the remainder of the Bonus shall be subject to the absolute discretion of the Committee based upon the Committee's subjective judgmentits sole discretion. (b) Except as set forth below, the Company EPS target for determination of Executive's EPS Bonus shall be determined in the sole discretion of the Committee, provided that the EPS target used to determine Executive's EPS Bonus shall be identical to the EPS target used to determine the EPS Bonuses for the other executive officers of the Company. For the calendar year ending December 31, 1998, the EPS Bonus will 1 (c) The Bonus for any year shall be paid within a reasonable period of time after the EPS for such year has been determined, but in no event later than 75 days after the last day of such year. Executive must be employed by the Company (or an affiliate) on the date any Bonus is paid to be eligible to receive such Bonus and, if Executive is not employed by the Company (or an affiliate) on the date any Bonus is paid for any reason whatsoever, Executive shall not be entitled to receive such Bonus; provided, however, that in the event Executive (i) dies, (ii) is terminated by the Company by reason of Disability (as defined below), (iii) is terminated without Material Cause (as defined below) following a Change of Control (as defined below), or (iv) resigns following Constructive Discharge (as defined below) following a Change of Control, Executive shall be entitled to receive a pro rated Bonus for that portion of any year prior to such termination (or for the whole year and a portion of a year if such termination occurs after December 31 of any year and prior to the date on which the Bonus for such year is paid) regardless of whether Executive is employed on the date such Bonus is paid. Any such prorated Bonus shall be paid at such time as bonuses for such year are otherwise paid. Section 3.

Bonuses. (ai) During the Term of Employment, the Executive shall participate in the Company’s annual incentive compensation plan, program and/or arrangements applicable to senior-level executives as established and modified from time to time by the Compensation Committee of the Board in its sole discretion. During the Term of Employment, the Executive shall have a threshold bonus opportunity under such plan or program equal to 50% of his current Base Salary, a target bonus opportunity (the “Target Bonus”) under such plan or program equal to 100% of his current Base Salary, and a maximum bonus under such plan or program equal to 200% of his current Base Salary, in each case based on satisfaction of performance criteria to be eligible established by the Compensation Committee of the Board within the first 3 months of each fiscal year that begins during the Term of Employment. Payment of annual incentive compensation awards shall be made in the same manner and at the same time that other senior-level executives receive their annual incentive compensation awards. (ii) Any Bonus, including without limitation any Termination Year Bonus payable under Section 6 hereof, earned for any calendar year shall be paid within 60 days after the end of the fiscal year to receive which such bonuses as are Bonus relates and subject to the Compensation Committee’s certification that the Bonus has been earned. (iii) For the Bonus Period in which the Executive’s employment with the Company terminates for any reason other than by the Company for Cause or by the Executive without Good Reason, the Company shall pay the Executive a pro rata portion (based upon the period ending on the date on which the Executive’s employment with the Company terminates) of the Bonus otherwise payable under Section 4(b)(i) for the bonus period in which such termination of employment occurs (the “Termination Year Bonus”); provided, however, that (A) the bonus period shall be deemed to end on the last day of the fiscal quarter of the Company in which the Executive’s employment so terminates, and (B) the business criteria used to determine the bonus for this short bonus period shall be annualized, applied consistently with prior periods, and reviewed and approved by the Compensation Committee of the Board of Directors of the Company; provided that Board. (iv) The Executive shall be eligible to receive a bonus of up to 75% of the Base Salary each year pursuant to such bonus plans additional bonuses, if any, as may be approved by the Compensation Committee (the "Bonus"). Except as otherwise provided herein, up to 50% of the Bonus will be awarded may in connection with the achievement of a Company earnings per share ("EPS") target (the "EPS Bonus") its sole and the remainder of the Bonus shall be subject to the absolute discretion of the Committee based upon the Committee's subjective judgmentdetermine. (b) Except as set forth below, the Company EPS target for determination of Executive's EPS Bonus shall be determined in the sole discretion of the Committee, provided that the EPS target used to determine Executive's EPS Bonus shall be identical to the EPS target used to determine the EPS Bonuses for the other executive officers of the Company. For the calendar year ending December 31, 1998, the EPS Bonus will 1 (c) The Bonus for any year shall be paid within a reasonable period of time after the EPS for such year has been determined, but in no event later than 75 days after the last day of such year. Executive must be employed by the Company (or an affiliate) on the date any Bonus is paid to be eligible to receive such Bonus and, if Executive is not employed by the Company (or an affiliate) on the date any Bonus is paid for any reason whatsoever, Executive shall not be entitled to receive such Bonus; provided, however, that in the event Executive (i) dies, (ii) is terminated by the Company by reason of Disability (as defined below), (iii) is terminated without Material Cause (as defined below) following a Change of Control (as defined below), or (iv) resigns following Constructive Discharge (as defined below) following a Change of Control, Executive shall be entitled to receive a pro rated Bonus for that portion of any year prior to such termination (or for the whole year and a portion of a year if such termination occurs after December 31 of any year and prior to the date on which the Bonus for such year is paid) regardless of whether Executive is employed on the date such Bonus is paid. Any such prorated Bonus shall be paid at such time as bonuses for such year are otherwise paid. Section 3.

Bonuses. (a) In addition to the Base Salary, the Executive shall be eligible to receive such bonuses participate in the Company’s current bonus plan for senior corporate officers (the “Bonus Plan”), as are approved by the Compensation Committee of the Board of Directors in each calendar year during the term of the Company; provided that Executive shall be eligible to receive a this Agreement. The Executive’s target bonus of up to 75% is fifty percent (50%) of the Base Salary each earned during the calendar year pursuant (the “Target Bonus”) and is contingent on the Executive meeting certain performance criteria and the Company achieving certain financial criteria, and up to one hundred percent (100%) of the Base Salary earned during the calendar year (the “Maximum Bonus”) if the Executive exceeds certain performance criteria and the Company exceeds certain financial criteria all as determined in the reasonable discretion of the Board of Directors and its Compensation Committee. The Executive shall be entitled to such bonus plans increases in the “Target Bonus” and the “Maximum Bonus” during the term hereof as may shall be determined and approved by the Compensation Committee (the "Bonus"). Except as otherwise provided herein, up to 50% of the Bonus will be awarded Board of Directors in connection with its sole discretion, taking account of the achievement performance of a the Company earnings per share ("EPS") target (the "EPS Bonus") and the remainder of the Bonus shall be subject Executive, and other factors generally considered relevant to the absolute discretion salaries of executives holding similar positions with enterprises comparable to the Company. Notwithstanding the foregoing, in the event that the Executive or the Company fail to attain their minimum respective criteria in any given year, the Board of Directors and its Compensation Committee based upon may, in their reasonable discretion, decline to award any bonus to the Committee's subjective judgmentExecutive. (b) Except as set forth belowThe bonus described in this Section 3.2 shall be payable between January 1 and March 15 (inclusive) of the calendar year following the calendar year for which the bonus is determined in accordance with the Company’s normal practices. In the event that the Executive is employed for less than the full calendar year in the year in which the Executive’s Termination Date occurs (“Termination Year”), the Company EPS target for determination of Executive's EPS Bonus bonus payable to the Executive shall be subject to Sections 4 and 5 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 in by the sole discretion Compensation Committee of the CommitteeBoard of Directors, provided that the EPS target used to determine Executive's EPS Bonus in its sole discretion. Such bonus shall be identical to the EPS target used to determine the EPS Bonuses pro-rated for the other executive officers portion of the Termination Year during which the Executive was employed by the Company. For With respect to the bonus for the Termination Year, any bonus payable pursuant to this Section 3.2 shall be payable to the Executive between January 1 and March 15 (inclusive) of the calendar year ending December 31, 1998, following the EPS Bonus will 1calendar year for which the bonus is determined in accordance with the Company’s normal practices. (c) The Bonus For any year beginning during the twenty-four (24) month period following a Change in Control (the “Change in Control Period”), as well as for any year in which a Change in Control occurs if such Change in Control occurs prior to the grant of annual bonus opportunities for such year, to assure that Executive will have an opportunity to earn annual incentive compensation, the Executive shall be paid within included in a reasonable period bonus plan of time after the EPS for Company which shall satisfy the standards described above and in this Section 3(c) (such year has been determinedplan, but in no event later than 75 days after the last day “Post-Change-in-Control Bonus Plan”). Bonuses under the Post-Change-in-Control Bonus Plan shall be payable with respect to achieving such financial or other goals reasonably related to the business of such year. Executive must the Company as the Company shall establish (the “Goals”), all of which Goals shall be employed reasonably attainable, by the Company end of the year of grant, with approximately the same degree of probability as the most attainable goals under the Company’s bonus plan or plans as in effect at any time during the 180-day period immediately prior to the Change in Control and in view of the Company’s existing and projected financial and business circumstances applicable at the time. The amount of the bonus (or an affiliatethe “Bonus Amount”) on the date any Bonus that Executive is paid to be eligible to receive such earn under the Post-Change-in-Control Bonus andPlan shall be no less than one hundred percent (100%) of the Target Bonus for which the Executive was eligible in the year prior to the Change in Control for achievement of the target Goals, if and no less than one hundred percent (100%) of the Maximum Bonus for which the Executive is not employed by was eligible in the Company (or an affiliate) on year prior to the date any Bonus is paid Change in Control for any reason whatsoeverachievement exceeding the target Goals, Executive shall not be entitled to receive such Bonus; provided, however, that and in the event the target level of Goals are not achieved, the Post-Change-in-Control Bonus Plan shall provide for a payment of a Bonus Amount equal to a portion of the Targeted Bonus reasonably related to that portion of the Goals which were achieved. Notwithstanding the foregoing, if, during a Change in Control Period, employees of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive (i) dies, (ii) is terminated are eligible for greater bonus amounts than those provided by the Company by reason of Disability (as defined below)foregoing sentence, (iii) is terminated without Material Cause (as defined below) following a Change of Control (as defined below), or (iv) resigns following Constructive Discharge (as defined below) following a Change of Control, then the Executive shall be entitled to receive eligible for a pro rated Bonus for Amount no less than that portion of any year prior offered to such termination (or for similarly situated employees. In the whole year and a portion of a year if such termination occurs after December 31 of any year and prior to event that the date on which the Bonus for such year is paid) regardless of whether Executive is employed on for less than the date such full year for which a Post-Change-in-Control Bonus Plan is paid. Any such prorated Bonus in effect, the bonus payable to the Executive shall be paid at such time determined as bonuses for such year are described in Section 3.2(b) except that no discretion may be applied to reduce the amount of the bonus otherwise paid. Section 3payable to the Executive and any subjective performance objectives applicable to the bonus shall be deemed satisfied.

Bonuses. (ai) During the Term of Employment, the Executive shall participate in the Company’s annual incentive compensation plan, program and/or arrangements applicable to senior-level executives as established and modified from time to time by the Compensation Committee of the Board in its sole discretion. During the Term of Employment, the Executive shall have a target bonus opportunity under such plan or program equal to thirty-five percent (35%) of his current Base Salary (the “Target Bonus”), based on satisfaction of performance criteria to be eligible established by the Compensation Committee of the Board within the first three (3) months of each fiscal year that begins during the Term of Employment. Payment of annual incentive compensation awards shall be made in the same manner and at the same time that other senior-level executives receive their annual incentive compensation awards. (ii) For the Bonus Period in which the Executive’s employment with the Company terminates for any reason, other than by the Company for Cause under Section 6(b) hereof or by the Executive without Good Reason the Company shall pay the Executive the “Pro Rata Bonus” defined as a pro rata portion (based upon the period ending on the Termination Date) of the Target Bonus for the Bonus Period in which the Termination Date occurs; provided, however, that (A) the Bonus Period shall be deemed to receive such bonuses as are end on the last day of the fiscal quarter of the Company in which the Executive’s employment so terminates, and (B) the business criteria used to determine the bonus for this short Bonus Period shall be annualized and shall be determined based upon unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, and reviewed and approved by the Compensation Committee of the Board of Directors of the Company; provided that Executive shall be eligible to receive a bonus of up to 75% of the Base Salary each year pursuant to such bonus plans as may be approved by the Compensation Committee (the "Bonus"). Except as otherwise provided herein, up to 50% of the Bonus will be awarded in connection with the achievement of a Company earnings per share ("EPS") target (the "EPS Bonus") and the remainder of the Bonus shall be subject to the absolute discretion of the Committee based upon the Committee's subjective judgmentBoard. (b) Except as set forth below, the Company EPS target for determination of Executive's EPS Bonus shall be determined in the sole discretion of the Committee, provided that the EPS target used to determine Executive's EPS Bonus shall be identical to the EPS target used to determine the EPS Bonuses for the other executive officers of the Company. For the calendar year ending December 31, 1998, the EPS Bonus will 1 (ciii) The Bonus for any year Executive shall be paid within a reasonable period of time after the EPS for such year has been determined, but in no event later than 75 days after the last day of such year. Executive must be employed by the Company (or an affiliate) on the date any Bonus is paid to be eligible to receive such Bonus andadditional bonuses, if Executive is not employed by any, as the Company (or an affiliate) on the date any Bonus is paid for any reason whatsoever, Executive shall not be entitled to receive such Bonus; provided, however, that Board may in the event Executive (i) dies, (ii) is terminated by the Company by reason of Disability (as defined below), (iii) is terminated without Material Cause (as defined below) following a Change of Control (as defined below), or (iv) resigns following Constructive Discharge (as defined below) following a Change of Control, Executive shall be entitled to receive a pro rated Bonus for that portion of any year prior to such termination (or for the whole year its sole and a portion of a year if such termination occurs after December 31 of any year and prior to the date on which the Bonus for such year is paid) regardless of whether Executive is employed on the date such Bonus is paid. Any such prorated Bonus shall be paid at such time as bonuses for such year are otherwise paid. Section 3absolute discretion determine.

Bonuses. (a) Executive Employee shall be eligible to receive such bonuses as are approved by the Compensation Committee of the Board of Directors of the Company; , provided that Executive Employee shall be eligible to receive a bonus of up to 7550% of the Base Salary each year pursuant to such bonus plans as may be approved by the Compensation Committee (the "Bonus"). Except as otherwise provided herein, up to 50% of the Bonus will be awarded in connection with the achievement of a Company earnings per share ("EPS") target (the "EPS Bonus") and the remainder of the Bonus shall be subject to the absolute discretion of the Committee based upon the Committee's subjective judgment. (b) Except as set forth below, the Company EPS target for determination of ExecutiveEmployee's EPS Bonus shall be determined in the sole discretion of the Committee, provided that the EPS target used to determine ExecutiveEmployee's EPS Bonus shall be identical to the EPS target used to determine the EPS Bonuses for the other executive officers of the Company. For the calendar year ending December 31, 19981998 , the EPS Bonus will 1represent 50% of the Bonus and Employee shall be entitled to receive (i) 50% of the EPS Bonus if the Company's EPS for such year ("1998 EPS") equals or exceeds 125% of the Company's EPS for the calendar year ended December 31, 1997 ("1997 EPS"), (ii) 100% of the EPS Bonus if 1998 EPS equals or exceeds 150% of 1997 EPS, and (iii) a pro rated amount between 50% and 100% of the EPS Bonus if 1998 EPS is greater than 125% of 1997 EPS but less than 150% of 1997 EPS. (c) The Bonus for any year shall be paid within a reasonable period of time after the EPS for such year has been determined, but in no event later than 75 days after the last day of such year. Executive Employee must be employed by the Company (or an affiliate) on the date any Bonus is paid to be eligible to receive such Bonus andBonus, and if Executive Employee is not employed by the Company (or an affiliate) on the date any Bonus is paid for any reason whatsoever, Executive Employee shall not be entitled to receive such Bonus; provided, however, that in the event Executive Employee (i) dies, (ii) is terminated by the Company by reason of Disability (as defined below), or (iii) is terminated without Material Cause (as defined below) following a Change of Control (as defined below), or (iv) resigns following Constructive Discharge (as defined below) following a Change of Control, Executive Employee shall be entitled to receive a pro rated Bonus for that portion of any year prior to such termination (or for the whole year and a portion of a year if such termination occurs after December 31 of any year and prior to the date on which the Bonus for such year is paid) regardless of whether Executive Employee is employed on the date such Bonus is paid. Any such prorated Bonus shall be paid at such time as bonuses for such year are otherwise paid. Section 3.

Bonuses. (ai) During the Term of Employment, the Executive shall participate in the Company’s annual incentive compensation plan, program and/or arrangements applicable to senior-level executives as established and modified from time to time by the Compensation Committee of the Board in its sole discretion. During the Term of Employment, the Executive shall have a threshold bonus opportunity under such plan or program equal to 50% of his current Base Salary, a target bonus opportunity (the “Target Bonus”) under such plan or program equal to 100% of his current Base Salary, and a maximum bonus under such plan or program equal to 200% of his current Base Salary, in each case based on satisfaction of performance criteria to be eligible established by the Compensation Committee of the Board within the first 3 months of each fiscal year of the Company that begins during the Term of Employment. Payment of annual incentive compensation awards shall be made in the same manner and at the same time that other senior-level executives receive their annual incentive compensation awards. (ii) Any Bonus, including without limitation any Termination Year Bonus payable under Section 6 hereof, earned for any calendar year shall be paid in the immediately following calendar year, as soon as practicable after the audited financial statements for the Company for the year for which the Bonus is earned have been released and the Committee has certified that the Bonus has been earned. (iii) For the bonus period in which the Executive’s employment with the Company terminates for any reason other than by the Company for Cause under Section 6(b) hereof, the Company shall pay the Executive a pro rata portion (based upon the period ending on the date on which the Executive’s employment with the Company terminates) of the bonus otherwise payable under Section 4(b)(1) for the bonus period in which such termination of employment occurs; provided, however, that (A) the bonus period shall be deemed to receive such bonuses as are end on the last day of the fiscal quarter of the Company in which the Executive’s employment so terminates, and (B) the business criteria used to determine the bonus for this short bonus period shall be annualized and shall be determined based upon unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, and reviewed and approved by the Compensation Committee of the Board of Directors of the Company; provided that Board.. (iv) The Executive shall be eligible to receive a bonus of up to 75% of the Base Salary each year pursuant to such bonus plans additional bonuses, if any, as may be approved by the Compensation Committee (the "Bonus"). Except as otherwise provided herein, up to 50% of the Bonus will be awarded may in connection with the achievement of a Company earnings per share ("EPS") target (the "EPS Bonus") its sole and the remainder of the Bonus shall be subject to the absolute discretion of the Committee based upon the Committee's subjective judgmentdetermine. (b) Except as set forth below, the Company EPS target for determination of Executive's EPS Bonus shall be determined in the sole discretion of the Committee, provided that the EPS target used to determine Executive's EPS Bonus shall be identical to the EPS target used to determine the EPS Bonuses for the other executive officers of the Company. For the calendar year ending December 31, 1998, the EPS Bonus will 1 (c) The Bonus for any year shall be paid within a reasonable period of time after the EPS for such year has been determined, but in no event later than 75 days after the last day of such year. Executive must be employed by the Company (or an affiliate) on the date any Bonus is paid to be eligible to receive such Bonus and, if Executive is not employed by the Company (or an affiliate) on the date any Bonus is paid for any reason whatsoever, Executive shall not be entitled to receive such Bonus; provided, however, that in the event Executive (i) dies, (ii) is terminated by the Company by reason of Disability (as defined below), (iii) is terminated without Material Cause (as defined below) following a Change of Control (as defined below), or (iv) resigns following Constructive Discharge (as defined below) following a Change of Control, Executive shall be entitled to receive a pro rated Bonus for that portion of any year prior to such termination (or for the whole year and a portion of a year if such termination occurs after December 31 of any year and prior to the date on which the Bonus for such year is paid) regardless of whether Executive is employed on the date such Bonus is paid. Any such prorated Bonus shall be paid at such time as bonuses for such year are otherwise paid. Section 3.

Bonuses. (ai) During the Term of Employment, the Executive shall participate in the Company’s annual incentive compensation program pursuant to and under the Company’s 2005 Executive Incentive Compensation Plan, or such other plan, program and/or arrangements applicable to senior-level executives as established and modified from time to time by the Compensation Committee of the Board in its sole discretion. During the Term of Employment, the Executive shall have a threshold bonus opportunity under such plan or program equal to 80% of his current Base Salary, a Target Bonus opportunity under such plan or program equal to 100% of his current Base Salary, and a maximum bonus under such plan or program equal to 120% of his current Base Salary, in each case based on satisfaction of performance criteria to be eligible established by the Compensation Committee of the Board at the beginning of each fiscal year that begins during the Term of Employment. Payment of annual incentive compensation awards shall be made in the same manner and at the same time that other senior-level executives receive their annual incentive compensation awards. (ii) For the Bonus Period in which the Executive’s employment with the Company terminates for any reason other than by the Company for Cause under Section 6(b) hereof or by the Executive without Good Reason under Section 6(g) hereof, the Company shall pay the Executive a pro rata portion (based upon the period ending on the date on which the Executive’s employment with the Company terminates) of the Target Bonus for the Bonus Period in which such termination of employment occurs; provided, however, that (A) the Bonus Period shall be deemed to receive such bonuses as are end on the last day of the fiscal quarter of the Company in which the Executive’s employment so terminates, and (B) the business criteria used to determine the bonus for this short Bonus Period shall be annualized and shall be determined based upon unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, and reviewed and approved by the Compensation Committee of the Board of Directors of the Company; provided that Board. (iii) The Executive shall be eligible to may receive a bonus of up to 75% of the Base Salary each year pursuant to such bonus plans additional bonuses, if any, as may be approved by the Compensation Committee of the Board may in its sole and absolute discretion determine. (iv) Any Bonus payable pursuant to this Section 4(b) shall be paid by the "Bonus"). Except as otherwise provided herein, up Company to 50% the Executive on the fifteenth day of the third month after the end of the Bonus will be awarded in connection with the achievement of a Company earnings per share ("EPS") target (the "EPS Bonus") and the remainder of the Bonus shall be subject to the absolute discretion of the Committee based upon the Committee's subjective judgmentPeriod for which it is payable. (b) Except as set forth below, the Company EPS target for determination of Executive's EPS Bonus shall be determined in the sole discretion of the Committee, provided that the EPS target used to determine Executive's EPS Bonus shall be identical to the EPS target used to determine the EPS Bonuses for the other executive officers of the Company. For the calendar year ending December 31, 1998, the EPS Bonus will 1 (c) The Bonus for any year shall be paid within a reasonable period of time after the EPS for such year has been determined, but in no event later than 75 days after the last day of such year. Executive must be employed by the Company (or an affiliate) on the date any Bonus is paid to be eligible to receive such Bonus and, if Executive is not employed by the Company (or an affiliate) on the date any Bonus is paid for any reason whatsoever, Executive shall not be entitled to receive such Bonus; provided, however, that in the event Executive (i) dies, (ii) is terminated by the Company by reason of Disability (as defined below), (iii) is terminated without Material Cause (as defined below) following a Change of Control (as defined below), or (iv) resigns following Constructive Discharge (as defined below) following a Change of Control, Executive shall be entitled to receive a pro rated Bonus for that portion of any year prior to such termination (or for the whole year and a portion of a year if such termination occurs after December 31 of any year and prior to the date on which the Bonus for such year is paid) regardless of whether Executive is employed on the date such Bonus is paid. Any such prorated Bonus shall be paid at such time as bonuses for such year are otherwise paid. Section 3.

Bonuses. (a) a. During the Term of Employment, the Executive shall be eligible for an annual cash bonus from 0% to receive 60% of the Base Salary in effect as of the beginning of each Bonus Period (as defined in Section 3.2(e) below) with a minimum bonus for achieving minimum expectations of the Compensation Committee of 15% of the Base Salary in effect as of the beginning of that Bonus Period (the “Cash Bonus”). The Compensation Committee will establish its minimum expectations and annual objectives for the Executive for each Bonus Period and communicate those expectations and objectives to the Executive in an executive session of the Committee. b. The Executive shall be eligible for an annual long-term incentive Bonus of up to 150% of the Base Salary in effect as of the beginning of the Bonus Period (as defined in Section 3.2(e), below) reduced by the amount of the Cash Bonus payable with respect to the same Bonus Period, if any (the “Long-Term Bonus”), which may be paid in cash or may be awarded and paid pursuant to such bonuses plan or arrangement as are the Company may from time to time establish. The Long-Term Bonus awards may be made subject to a vesting schedule and subject to the satisfaction of certain long-term performance criteria which the Compensation Committee may establish (and adjust) from time to time and communicate to the Executive. The Compensation Committee shall have the discretion to settle the Long-Term Bonus awards that become payable to the Executive in cash or equity interests of the Company. c. For the Bonus Period (as defined in Section 3.1(e) below) in which the Executive’s employment with the Company terminates for any reason other than by the Company for Cause under Section 5.1 hereof, the Company shall pay the Executive a pro rata portion (based upon the period ending on the date on which the Executive’s employment with the Company terminates) of the Cash Bonus otherwise payable under Section 3.2(a) and the Long-Term Bonus otherwise payable under Section 3.2(b) for the Bonus Period in which such termination of employment occurs. The Bonus Period shall be deemed to end on the last day of the fiscal quarter of the Company in which the Executive’s employment so terminates, and the business criteria for this short Bonus Period shall be annualized and shall be determined based upon unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, and reviewed and approved by the Compensation Committee of the Board. The Incentive Compensation described in this Section 3.2(c) is sometimes hereinafter referred to as the “Termination Year Bonus.” d. The Executive may receive such additional compensation, if any, as the Board of Directors of may in its sole and absolute discretion determine. e. Any bonuses payable pursuant to this Section 3.2 are sometimes hereinafter referred to as “Incentive Compensation.” Each period for which Incentive Compensation is payable is sometimes hereinafter referred to as a “Bonus Period.” Unless otherwise specified by the Company; Board or as provided that Executive in Section 3.2(c), the Bonus Period with respect to each Cash Bonus and each Long-Term Bonus shall be eligible to receive a bonus of up to 75% of the Base Salary each year calendar year. f. Any Incentive Compensation payable pursuant to such bonus plans as may this Section 3.2 shall be approved paid or awarded by the Compensation Committee (Company to the "Bonus"). Except as otherwise provided herein, up to 50% Executive within 2 1/2 months after the end of the Bonus will be awarded in connection with the achievement of a Company earnings per share ("EPS") target (the "EPS Bonus") and the remainder of the Bonus shall be subject to the absolute discretion of the Committee based upon the Committee's subjective judgmentPeriod for which it is payable. (b) Except as set forth below, the Company EPS target for determination of Executive's EPS Bonus shall be determined in the sole discretion of the Committee, provided that the EPS target used to determine Executive's EPS Bonus shall be identical to the EPS target used to determine the EPS Bonuses for the other executive officers of the Company. For the calendar year ending December 31, 1998, the EPS Bonus will 1 (c) The Bonus for any year shall be paid within a reasonable period of time after the EPS for such year has been determined, but in no event later than 75 days after the last day of such year. Executive must be employed by the Company (or an affiliate) on the date any Bonus is paid to be eligible to receive such Bonus and, if Executive is not employed by the Company (or an affiliate) on the date any Bonus is paid for any reason whatsoever, Executive shall not be entitled to receive such Bonus; provided, however, that in the event Executive (i) dies, (ii) is terminated by the Company by reason of Disability (as defined below), (iii) is terminated without Material Cause (as defined below) following a Change of Control (as defined below), or (iv) resigns following Constructive Discharge (as defined below) following a Change of Control, Executive shall be entitled to receive a pro rated Bonus for that portion of any year prior to such termination (or for the whole year and a portion of a year if such termination occurs after December 31 of any year and prior to the date on which the Bonus for such year is paid) regardless of whether Executive is employed on the date such Bonus is paid. Any such prorated Bonus shall be paid at such time as bonuses for such year are otherwise paid. Section 3.

Bonuses. (a) Executive shall be eligible to receive such bonuses as are approved by the Compensation Committee of the Board of Directors of the Company; provided that Executive shall be eligible to receive a bonus of up to 75% of the Base Salary each year pursuant to such bonus plans as may be approved by the Compensation Committee (the "Bonus"). Except as otherwise provided herein, up to 50% of the Bonus will be awarded in connection with the achievement of a Company earnings per share ("EPS") target (the "EPS Bonus") and the remainder of the Bonus shall be subject to the absolute discretion of the Committee based upon the Committee's subjective judgment. (b) Except as set forth below, the Company EPS target for determination of Executive's EPS Bonus shall be determined in the sole discretion of the Committee, provided that the EPS target used to determine Executive's EPS Bonus shall be identical to the EPS target used to determine the EPS Bonuses for the other executive officers of the Company. For the calendar year ending December 31, 1998, the EPS Bonus will represent 50% of the Bonus and Executive shall be entitled to receive (i) 50% of the EPS Bonus if the 1 (c) The Bonus for any year shall be paid within a reasonable period of time after the EPS for such year has been determined, but in no event later than 75 days after the last day of such year. Executive must be employed by the Company (or an affiliate) on the date any Bonus is paid to be eligible to receive such Bonus and, if Executive is not employed by the Company (or an affiliate) on the date any Bonus is paid for any reason whatsoever, Executive shall not be entitled to receive such Bonus; provided, however, that in the event Executive (i) dies, (ii) is terminated by the Company by reason of Disability (as defined below), (iii) is terminated without Material Cause (as defined below) following a Change of Control (as defined below), or (iv) resigns following Constructive Discharge (as defined below) following a Change of Control, Executive shall be entitled to receive a pro rated Bonus for that portion of any year prior to such termination (or for the whole year and a portion of a year if such termination occurs after December 31 of any year and prior to the date on which the Bonus for such year is paid) regardless of whether Executive is employed on the date such Bonus is paid. Any such prorated Bonus shall be paid at such time as bonuses for such year are otherwise paid. Section 3.

Bonuses. (a) During the Term, beginning with the Company's Fiscal Year ending in 2009, the Executive shall be eligible to receive such bonuses as are approved an annual performance-based cash bonus award (a "Bonus") with a target of no less than one hundred percent (100%) of Executive's then current Base Salary (the "Target Bonus") pursuant to the terms and conditions of Company's annual performance bonus plan and in accordance with an annual performance plan to be adopted by the Compensation Committee on or before the 90th day after the start of each Fiscal Year after due consultation with the Board of Directors of Executive (beginning with the CompanyFiscal Year ending in 2009); provided that the actual cash bonus paid to the Executive for any Fiscal Year shall not exceed two hundred percent (200%) of the Executive's Base Salary. The Bonus shall be eligible to receive a bonus of up to 75% of the Base Salary each year pursuant based on IBC's consolidated actual performance compared to such bonus plans as may annual performance plan with linear interpolation applied for incremental performance achieved. During the Term, beginning with the Company's Fiscal Year ending in 2010, the Executive's Target Bonus shall be approved reviewed at least annually by the Compensation Committee on or before May 1 of each year and may be increased (the "Bonus"). Except but not decreased) from time to time as otherwise provided herein, up to 50% of the Bonus will be awarded in connection with the achievement of a Company earnings per share ("EPS") target (the "EPS Bonus") and the remainder of the Bonus shall be subject to the absolute discretion of the Committee based upon the Committee's subjective judgment. (b) Except as set forth below, the Company EPS target for determination of Executive's EPS Bonus shall be determined by the Compensation Committee. After any such increase, the term "Target Bonus" as utilized in the sole discretion of the Committee, provided that the EPS target used to determine Executive's EPS Bonus this Agreement shall be identical thereafter refer to the EPS target used to determine the EPS Bonuses for the other executive officers of the Companyincreased amount. For the calendar year ending December 31, 1998, the EPS Bonus will 1 (c) The Bonus for any year Executive shall be paid within a reasonable period his Bonus at the same time as the other senior executives of time after IBC and/or the EPS for such year has been determinedCompany are paid their annual performance bonuses, but in no event later than 75 days after the last day date on which IBC is required under applicable law to file its Annual Report on Form 10-K (without extension) with the Securities and Exchange Commission (or would have been so required, if at the applicable time IBC had been subject to the reporting requirements of such year. Executive must be employed the Securities Exchange Act of 1934, as amended) unless, pursuant to a deferred compensation arrangement approved by the Company Board or a committee thereof, the Executive elects to defer such payment. (or an affiliateb) on the date any Bonus is paid to be eligible to receive such Bonus and, if Executive is not employed by the Company (or an affiliate) on the date any Bonus is paid for any reason whatsoever, The Executive shall not also be entitled to receive such Bonus; provided, however, that the following special cash awards in the event Executive accordance with this subsection 5(b): (i) dies, (ii) is terminated by the Company by reason of Disability (as defined below), (iii) is terminated without Material Cause (as defined below) following a Change of Control (as defined below), or (iv) resigns following Constructive Discharge (as defined below) following a Change of Control, The Executive shall be entitled to receive a pro rated Bonus for that portion of any year prior to such termination special cash award (or for the whole year and a portion of a year if such termination occurs after December 31 of any year and prior to the date on which the Bonus for such year is paid"Enhanced Enterprise Value Award") regardless of whether Executive is employed on the date such Bonus is paid. Any such prorated Bonus shall be paid at such time as bonuses for such year are otherwise paid. Section 3.follows:

Bonuses. (a) Executive shall be eligible to receive such bonuses as are approved by the Compensation Committee of the Board of Directors of the Company; provided that Executive shall be eligible to receive a bonus of up to 75100% of the Base Salary each year pursuant to such bonus plans as may be approved by the Compensation Committee (the "Bonus"). Except as otherwise provided herein, up to 50% of the Bonus will be awarded in connection with the achievement of a Company earnings per share ("EPS") target (the "EPS Bonus") and the remainder of the Bonus shall be subject to the absolute discretion of the Committee based upon the Committee's subjective judgment. During the first year of the term (defined below) hereof, Executive shall be guaranteed a bonus equal to $155,000. (b) Except as set forth below, the Company EPS target for determination of Executive's EPS Bonus shall be determined in the sole discretion of the Committee, provided that the EPS target used to determine Executive's EPS Bonus shall be identical to the EPS target used to determine the EPS Bonuses for the other executive officers of the Company. For the calendar year ending December 31, 1998, the EPS Bonus will 1. (c) The Bonus for any year shall be paid within a reasonable period of time after the EPS for such year has been determined, but in no event later than 75 days after the last day of such year. Executive must be employed by the Company (or an affiliate) on the date any Bonus is paid to be eligible to receive such Bonus and, if Executive is not employed by the Company (or an affiliate) on the date any Bonus is paid for any reason whatsoever, Executive shall not be entitled to receive such Bonus; provided, however, that in the event Executive (i) dies, (ii) is terminated by the Company by reason of Disability (as defined below), (iii) is terminated without Material Cause (as defined below) following a Change of Control (as defined below), or (iv) resigns following Constructive Discharge (as defined below) following a Change of Control, Executive shall be entitled to receive a pro rated Bonus for that portion of any year prior to such termination (or for the whole year and a portion of a year if such termination occurs after December 31 of any year and prior to the date on which the Bonus for such year is paid) regardless of whether Executive is employed on the date such Bonus is paid. Any such prorated Bonus shall be paid at such time as bonuses for such year are otherwise paid. Section 3.

Bonuses. (ai) Upon the occurrence of the Minimum Financial Milestone Event (as defined above) provided that the conditions set forth below have been satisfied, the Executive shall be eligible to receive such bonuses as are approved by paid a one-time lump sum cash bonus in the Compensation Committee amount of $60,000, less applicable withholdings, which shall be paid within 30 days of the Board of Directors occurrence of the Company; provided that Executive shall be eligible to receive a bonus of up to 75% of the Base Salary each year pursuant to such bonus plans as may be approved by the Compensation Committee (the "Bonus"). Except as otherwise provided herein, up to 50% of the Bonus will be awarded in connection with the achievement of a Company earnings per share ("EPS") target (the "EPS Bonus") and the remainder of the Bonus shall be subject to the absolute discretion of the Committee based upon the Committee's subjective judgmentMinimum Financial Milestone Event. (bii) Except as set forth below, Upon the Company EPS target for determination of Executive's EPS Bonus shall be determined in the sole discretion occurrence of the CommitteeSecond Minimum Financial Milestone Event, provided that the EPS target used to determine Executive's EPS Bonus conditions set forth below have been satisfied, the Executive shall be identical paid a one-time lump sum cash bonus in the amount of $175,000, less all applicable withholdings, which shall be paid to the EPS target used to determine the EPS Bonuses for the other executive officers Executive within 30 days of the Companyoccurrence of the Second Minimum Financial Milestone Event. In the event a Second Minimum Financial Event is the initial fundraising, the Executive shall be entitled to payment of both bonuses specified under subparts (i) above this subpart (ii), and both bonuses shall be paid to the Executive, less applicable withholdings, within 30 days of the occurrence of the Second Minimum Financial Milestone Event. For the calendar year ending December 31, 1998purposes of subparts (i) and (ii) above, the EPS Bonus will 1 (c) The Bonus for any year Executive shall only be paid within a reasonable period of time after the EPS for such year has been determined, but in no event later than 75 days after bonuses specified therein if: (A) the last day of such year. Executive must be is employed by the Company (or an affiliate) on the effective date any Bonus is paid of the occurrence of the Minimum Financial Milestone Event and/or Second Minimum Financial Milestone Event, as appropriate, or has been terminated without Cause prior to be eligible to receive such Bonus anddate. For purposes of clarity, if the Executive is not employed by the Company (upon the applicable milestone or an affiliate) on the date any Bonus is paid has been terminated for any reason whatsoever, Executive shall not be entitled to receive such Bonus; provided, however, that in the event Executive (i) dies, (ii) is terminated by the Company by reason of Disability (as defined below), (iii) is terminated without Material Cause (as defined belowherein) following a Change prior to the occurrence of Control the applicable milestone event, the Executive shall have no right to the payment of the bonus specified under subpart (as defined below), i) or subpart (ivii) resigns following Constructive Discharge hereof. (as defined belowiii) following a Change of Control, The Executive shall be entitled eligible to receive a pro rated Bonus for that portion of any year prior to such termination (participate in all bonus or for similar incentive plans adopted by the whole year and a portion of a year Board. The amount awarded, if such termination occurs after December 31 of any year and prior any, to the date Executive under any bonus or incentive plan shall be in the discretion of the Board or any committee administering such plan, based on its assessment of the Executive’s and the Company’s performance during the relevant period. If a Bonus is awarded, unless otherwise specifically provided by the Board or committee administering such plan, it shall be paid within 30 days of December 31st in the year following the year in which the Bonus for such year is paid) regardless of whether Executive is employed on the date such Bonus is paid. Any such prorated Bonus shall be paid at such time as bonuses for such year are otherwise paid. Section 3was awarded.

Bonuses. (a) During the Employment Period, the Executive shall be eligible entitled to receive such bonuses as are approved an annual bonus (the “Annual Bonus”), in an amount determined by the Compensation Committee of or the Board of Directors of the Company; provided that Executive shall be eligible to receive a bonus of up to 75% of the Base Salary each year pursuant to such bonus plans as may be approved by the Compensation Committee (the "Bonus"). Except as otherwise provided herein, up to 50% of the Bonus will be awarded in connection with the achievement of a Company earnings per share ("EPS") target (the "EPS Bonus") and the remainder of the Bonus shall be subject to the absolute discretion of the Committee based upon the Committee's subjective judgmentsuch criteria as it shall determine. (b) Except The Annual Bonus, and any and all stock based compensation (such as set forth belowoptions and equity awards)(collectively, the Company EPS target for determination of Executive's EPS Bonus “Clawback Benefits”) shall be determined in subject to “Company Clawback Rights” as follows: During the sole discretion of the Committee, provided period that the EPS target used to determine Executive's EPS Bonus shall be identical to the EPS target used to determine the EPS Bonuses for the other executive officers of the Company. For the calendar year ending December 31, 1998, the EPS Bonus will 1 (c) The Bonus for any year shall be paid within a reasonable period of time after the EPS for such year has been determined, but in no event later than 75 days after the last day of such year. Executive must be is employed by the Company and upon the termination of the Executive’s employment and for a period of two (or an affiliate2) on the date any Bonus is paid to be eligible to receive such Bonus andyears thereafter, if there is an announcement of the restatement of any previously announced financial results from which any Annual Bonus, option, equity or vesting condition to Executive is not employed by the Company (or an affiliate) on the date any Bonus is paid for any reason whatsoevershall have been determined, Executive shall not be entitled agrees to receive such Bonus; provided, however, that in repay any excess portion of the event Executive (i) dies, (ii) is terminated Annual Bonus amounts which were determined by the reference to any Company by reason of Disability financial results which were later restated (as defined below), to the extent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts that would have been paid based on the restatement of the Company’s financial information. All Clawback Benefits amounts resulting from such restated financial results shall be retroactively adjusted by the board of directors to take into account the restated results, and any excess portion of the Clawback Benefits resulting from such restated results shall be immediately surrendered to the Company and if not so surrendered within ninety (iii90) is terminated without Material Cause (as defined below) days of the revised calculation being provided to the Executive by the board of directors following a Change publicly announced restatement, the Company shall have the right to take any and all action to effectuate such adjustment. The calculation of Control (as defined below), or (iv) resigns following Constructive Discharge (as defined below) the Revised Clawback Benefits amount shall be determined by the board of directors. All determinations by the board of directors with respect to the Clawback Rights shall be final and binding on the Company and Executive and the board of directors shall have the right to determine the amount of any clawback requirement. The Clawback Rights shall terminate following a Change of Control. For purposes of this Section 5, Executive shall be entitled to receive a pro rated Bonus for restatement of financial results that portion requires a repayment of any year prior to such termination (or for the whole year and a portion of the Clawback Benefits amounts shall mean (i) a year if such termination occurs after December 31 restatement resulting from material non-compliance of the Company with any year financial reporting requirement under the federal securities laws and prior to the date on shall not include a restatement of financial results resulting from subsequent changes in accounting pronouncements or requirements which the Bonus for such year is paid) regardless of whether Executive is employed were not in effect on the date such Bonus is paid. Any such prorated Bonus shall be paid at such time the financial statements were originally prepared; (ii) any breach of any Agreement by Executive relating to confidentiality, non-competition, non-raid of employees, or non-solicitation of vendors or customers; and (iii) any material breach of Company policy or procedures which causes harm to the Company, as bonuses for such year are otherwise paid. Section 3determined by the Board.

Bonuses. (a) During the Term of Employment, the Executive shall participate in the Company’s annual cash incentive plan, program and/or arrangements applicable to senior-level executives as established and modified from time to time by the Compensation Committee of the Board, if one exists, otherwise by the Board in its sole and absolute discretion. During the Term of Employment, the Executive shall have a threshold bonus opportunity under such plan or program equal to 40 percent of his current Base Salary, a target bonus opportunity under such plan or program equal to 65 percent of his current Base Salary, and a maximum bonus under such plan or program equal to 100 percent of his current Base Salary, in each case based on satisfaction of performance criteria to be eligible established by the Compensation Committee of the Board, if one exists, otherwise by the Board. Payment of cash incentive awards shall be made in the same manner and at the same time that other senior-level executives receive their annual cash incentive awards. (b) For the Bonus Period in which the Executive's employment with the Company terminates for any reason other than by the Company for Cause under Section 5.1 hereof, the Company shall pay the Executive a pro rata portion (based upon the period ending on the date on which the Executive's employment with the Company terminates) of the bonus otherwise payable under Section 3.2(a) hereof for the Bonus Period in which such termination of employment occurs; provided, however, that: (i) the Bonus Period shall be deemed to receive such bonuses as are end on the last day of the fiscal quarter of the Company in which the Executive's employment so terminates; and (ii) the business criteria used to determine the bonus for this short Bonus Period shall be annualized and shall be determined based upon unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, and reviewed and approved by the Compensation Committee of the Board of Directors of the Company; provided that Executive shall be eligible to receive a bonus of up to 75% of the Base Salary each year pursuant to such bonus plans as may be approved Board, if one exists, otherwise by the Compensation Committee (Board. The compensation for this Bonus Period is sometimes hereinafter referred to as the "Termination Year Bonus."). Except as otherwise provided herein, up to 50% of the Bonus will be awarded in connection with the achievement of a Company earnings per share ("EPS") target (the "EPS Bonus") and the remainder of the Bonus shall be subject to the absolute discretion of the Committee based upon the Committee's subjective judgment. (b) Except as set forth below, the Company EPS target for determination of Executive's EPS Bonus shall be determined in the sole discretion of the Committee, provided that the EPS target used to determine Executive's EPS Bonus shall be identical to the EPS target used to determine the EPS Bonuses for the other executive officers of the Company. For the calendar year ending December 31, 1998, the EPS Bonus will 1 (c) The Executive shall receive such additional bonuses, if any, as the Compensation Committee of the Board, if one exists, otherwise as the Board may in its sole and absolute discretion determine. (d) Any bonuses payable pursuant to this Section 3.2 are sometimes hereinafter referred to as "Incentive Compensation." Each period for which Incentive Compensation is payable is sometimes hereinafter referred to as a "Bonus for any year Period." (e) Any Incentive Compensation payable pursuant to this Section 3.2 shall be paid by the Company to the Executive within a reasonable period of time after the EPS for such year has been determined, but in no event later than 75 days after the last day end of such year. Executive must be employed by the Company (or an affiliate) on the date any Bonus is paid to be eligible to receive such Bonus and, if Executive is not employed by the Company (or an affiliate) on the date any Bonus is paid for any reason whatsoever, Executive shall not be entitled to receive such Bonus; provided, however, that in the event Executive (i) dies, (ii) is terminated by the Company by reason of Disability (as defined below), (iii) is terminated without Material Cause (as defined below) following a Change of Control (as defined below), or (iv) resigns following Constructive Discharge (as defined below) following a Change of Control, Executive shall be entitled to receive a pro rated Bonus for that portion of any year prior to such termination (or for the whole year and a portion of a year if such termination occurs after December 31 of any year and prior to the date on which the Bonus Period for such year which it is paid) regardless of whether Executive is employed on the date such Bonus is paid. Any such prorated Bonus shall be paid at such time as bonuses for such year are otherwise paid. Section 3payable.

Bonuses. (a) Executive shall be eligible participate in executive bonus programs, as established from time to receive such bonuses as are approved time by the Compensation Committee of the Board of Directors Directors, or an appropriate committee thereof. This includes participation in the Optical Cable Corporation annual Senior Leadership Team Annual Bonus Criteria (or similar program) each fiscal year. Executive will be provided with at least a 100% annual target bonus opportunity (as a percentage of the Company; provided that Executive shall be eligible annual base salary, as such annual base salary may have been increased from time to receive a time) for any such annual executive bonus of up to 75% of the Base Salary each year pursuant to such bonus plans as may be approved by the Compensation Committee (the "Bonus"). Except as programs which, unless otherwise provided herein, up to 50% of the Bonus will be awarded in connection with the is contingent on achievement of quantified corporate goals. The Board of Directors, or an appropriate committee thereof, may increase, from time to time, Executive’s annual target bonus opportunity percentage, which will become the new minimum annual target bonus opportunity percentage for purposes of this Agreement; provided that the Board, or an appropriate committee thereof, has indicated in writing its intention for such increase to become the new minimum annual target bonus opportunity percentage. If requested by the Board of Directors, or an appropriate committee thereof, Executive may (but is not required to) temporarily consent to a Company earnings per share ("EPS") lower annual target (bonus opportunity for any given year; however, this shall not have the "EPS Bonus") and effect of modifying or changing the remainder of the Bonus shall be subject to the absolute discretion of the Committee based upon the Committee's subjective judgment. (b) Except annual target bonus opportunity percentage as set forth below, the Company EPS target for determination of Executive's EPS Bonus shall be determined in the sole discretion of the Committee, provided that the EPS target used to determine Executive's EPS Bonus shall be identical to the EPS target used to determine the EPS Bonuses for the other executive officers of the Company. For the calendar year ending December 31, 1998, the EPS Bonus will 1 (c) The Bonus Section 6 for any year other than the year for which any such consent is given and further shall not have the effect of modifying or diminishing, whether in the year for which any such consent is given or otherwise, the payment or calculation of any other payment to which Executive otherwise is entitled under this Agreement, including without limitation under the provisions of Section 10. 2. This Amendment may be executed in counterparts by Executive and the Corporation, which when taken together shall constitute the complete original Amendment and shall be paid within fully enforceable, and a reasonable period facsimile signature or electronically transmitted PDF image of time after a signature shall be deemed an original signature for purposes of executing this Amendment. 3. Except as modified by this Amendment, the EPS for such year has been determinedAmended and Restated Employment Agreement of April 11, but in no event later than 75 days after the last day of such year. Executive must be employed 2011, as amended by the Company (or an affiliate) on the date any Bonus is paid to be eligible to receive such Bonus andAmendment, if Executive is not employed by the Company (or an affiliate) on the date any Bonus is paid for any reason whatsoever, Executive shall not be entitled to receive such Bonus; provided, however, that remain in the event Executive (i) dies, (ii) is terminated by the Company by reason of Disability (as defined below), (iii) is terminated without Material Cause (as defined below) following a Change of Control (as defined below), or (iv) resigns following Constructive Discharge (as defined below) following a Change of Control, Executive shall be entitled to receive a pro rated Bonus for that portion of any year prior to such termination (or for the whole year full force and a portion of a year if such termination occurs after December 31 of any year and prior to the date on which the Bonus for such year is paid) regardless of whether Executive is employed on the date such Bonus is paid. Any such prorated Bonus shall be paid at such time as bonuses for such year are otherwise paid. Section 3effect.