Common use of Bonus Compensation Clause in Contracts

Bonus Compensation. During the term hereof, the Executive shall participate in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salary.

Bonus Compensation. During the term hereof, the Executive shall participate in be eligible to receive a bonus (the "Discretionary Bonus") for each fiscal year, prorated for any period of service less than one year, as provided herein. The amount and timing of the Discretionary Bonus, if any, shall be determined by the Company’s Senior Executive Annual Incentive Plan, in its sole discretion, based on the Executive's performance (including but not limited to Executive's performance against revenue and profit targets) and that of the Company and its Affiliates and such other criteria as it the Compensation Committee may consider in its sole discretion. The Discretionary Bonus shall be amended from time to time pursuant paid by the Company to the terms thereof (Executive annually promptly after determination that the “Plan,” a current copy relevant targets have been met, it being understood that the attainment of which is attached hereto as Exhibit A) any financial targets associated with any bonus shall not be determined until following the completion of the Company's annual audit and public announcement of such results and shall be eligible for a bonus award thereunder (paid promptly following the “Bonus”). For purposes Company's announcement of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding yearearnings. Whenever any Discretionary Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Discretionary Bonus shall be prorated by multiplying (x) the amount of the Discretionary Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Discretionary Bonus shall be in addition to the Base Salary, as well as participation in any other incentive, stock option, stock purchase, profit sharing, deferred compensation, bonus compensation or severance plan, program or arrangement which the Company or any of its Affiliates may adopt or continue from time to time for which the Executive is eligible, each as in accordance with any subscription agreement, stock option plan, and stock option agreement identified, from time to time.

Bonus Compensation. During the term hereof, the Executive shall participate be eligible to receive a bonus (the "Discretionary Bonus") for each fiscal year, prorated for any period of service less than one year, as provided herein. The amount and timing of the Discretionary Bonus, if any, shall be determined by the Company, in its sole discretion, based on the Executive's performance (including but not limited to Executive’s performance against revenue and profit targets) and that of the Company and its Affiliates and such other criteria as the Compensation Committee may consider in its sole discretion. The Discretionary Bonus shall be paid by the Company to the Executive annually promptly after determination that the relevant targets have been met, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy annual audit and public announcement of which is attached hereto as Exhibit A) such results and shall be eligible for a bonus award thereunder (paid promptly following the “Bonus”). For purposes Company’s announcement of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding yearearnings. Whenever any Discretionary Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Discretionary Bonus shall be prorated by multiplying (x) the amount of the Discretionary Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Discretionary Bonus shall be in addition to the Base Salary, as well as participation in any other incentive, stock option, stock purchase, profit sharing, deferred compensation, bonus compensation or severance plan, program or arrangement which the Company or any of its Affiliates may adopt or continue from time to time for which the Executive is eligible, each as in accordance with any subscription agreement, stock option plan, and stock option agreement identified, from time to time.

Bonus Compensation. During the term hereofTerm, the Executive shall participate in the Company’s Senior Executive Annual Incentive PlanPlan or such other annual bonus plan maintained by the Company for its executives, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A”) and shall be eligible for a annual bonus award awards thereunder (the each annual bonus award, a “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty one hundred percent (50100%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 ninety (90) days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 three hundred and sixty five (365) and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the CompanyCompany as its Executive Vice President, Chief Financial Officer. The Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the PlanPlan or other performance objectives associated with the Bonus) by the Board or the Compensation Committee in accordance with the terms of the Plan. Any compensation paid to the Executive as a Bonus shall be in addition to the Base Salary.

Bonus Compensation. 4.2.1 During the term hereofTerm, the Executive shall participate in the Company’s Senior Executive Annual Incentive PlanPlan or such other annual bonus plan maintained by the Company for its executives, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A”) and shall be eligible for a annual bonus award awards thereunder (the each annual bonus award, a “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty one hundred percent (50100%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding yearSalary. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 three hundred and sixty five (365) and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the CompanyCompany as its Executive Vice President, Chief Financial Officer. The Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the PlanPlan or other performance objectives associated with the Bonus) by the Board or the Compensation Committee in accordance with the terms of the Plan. Any compensation paid to the Executive as a Bonus shall be in addition to the Base Salary. Notwithstanding anything to the contrary in this Agreement, Executive’s Bonus for fiscal year 2022 shall not be prorated.

Bonus Compensation. During In addition to any salary payable pursuant to Section 3(a) above, for the term hereoffirst fiscal year of the Company commencing on or immediately following the Effective Date, Executive shall be eligible to receive in respect of such fiscal year a bonus (the "Bonus"), based on the achievement, as determined by the Board in its sole discretion, of certain performance standards as agreed to by Executive and the Board, with a target Bonus of two hundred thousand dollars ($200,000) (the "Target Bonus"), payable in a combination of 50% cash and 50% vested shares of common stock of the Company ("Common Stock") (the stock portion of any such Bonus, the Executive "Stock Grant"). The number of shares comprising any Stock Grant shall participate be determined by dividing the applicable portion of the Bonus being awarded in Common Stock by the Company’s Senior Executive Annual Incentive Planfair market value (as determined by the Board in good faith) of the Common Stock on the date of grant. Any Stock Grant described in this Section, as it may be amended from time to time separately granted pursuant to the terms thereof (of a stock agreement, and this Section is not intended to duplicate such grant. In addition to any salary payable pursuant to Section 3(a) above, for each succeeding fiscal year of the “Plan,” a current copy of which is attached hereto as Exhibit A) and Company Executive shall also be eligible for a bonus award thereunder (the “Bonus”). For purposes to receive an annual bonus, based on achievement of the Plancertain performance standards, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually as determined by the Board in its sole discretion, payable in a combination of Directors cash and vested shares of Common Stock, as determined by the Board in its sole discretion, and to the extent permitted by law and applicable stock exchange listing requirements; provided, however, that to the extent that any amount of such annual bonus exceeds the Target Bonus, such excess amount may be paid in the form of unvested Common Stock, as determined by the Board in its sole discretion. For calendar year 2005, Executive's bonus will be calculated according to the Annual Incentive Bonus and Compensation Plan of Brookdale Living Communities, Inc. in effect prior to the consummation of the Conveyance, as adjusted for merger and initial public offering costs (the “Board”) or"2005 Bonus"). The cash portion of each Bonus, if the Board delegates 2005 Bonus and any other annual bonus shall be paid to Executive within a reasonable time after the Specified Percentage determination process to a Committee end of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be but in no event later than thirty (30) days (the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x"Outside Payment Date") the amount following completion of the Bonus otherwise earned and payable Company's audit for the applicable fiscal year year, which the Company shall endeavor in accordance with this Sub-Section 4.2 by (y) a fraction, good faith to complete within three months of the denominator last day of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year; provided, however, that the Outside Payment Date may not be later than the later of (i) two and one- half (2-1/2) months after the end of the applicable fiscal year; and (ii) two and one- half (2-1/2) months after the end of the calendar year; and the stock grant portion, if any, of each Bonus shall be made on such date as the Board determines in its discretion, though no later than the applicable Outside Payment Date. Notwithstanding anything to the contrary contained herein, no Bonus in respect of any fiscal year for which of the Company will be due to Executive was unless Executive is employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination Company on the last day of the achievement fiscal year in respect of which the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salaryis awarded.

Bonus Compensation. During In addition to any salary payable pursuant to Section 3(a) above, for the term hereoffirst fiscal year of the Company commencing on or immediately following the Effective Date, Executive shall be eligible to receive in respect of such fiscal year a bonus (the "Bonus"), based on the achievement, as determined by the Board in its sole discretion, of certain performance standards as agreed to by Executive and the Board, with a target Bonus of one hundred thousand dollars ($100,000) (the "Target Bonus"), payable in a combination of 50% cash and 50% vested shares of common stock of the Company ("Common Stock") (the stock portion of any such Bonus, the Executive "Stock Grant"). The number of shares comprising any Stock Grant shall participate be determined by dividing the applicable portion of the Bonus being awarded in Common Stock by the Company’s Senior Executive Annual Incentive Planfair market value (as determined by the Board in good faith) of the Common Stock on the date of grant. Any Stock Grant described in this Section, as it may be amended from time to time separately granted pursuant to the terms thereof (of a stock agreement, and this Section is not intended to duplicate such grant. In addition to any salary payable pursuant to Section 3(a) above, for each succeeding fiscal year of the “Plan,” a current copy of which is attached hereto as Exhibit A) and Company Executive shall also be eligible for a bonus award thereunder (the “Bonus”). For purposes to receive an annual bonus, based on achievement of the Plancertain performance standards, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually as determined by the Board in its sole discretion, payable in a combination of Directors cash and vested shares of Common Stock, as determined by the Board in its sole discretion, and to the extent permitted by law and applicable stock exchange listing requirements; provided, however, that to the extent that any amount of such annual bonus exceeds the Target Bonus, such excess amount may be paid in the form of unvested Common Stock, as determined by the Board in its sole discretion. For calendar year 2005, Executive's bonus will be calculated according to the Annual Incentive Bonus and Compensation Plan of Brookdale Living Communities, Inc. in effect prior to the consummation of the Conveyance, as adjusted for merger and initial public offering costs (the “Board”) or"2005 Bonus"). The cash portion of each Bonus, if the Board delegates 2005 Bonus and any other annual bonus shall be paid to Executive within a reasonable time after the Specified Percentage determination process to a Committee end of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be but in no event later than thirty (30) days (the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x"Outside Payment Date") the amount following completion of the Bonus otherwise earned and payable Company's audit for the applicable fiscal year year, which the Company shall endeavor in accordance with this Sub-Section 4.2 by (y) a fraction, good faith to complete within three months of the denominator last day of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year; provided, however, that the Outside Payment Date may not be later than the later of (i) two and one-half (2 1/2) months after the end of the applicable fiscal year; and (ii) two and one-half (2 1/2) months after the end of the calendar year; and the stock grant portion, if any, of each Bonus shall be made on such date as the Board determines in its discretion, though no later than the applicable Outside Payment Date. Notwithstanding anything to the contrary contained herein, no Bonus in respect of any fiscal year for which of the Company will be due to Executive was unless Executive is employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination Company on the last day of the achievement fiscal year in respect of which the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salaryis awarded.

Bonus Compensation. During the term hereof, the Executive shall participate be eligible to receive a bonus (the "Discretionary Bonus") for each fiscal year, prorated for any period of service less than one year, as provided herein. The amount and timing of the Discretionary Bonus, if any, shall be determined by the Company, in its sole discretion, based on the Executive's performance (including but not limited to Executive’s performance against revenue and profit targets) and that of the Company and its Affiliates and such other criteria as the Compensation Committee may consider in its sole discretion. The Discretionary Bonus shall be paid by the Company to the Executive quarterly promptly after determination that the relevant targets have been met, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy quarterly audit and public announcement of which is attached hereto as Exhibit A) such results and shall be eligible for a bonus award thereunder (paid promptly following the “Bonus”). For purposes Company’s announcement of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding yearearnings. Whenever any Discretionary Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Discretionary Bonus shall be prorated by multiplying (x) the amount of the Discretionary Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Discretionary Bonus shall be in addition to the Base Salary, as well as participation in any other incentive, stock option, stock purchase, profit sharing, deferred compensation, bonus compensation or severance plan, program or arrangement which the Company or any of its Affiliates may adopt or continue from time to time for which the Executive is eligible, each as in accordance with any subscription agreement, stock option plan, and stock option agreement identified, from time to time.

Bonus Compensation. During Beginning as of the Effective Date and during the term hereof, the Executive shall participate be eligible to receive a bonus (the “Discretionary Bonus”) with a target amount of $55,000 for each fiscal quarter, prorated for any period of service less than one fiscal quarter, as provided herein. The Discretionary Bonus, if earned, will be paid within thirty (30) days following the end of each fiscal quarter during the term hereof. The Discretionary Bonus will become payable based on the Executive’s satisfactory performance of his duties hereunder, as determined by the Compensation Committee of the Board (or, in the Companyabsence of a Compensation Committee, the Board, in which case all references to the Compensation Committee hereunder shall deemed to be a reference to the Board), in its sole discretion. The Compensation Committee may review the Executive’s Senior Executive Annual Incentive Plan, as it may be amended performance from time to time pursuant to the terms thereof (the “Plan,” a current copy and may provide for lesser or greater bonus payments based upon achievement of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be partial or additional criteria established annually or determined by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process Compensation Committee from time to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding yeartime. Whenever any Discretionary Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full yearfiscal quarter, such Discretionary Bonus shall be prorated by multiplying (x) the amount of the Discretionary Bonus otherwise earned and payable for the applicable fiscal year quarter in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 the number of days in the applicable fiscal quarter and the numerator of which shall be the number of days during the applicable fiscal year quarter for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salary.

Bonus Compensation. During the term hereof, the Executive shall participate be eligible to receive a cash bonus in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof amount of $50,000 (the “Plan,” a current copy Renewal Bonus”) for each twelve (12)-month period during the term of which is attached hereto this Agreement, payable within sixty (60) days following the Effective Date and each anniversary thereof during the term, subject to Executive’s continued employment in good standing, as Exhibit A) and determined by the Board in its sole discretion, on the applicable payment date. Executive’s eligibility to receive the Renewal Bonus shall be eligible for a bonus award thereunder (in addition to, and not in lieu of, Executive’s eligibility to receive the “Bonus”)Discretionary Bonus mentioned below. For purposes of During the Planterm hereof, the Executive shall be eligible to receive a bonus (the “Discretionary Bonus”) for a each fiscal year, prorated for any period of service less than one year, as provided herein. The amount and timing of the Discretionary Bonus, and if any, shall be determined by the Company, in its sole discretion, based on the Executive’s specified percentage performance (including but not limited to Executive’s performance against revenue and profit targets) and that of the “Specified Percentage”) for Company and its Affiliates and such other criteria as the Compensation Committee may consider in its sole discretion. The Discretionary Bonus shall initially be fifty percent (50%) paid by the Company to the Executive annually promptly after determination that the relevant targets have been met but in all events prior to December 31 of Base Salary the year following the year to which the applicable Discretionary Bonus relates, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s annual audit and public announcement of such results and shall thereafter be established annually by paid promptly following the Board Company’s announcement of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding yearearnings. Whenever any Discretionary Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Discretionary Bonus shall be prorated by multiplying (x) the amount of the Discretionary Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Discretionary Bonus shall be in addition to the Base Salary, as well as participation in any other incentive, stock option, stock purchase, profit sharing, deferred compensation, bonus compensation or severance plan, program or arrangement which the Company or any of its Affiliates may adopt or continue from time to time for which the Executive is eligible, each as in accordance with any subscription agreement, stock option plan, and stock option agreement identified, from time to time.

Bonus Compensation. During In addition to any salary payable pursuant to Section 3(a) above, for the term hereoffirst fiscal year of the Company commencing on or immediately following the Effective Date, Executive shall be eligible to receive in respect of such fiscal year a bonus (the "Bonus"), based on the achievement, as determined by the Board in its sole discretion, of certain performance standards as agreed to by Executive and the Board, with a target Bonus of one hundred and fifty thousand dollars ($150,000) (the "Target Bonus"), payable in a combination of 50% cash and 50% vested shares of common stock of the Company ("Common Stock") (the stock portion of any such Bonus, the Executive "Stock Grant"). The number of shares comprising any Stock Grant shall participate be determined by dividing the applicable portion of the Bonus being awarded in Common Stock by the Company’s Senior Executive Annual Incentive Planfair market value (as determined by the Board in good faith) of the Common Stock on the date of grant. Any Stock Grant described in this Section, as it may be amended from time to time separately granted pursuant to the terms thereof (of a stock agreement, and this Section is not intended to duplicate such grant. In addition to any salary payable pursuant to Section 3(a) above, for each succeeding fiscal year of the “Plan,” a current copy of which is attached hereto as Exhibit A) and Company Executive shall also be eligible for a bonus award thereunder (the “Bonus”). For purposes to receive an annual bonus, based on achievement of the Plancertain performance standards, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually as determined by the Board in its sole discretion, payable in a combination of Directors cash and vested shares of Common Stock, as determined by the Board in its sole discretion, and to the extent permitted by law and applicable stock exchange listing requirements; provided, however, that to the extent that any amount of such annual bonus exceeds the Target Bonus, such excess amount may be paid in the form of unvested Common Stock, as determined by the Board in its sole discretion. For calendar year 2005, Executive's bonus will be calculated according to the Annual Incentive Bonus and Compensation Plan of Brookdale Living Communities, Inc. in effect prior to the consummation of the Conveyance, as adjusted for merger and initial public offering costs (the “Board”) or"2005 Bonus"). The cash portion of each Bonus, if the Board delegates 2005 Bonus and any other annual bonus shall be paid to Executive within a reasonable time after the Specified Percentage determination process to a Committee end of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be but in no event later than thirty (30) days (the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x"Outside Payment Date") the amount following completion of the Bonus otherwise earned and payable Company's audit for the applicable fiscal year year, which the Company shall endeavor in accordance with this Sub-Section 4.2 by (y) a fraction, good faith to complete within three months of the denominator last day of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year; provided, however, that the Outside Payment Date may not be later than the later of (i) two and one- half (2-1/2) months after the end of the applicable fiscal year; and (ii) two and one- half (2-1/2) months after the end of the calendar year; and the stock grant portion, if any, of each Bonus shall be made on such date as the Board determines in its discretion, though no later than the applicable Outside Payment Date. Notwithstanding anything to the contrary contained herein, no Bonus in respect of any fiscal year for which of the Company will be due to Executive was unless Executive is employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination Company on the last day of the achievement fiscal year in respect of which the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salaryis awarded.

Bonus Compensation. During the term hereofTerm, the Executive shall participate in the Company’s Senior Executive Annual Incentive PlanPlan or such other annual bonus plan maintained by the Company for its executives, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A”) and shall be eligible for a annual bonus award awards thereunder (the each annual bonus award, a “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty one hundred percent (50100%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 ninety (90) days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 three hundred and sixty five (365) and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the CompanyCompany as its Executive Vice President and Chief Technology Officer. The Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the PlanPlan or other performance objectives associated with the Bonus) by the Board or the Compensation Committee in accordance with the terms of the Plan. Any compensation paid to the Executive as a Bonus shall be in addition to the Base Salary.

Bonus Compensation. During the term hereof, the Executive shall participate in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty one hundred percent (50100%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salary.

Bonus Compensation. During the term hereof, the Executive shall participate in the Company’s Senior Executive 2.3.1 Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall Bonus - Employee will be eligible for a to earn an annual bonus award thereunder (the “Bonus”) based on Employee’s achievement of certain bonus objectives (Objectives”) established by the Employee subject to the approval of the Compensation Committee of the Board (“Compensation Committee”). For purposes It shall be the joint obligation of the PlanEmployee and the Compensation Committee to develop and agree to written achievable Objectives within the first forty five (45) days of the applicable bonus year. Any annual Bonus and any Bonus to be awarded, if any, will be solely based upon achievement of the Executive written Objectives. The sole responsibility of the Compensation Committee with regard to Employee’s bonus is to determine whether the written objectives have been met. The target amount of the Bonus for any given employment year, assuming that all of the target milestones are met, shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty an amount equal to thirty percent (5030%) of the Base Salary in effect for the applicable year. Notwithstanding anything herein to the contrary, the Parties hereby acknowledge and shall thereafter be established annually by agree that the Compensation Committee shall, in accordance with NASDAQ rules and regulations for publicly traded companies, comprise independent directors of the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committeeonly. In the event that the Company has not established a Compensation Committee, the independent directors of the Board or Committee does not approve shall determine whether the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding yearObjectives have been satisfied. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the The amount of the Bonus otherwise earned and payable for annual bonus, if any, shall be determined by the applicable fiscal Compensation Committee, based upon a pre-established formula based upon Employee’s achievement of the Objectives. In order to be eligible to receive the full amount of any annual bonus, Employee must be employed by the Company on the last day of the year in accordance with this Sub-Section 4.2 by (y) a fractionwhich the annual bonus is earned. The annual bonus, the denominator of which if any, shall be 365 and paid in the numerator of which shall be calendar year following the number of days during the applicable fiscal calendar year for which the Executive was employed annual bonus is due, but in any event no later than March 15 of such year, provided that if the Company’s annual financial statements have not been audited and approved by the Board prior to such date, and if an audit later determines that the Objectives were not achieved at the levels on which the bonus was paid to Employee, then within five (5) business days after such determination, Employee shall return any overpaid sums to Company. Executive agrees and understands that If the Company is unable to pay any prorated Bonus payments or other Compensation from the execution date of this Agreement, the outstanding amount will be made only after determination accrue simple interest at the rate of the achievement of the applicable Performance Measures (as defined in the Planfive) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salary5% per annum.

Bonus Compensation. During In addition to any salary payable pursuant to Section 3(a) above, for the term hereoffirst fiscal year of the Company commencing on or immediately following the Effective Date, Executive shall be eligible to receive in respect of such fiscal year a bonus (the "Bonus"), based on the achievement, as determined by the Board in its sole discretion, of certain performance standards as agreed to by Executive and the Board, with a target Bonus of two hundred thousand dollars ($200,000) (the "Target Bonus"), payable in a combination of 50% cash and 50% vested shares of common stock of the Company ("Common Stock") (the stock portion of any such Bonus, the Executive "Stock Grant"). The number of shares comprising any Stock Grant shall participate be determined by dividing the applicable portion of the Bonus being awarded in Common Stock by the Company’s Senior Executive Annual Incentive Planfair market value (as determined by the Board in good faith) of the Common Stock on the date of grant. Any Stock Grant described in this Section, as it may be amended from time to time separately granted pursuant to the terms thereof (of a stock agreement, and this Section is not intended to duplicate such grant. In addition to any salary payable pursuant to Section 3(a) above, for each succeeding fiscal year of the “Plan,” a current copy of which is attached hereto as Exhibit A) and Company Executive shall also be eligible for a bonus award thereunder (the “Bonus”). For purposes to receive an annual bonus, based on achievement of the Plancertain performance standards, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually as determined by the Board in its sole discretion, payable in a combination of Directors cash and vested shares of Common Stock, as determined by the Board in its sole discretion, and to the extent permitted by law and applicable stock exchange listing requirements; provided, however, that to the extent that any amount of such annual bonus exceeds the Target Bonus, such excess amount may be paid in the form of unvested Common Stock, as determined by the Board in its sole discretion. For calendar year 2005, Executive's bonus will be calculated according to the Annual Incentive Bonus and Compensation Plan of Brookdale Living Communities, Inc. in effect prior to the consummation of the Conveyance, as adjusted for merger and initial public offering costs (the “Board”) or"2005 Bonus"). The cash portion of each Bonus, if the Board delegates 2005 Bonus and any other annual bonus shall be paid to Executive within a reasonable time after the Specified Percentage determination process to a Committee end of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be but in no event later than thirty (30) days (the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x"Outside Payment Date") the amount following completion of the Bonus otherwise earned and payable Company's audit for the applicable fiscal year year, which the Company shall endeavor in accordance with this Sub-Section 4.2 by (y) a fraction, good faith to complete within three months of the denominator last day of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year; provided, however, that the Outside Payment Date may not be later than the later of (i) two and one-half (2 1/2) months after the end of the applicable fiscal year; and (ii) two and one-half (2 1/2) months after the end of the calendar year; and the stock grant portion, if any, of each Bonus shall be made on such date as the Board determines in its discretion, though no later than the applicable Outside Payment Date. Notwithstanding anything to the contrary contained herein, no Bonus in respect of any fiscal year for which of the Company will be due to Executive was unless Executive is employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination Company on the last day of the achievement fiscal year in respect of which the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salaryis awarded.

Bonus Compensation. During the term hereof, the Executive shall participate in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salary.

Bonus Compensation. During In addition to any salary payable pursuant to Section 3(a) above, for the term hereoffirst fiscal year of the Company commencing after the Effective Date, Executive shall be eligible to receive in respect of such fiscal year a bonus (the "Bonus"), based on the achievement, as determined by the Board in its sole discretion, of certain performance standards as agreed to by Executive and the Board, with a target Bonus of two hundred thousand dollars ($200,000) (the "Target Bonus"), payable in a combination of 50% cash and 50% vested shares of common stock of the Company ("Common Stock") (the stock portion of any such Bonus, the Executive "Bonus Stock Grant"). The number of shares comprising any Bonus Stock Grant shall participate be determined by dividing the applicable portion of the Bonus being awarded in Common Stock by the Company’s Senior Executive Annual Incentive Plan, fair market value (as it determined by the Board in good faith) of the Common Stock on the date of grant. Any Bonus Stock Grant described in this Section may be amended from time to time separately granted pursuant to the terms thereof (of a stock agreement, and this Section is not intended to duplicate such grant. In addition to any salary payable pursuant to Section 3(a) above, for each succeeding fiscal year of the “Plan,” a current copy of which is attached hereto as Exhibit A) and Company Executive shall also be eligible for a bonus award thereunder (the “Bonus”). For purposes to receive an annual bonus, based on achievement of the Plancertain performance standards, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually as determined by the Board in its sole discretion, payable in a combination of Directors cash and vested shares of Common Stock, as determined by the Board in its sole discretion, and to the extent permitted by law and applicable stock exchange listing requirements; provided, however, that to the extent that any amount of such annual bonus exceeds the Target Bonus, such excess amount may be paid in the form of unvested Common Stock, as determined by the Board in its sole discretion. For calendar year 2006, Executive's bonus will be calculated according to the 2006 bonus formula of ARC in effect prior to the consummation of the Merger, as adjusted as mutually agreed-upon by the Company and the Executive to give effect to the impact of the Merger (the “Board”) or"2006 Bonus").] The cash portion of each Bonus, if the Board delegates 2006 Bonus and any other annual bonus shall be paid to Executive within a reasonable time after the Specified Percentage determination process to a Committee end of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be but in no event later than thirty (30) days (the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x"Outside Payment Date") the amount following completion of the Bonus otherwise earned and payable Company's audit for the applicable fiscal year year, which the Company shall endeavor in accordance with this Sub-Section 4.2 by (y) a fraction, good faith to complete within three months of the denominator last day of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year; provided, however, that the Outside Payment Date may not be later than the later of (i) two and one- half (2-1/2) months after the end of the applicable fiscal year; and (ii) two and one- half (2-1/2) months after the end of the calendar year; and the stock grant portion, if any, of each Bonus shall be made on such date as the Board determines in its discretion, though no later than the applicable Outside Payment Date. Notwithstanding anything to the contrary contained herein, no Bonus in respect of any fiscal year for which of the Company will be due to Executive was unless Executive is employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination Company on the last day of the achievement fiscal year in respect of which the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salaryis awarded.

Bonus Compensation. During the term hereofTerm, the Executive shall participate in the Company’s Senior Executive Annual Incentive PlanPlan or such other annual bonus plan maintained by the Company for its executives, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A”) and shall be eligible for a annual bonus award awards thereunder (the each annual bonus award, a “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty one hundred percent (50100%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 ninety (90) days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 three hundred and sixty five (365) and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the CompanyCompany as its Executive Vice President - Chief Marketing Officer. The Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the PlanPlan or other performance objectives associated with the Bonus) by the Board or the Compensation Committee in accordance with the terms of the Plan. Any compensation paid to the Executive as a Bonus shall be in addition to the Base Salary.

Bonus Compensation. During the term hereof, the (a) Executive shall be entitled to participate in the Company’s Senior Executive Annual Incentive Plan's profit sharing program with other key employees of the Company. The program provides for a profit pool (the "Bonus Pool") consisting of 15% of the Company's pre-tax income for each fiscal year of the Company and its consolidated subsidiaries, as it may be amended determined by the Company's independent public accountants for financial reporting purposes in accordance with generally accepted accounting principles, practices and methods, consistently applied, as adjusted to eliminate any undue distortions resulting from time to time pursuant to the terms thereof (pre-tax effects of any extraordinary corporate transactions or other significant, non-recurring items or adjustments accounted for during the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Bonus”)applicable fiscal year. For purposes of the Plan, the Executive shall be eligible for entitled to an allocation of not less than 50% of the Bonus Pool (the "Annual Bonus Amount"). The Board, or a Bonusduly constituted committee thereof, may allocate additional amounts of the Bonus Pool to Executive. Subject to the contractual rights of other persons entitled to participate in the Bonus Pool, and to the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee concurrence of the Board, or a duly constituted committee thereof, the entitlement of the other officers of the Company to the remainder of the Bonus Pool will be made by Executive. Except as otherwise provided herein, the Annual Bonus Amount shall be due and payable as soon as practicable after the end of each fiscal year. Executive shall be paid monthly bonus estimates (the "Monthly Estimates") on or before the fifth day after the completion of each month during the Term. The Monthly Estimates to be paid Executive during the Term shall be one-twelfth of the annualized pre-tax income of the Company calculated in each fiscal year of the Term based on the pre-tax income of the Company for the fiscal quarter or quarters which have elapsed in each such Committeefiscal year and for which financial data is then available; provided, however, that the Monthly Estimates for the first three (3) months of each fiscal year shall be based on the preliminary estimate of the pre-tax income of the Company and its consolidated subsidiaries for the preceding fiscal year. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 Within thirty (30) days of the beginning end of each fiscal quarter during the Term (the "Quarterly Adjustment Date"), Executive shall be paid an amount equal to any shortfall between the aggregate of the Monthly Estimates paid Executive in the prior fiscal quarter (the "Aggregate Monthly Payments") and the then estimated annualized income (the "Latest Estimated Annualized Income"). To the extent that the Aggregate Monthly Estimates exceed the Latest Estimated Annualized Income, such excess shall be carried forward and shall reduce equally the amount of each of the Monthly Estimates to be paid to Executive during the following quarter. When audited financial statements become available for a fiscal year during the Term, a reconciliation shall be made between the Monthly Bonus Amounts paid in respect of such year and the Annual Bonus Amount for such year. To the extent that the Aggregate Monthly Estimates paid during such fiscal year are less than the Annual Bonus Amount, such Specified Percentage shortfall shall be paid to Executive. If such Aggregate Monthly Estimates exceeded the same as Annual Bonus Amount, the immediately preceding yearexcess shall be applied to reduce equally the amount of each of the Monthly Estimates to be paid to Executive during the following quarter. Whenever any Bonus payable The bonus with respect to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus first fiscal year shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance during such year, commencing with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base SalaryCommencement Date.

Bonus Compensation. During the term hereof, the Executive Employee shall participate also be entitled to an annual performance-related bonus as set forth in the next succeeding sentence commencing with the Company’s Senior Executive Annual Incentive Plan's fiscal year ended March 31, as it may 1999 (the "1999 Fiscal Year"). Employee shall be amended from time entitled to time a bonus (the "Bonus Compensation") pursuant to the terms thereof of the Management Incentive Plan of the Company (the “"Plan,” a current copy of which is attached hereto as Exhibit A") and shall be eligible for a bonus award thereunder (the “Bonus”). For purposes equal to 30% of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process paid to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as Employee in the immediately preceding year. Whenever any Bonus payable fiscal year if and to the Executive is stated in this Agreement extent that the Xxxxx Division and Galion, Inc. achieve earnings before interest charges, income taxes, depreciation and amortization ("EBITDA") of a target amount(s) to be prorated fixed each year by the Committee (the "Target") as determined by reference to the Company's audited financial statements for such fiscal year prepared by the Company's certified public accountants (the "Accountants") in accordance with generally accepted accounting principles; provided, however, that (i) in the event that EBITDA is less than 100% of the Target but equal to or greater than 90% of the Target for any period of service less than a full yearfiscal year during the Term, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned Compensation shall be reduced by 5% for every 1% that EBITDA is below the Target for each such fiscal year, (ii) in the event that EBITDA is below 90% of the Target for any fiscal year during the Term, the Bonus Compensation shall be equal to zero, and payable (iii) in the event that EBITDA is greater than the Target for any fiscal year during the Term, the amount of the Bonus Compensation shall be increased by 4% for every 1% that EBITDA is above the Target for each such fiscal year, up to a maximum of 90% of the Base Salary (the Bonus Compensation, as adjusted, shall be referred to herein as the "Bonus Compensation"); provided, further, that, notwithstanding any of the foregoing, the Bonus Compensation for the applicable 1999 Fiscal Year shall be at least thirty thousand dollars ($30,000). All issues of interpretation in connection with the calculation of the Bonus Compensation of Employee shall be resolved by the Committee in its reasonable discretion. The Company shall pay the Bonus Compensation to Employee for each fiscal year in accordance with this Sub-Section 4.2 by of the Term within (y30) a fraction, days of the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed completion by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination Accountants of their audit of the achievement Company's financial statements for each such fiscal year, unless the employment of the applicable Performance Measures (Employee shall have been terminated for any reason prior to such date, except as defined set forth in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base SalarySections 7.1 and 7.2 below.

Bonus Compensation. During In addition to any salary payable pursuant to Section 3(a) above, for the term hereoffirst fiscal year of the Company commencing after the Effective Date, Executive shall be eligible to receive in respect of such fiscal year a bonus (the "Bonus"), based on the achievement, as determined by the Board in its sole discretion, of certain performance standards as agreed to by Executive and the Board, with a target Bonus of two hundred thousand dollars ($200,000) (the "Target Bonus"), payable in a combination of 50% cash and 50% vested shares of common stock of the Company ("Common Stock") (the stock portion of any such Bonus, the Executive "Bonus Stock Grant"). The number of shares comprising any Bonus Stock Grant shall participate be determined by dividing the applicable portion of the Bonus being awarded in Common Stock by the Company’s Senior Executive Annual Incentive Plan, fair market value (as it determined by the Board in good faith) of the Common Stock on the date of grant. Any Bonus Stock Grant described in this Section may be amended from time to time separately granted pursuant to the terms thereof (of a stock agreement, and this Section is not intended to duplicate such grant. In addition to any salary payable pursuant to Section 3(a) above, for each succeeding fiscal year of the “Plan,” a current copy of which is attached hereto as Exhibit A) and Company Executive shall also be eligible for a bonus award thereunder (the “Bonus”). For purposes to receive an annual bonus, based on achievement of the Plancertain performance standards, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually as determined by the Board in its sole discretion, payable in a combination of Directors (the “Board”) orcash and vested shares of Common Stock, if as determined by the Board delegates in its sole discretion, and to the Specified Percentage determination process extent permitted by law and applicable stock exchange listing requirements; provided, however, that to a Committee the extent that any amount of such annual bonus exceeds the BoardTarget Bonus, such excess amount may be paid in the form of unvested Common Stock, as determined by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a in its sole discretion. The Target Bonus for each successive year after fiscal year, such Specified Percentage 2007 shall be reviewed on an annual basis in accordance with Executive's annual performance evaluation and adjusted at the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated Company's sole discretion; provided, however, in this Agreement to be prorated for any period of service less than a full year, such Bonus no event shall be prorated by multiplying (x) the amount of the Target Bonus otherwise earned and payable for the applicable any fiscal year in accordance with this Sub-Section 4.2 be reduced below two hundred thousand dollars ($200,000) without Executive's approval. Notwithstanding anything herein to the contrary, Executive shall be guaranteed to receive a 2006 cash Bonus calculated by multiplying two hundred thousand dollars (y$200,000) by a fraction, the numerator of which shall the number of days during the period beginning with the Effective Date and ending with December 31, 2006 and the denominator of which shall be 365 365, and a Bonus for fiscal 2007 of at least two hundred thousand dollars ($200,000) in cash. The cash portion of each Bonus, the numerator of which 2006 Bonus and any other annual bonus shall be paid to Executive within a reasonable time after the number end of the fiscal year, but in no event later than thirty (30) days during (the "Outside Payment Date") following completion of the Company's audit for the applicable fiscal year for year, which the Company shall endeavor in good faith to complete within three months of the last day of the applicable fiscal year; provided, however, that the Outside Payment Date may not be later than the later of (i) two and one- half (2-1/2) months after the end of the applicable fiscal year; and (ii) two and one- half (2-1/2) months after the end of the calendar year; and the stock grant portion, if any, of each Bonus shall be made on such date as the Board determines in its discretion, though no later than the applicable Outside Payment Date. Notwithstanding anything to the contrary contained herein, no Bonus in respect of any fiscal year of the Company will be due to Executive was unless Executive is employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination Company on the last day of the achievement fiscal year in respect of which the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salaryis awarded.

Bonus Compensation. During the term hereofTerm, the Executive shall participate in the Company’s Senior Executive Annual Incentive PlanPlan or such other annual bonus plan maintained by the Company for its executives, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A”) and shall be eligible for a annual bonus award awards thereunder (the each annual bonus award, a “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be one hundred and fifty percent (50150%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 ninety (90) days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 three hundred and sixty five (365) and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (Company as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salary.its President, U.S. &