Common use of Standards of Reasonableness Clause in Contracts

Standards of Reasonableness. Revenue goals should be set at reasonable levels. The following standards will be applied to the setting of goals for each sales representative and will be used as a framework for assessing the reasonableness of goals: a) A comparison of the questioned goals to the goals of previous comparable periods (by the month, quarter or year, as applicable) and the goals assigned to other sales reps in the same vertical b) Catastrophic losses or windfall additions to the relevant territory or book of business, (e.g. revenue changes produced by an advertiser going out of business or purchasing a significant onetime campaign) c) Changes in market conditions that affect advertisers' needs d) The elimination or addition of products that affect the sales representatives' book of business e) Unexpected changes in print circulation or digital advertising impressions f) The timeliness with which the sales representative was provided his/her revenue goals. Specifically, monthly goals should be provided to sales representatives by the last Monday of the month preceding the applicable month; quarterly goals by the last Monday of the month preceding the start of the applicable quarter. Any performance· in excess of $50,000 above goal will trigger a windfall review, which may result in revenue over $50,000 being excluded from the established commission calculation. However, management may choose to reward such performance with additional bonuses or incentive payments. Any revenue excluded from the commission calculations will not be included in the subsequent year's sales goals. Wage payments for all non-work time (such as sick leave, vacation, bereavement, jury duty, etc.) will be those listed in the table below, effective January 1, 20172019. Severance, life insurance and 401(k) contributions will be calculated on the employees' total earnings. Category New Non- Work Paid Rate Corporate 30.4785 Majors/Nationals 27.9637 Inside Sales S 1 16.2806 Inside Sales S2 17.2321 Inside Sales S3 18.4813 Outside Sales S1 20.1926 Outside Sales S2 21.6802 Outside Sales S3 23.2565 Outside Sales S4 26.0342

Standards of Reasonableness. Revenue goals should be set at reasonable levels. The following standards will be applied to the setting of goals for each sales representative and will be used as a framework for assessing the reasonableness of goals: a) A comparison of the questioned goals to the goals of previous comparable periods (by the month, quarter or year, as applicable) and the goals assigned to other sales reps in the same vertical b) Catastrophic losses or windfall additions to the relevant territory or book of business, (e.g. revenue changes produced by an advertiser going out of business or purchasing a significant onetime campaign) c) Changes in market conditions that affect advertisers' needs d) The elimination or addition of products that affect the sales representatives' book of business e) Unexpected changes in print circulation or digital advertising impressions f) The timeliness with which the sales representative was provided his/her revenue goals. Specifically, monthly quarterly goals should shall be provided to sales representatives by the last Monday of the month preceding the applicable month; quarterly goals by the last second Monday of the month preceding the start of the applicable quarter. Quarterly goals shall be broken down by month. Any performance· performance in excess of $50,000 above goal will trigger a windfall review, which may result in revenue over $50,000 being excluded from the established commission calculation. However, management may choose to reward such performance with additional bonuses or incentive payments. Any revenue excluded from the commission calculations will not be included in the subsequent year's sales goalsgoals but will be included in the assessment of a change in classification for the subsequent year. Wage payments for all non-work time (such as sick leave, vacation, bereavement, jury duty, etc.) will be those listed in the table below, effective January 1, 20172019. Severance, life insurance and 401(k) contributions will be calculated on the employees' total earnings. Category New Non- Work Paid Rate The following rates represent a 5% premium over the minimum base rates. Corporate 30.4785 (XL Book) 32.13 Majors/Nationals 27.9637 (XL Book) 29.46 Outside Sales (Large Book) 26.51 Inside Sales S 1 16.2806 Inside Sales S2 17.2321 Inside Sales S3 18.4813 Outside Sales S1 20.1926 Outside Sales S2 21.6802 Outside Sales S3 23.2565 Outside Sales S4 26.0342(Medium Book) 20.80 In respect and deference to the Guild contract the following provisions will be made to accommodate inactive cross sales into the Portland Press Herald/Maine Sunday Telegram: