A.

The plan year for this bonus is January 1, 2023 to December 31, 2023.

B.

Your bonus plan is subject to change each year.

C.

Your bonus will be calculated using your actual current base salary as of December 31, 2023.

D.

Your eligibility for a bonus and the amount due will be determined solely by the Compensation Committee of the Company’s Board of Directors, in its discretion.

E.

Bonus payments will be made in one lump sum no later than March 15, 2024, minus applicable state and federal taxes.  Other deductions may apply, e.g., 401(K) deductions, etc.    

F.

You must be employed in the same position on December 31, 2023 to be eligible for a bonus, except as described below in (H.)

G.

You will not receive a bonus if for any reason you are in a position on December 31, 2023 that is not eligible for a bonus or if you are not actively employed in a bonus-eligible position by the Company or a Company subsidiary on the date that the bonus is paid.

H.

If you are promoted or transferred during the plan year from one bonus-eligible position to another bonus-eligible position, the bonus components common to both plans carry over to the new position.  Plan components unique to the original bonus-eligible position will be paid based on time spent in that position, and plan components unique to the new bonus-eligible position will be paid based on time spent in that position.  

I.

If you are hired into a bonus-eligible position during the year, or if you are promoted during the plan year from a position that is ineligible for a bonus into a bonus-eligible position, you will be eligible for a pro-rated bonus, based on time spent in the bonus-eligible position.

J.

If you are transferred during the plan year from a bonus-eligible position to a position that is not bonus-eligible, you will be eligible for a pro-rated bonus based on time spent in the bonus-eligible position.

K.

Notwithstanding any other provision hereof, if the Human Capital Management and Compensation Committee determines, in its sole discretion, that you have at any time falsified Company documents or violated Company policy, or that you had knowledge of such actions by employees under your direction and did not take corrective actions, you will not be entitled to receive any bonus hereunder.

L.

If any bonus amount was paid as a result of misrepresented or inaccurate performance results or metrics, the Human Capital Management and Compensation Committee expressly reserves the discretionary right to recoup those erroneous bonus overpayments immediately from any future wages and compensation, subject to all applicable local, state and federal laws pertaining thereto, or require repayment of some or all of the erroneous bonus compensation paid.

M.

Any disputes over your bonus will be resolved by the Human Capital Management and Compensation Committee, in its sole discretion.

N.

The Human Capital Management and Compensation Committee reserves the right, in its sole discretion, to reward outstanding performance in unique situations by awarding an employee a bonus outside the terms of the 2023 Executive Bonus Plan.

O.

The performance results for purposes of the 2023 Executive Bonus Plan from which the bonus is determined may be subject to adjustments as recommended by the Executive Chairman or President and Chief Executive Officer and approved by the Human Capital Management and Compensation Committee, in its sole discretion, for the year 2023.  Final performance results and bonus calculations under the 2023 Executive Bonus Plan are subject to change based on approved adjustments to Plan, as determined by the Human Capital Management and Compensation Committee, in its sole discretion.

P.

If a significant business or product line acquisition or sale is consummated by the Company, or if the Company should incur or recognize unusual or exceptional charges or revenue, during the year 2023, then the bonus calculations hereunder may be adjusted to include or exclude, as appropriate, the revenues, pre-tax profit and/or other key operating measures of such acquisition or sale, or to exclude or adjust for such unusual or exceptional items, to the extent and in such amounts as the Human Capital Management and Compensation Committee, in its sole discretion, shall determine.

II.

Plan Components

A.

General Provisions

B.

Revenue to Plan Component

C.

Pre-Tax Profit Plan Achievement Component