Individual Limit. Notwithstanding anything in this Plan to the contrary, the aggregate dollar value of equity-based (based on the grant date fair value of equity-based Awards as determined for financial reporting purposes) and cash compensation granted under this Plan or otherwise during any calendar year to any individual Outside Director for services in such capacity shall not exceed ​; provided, however, that in the calendar year in which an Outside Director first joins the Board or is first designated as Chairman of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation to the Outside Director may be up to two hundred percent (200%) of the foregoing limit. For avoidance of doubt, compensation will count towards this limit for the calendar year in which it was granted or earned, and not later when distributed, in the event it is deferred.

Individual Limit. Notwithstanding anything in this Plan to the contrary, the aggregate dollar value of equity-based (based on the grant date fair value of equity-based Awards as determined for financial reporting purposes) and cash compensation granted under this Plan or otherwise during any calendar year to any individual Outside Director for services in such capacity shall not exceed ​; provided, however, that in the calendar year in which an Outside Director first joins the Board or is first designated as Chairman of the Board of Directors or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation to the Outside Director may be up to two hundred percent (200%) of the foregoing limit. For avoidance of doubt, compensation will count towards this limit for the calendar year in which it was granted or earned, and not later when distributed, in the event it is deferred.

Limitations on Director Awards. The aggregate dollar value of equity-based (based on the grant date fair valueFair Market Value of equity-based Awards as determined for financial reporting purposes)Awards) and cash compensation granted under this Plan or otherwise during any calendar year to any individual Outsideone Director for services in such capacity shall not exceed ​; provided, however, that in theany calendar year in which an Outsidea Director first joins the Board or is first designatedserves as Chairman of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation to the Outside Director may be up to two hundred percent (200%) of​, and the foregoing limit. For avoidancelimit shall not count any Stock Appreciation Rights granted in conjunction with all or part of doubt, compensation will count towards this limit for the calendar year in which it wasany Award granted or earned, and not later when distributed, in the event it is deferred.hereunder.

Outside Director Award Limitations. No Outside Director may be paid, issued, or granted, in any Fiscal Year, equity awards (including any Awards issued under this Plan to the contrary, thePlan) with an aggregate dollarvalue (the value of equity-which will be based (based on thetheir grant date fair value of equity-based Awards as determined in accordance with U.S. generally accepted accounting principles) and any other compensation (including without limitation any cash retainers or fees) that, in the aggregate, exceed ​, increased to ​for financial reporting purposes) and cash compensation granted under this Plan or otherwise during any calendar year to any individualsuch Outside Director for services in such capacity shall not exceed ​; provided, however, that in the calendar yearFiscal Year in which an Outside Director firsthe or she joins the Board as an Outside Director. Any Awards or is first designatedother compensation paid or provided to an individual for his or her services as Chairmanan Employee, or for his or her services as a Consultant (other than as an Outside Director), will not count for purposes of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation to the Outside Director may be up to two hundred percent (200%) of the foregoing limit. For avoidance of doubt, compensation will count towardslimitation under this limit for the calendar year in which it was granted or earned, and not later when distributed, in the event it is deferred.[Section 15(a)].

The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any Outside Director in this Plana calendar year period shall not exceed ​; provided, however that such amount shall be ​ for the calendar year in which the applicable Outside Director is initially elected or appointed to the contrary,Board (or such other limit as may be set forth in [Section 3(d)] of the aggregate dollar value2020 Plan or any similar provision of equity-a successor plan). For this purpose, the “amount” of equity compensation paid in a calendar year shall be determined based (based on the grant date fair value of equity-based Awardsthereof, as determined for financial reporting purposes) and cash compensation granted under this Planin accordance with ASC 718 or otherwise during any calendar yearits successor provision, but excluding the impact of estimated forfeitures related to any individual Outside Director for services in such capacity shall not exceed ​; provided, however, that in the calendar year in which an Outside Director first joins the Board or is first designated as Chairman of the Board or Lead Director, the maximum aggregate dollar value of equity-service-based and cash compensation to the Outside Director may be up to two hundred percent (200%) of the foregoing limit. For avoidance of doubt, compensation will count towards this limit for the calendar year in which it was granted or earned, and not later when distributed, in the event it is deferred.vesting conditions.

The aggregate dollar valueamount of equity-based (based on the grant date fair value of equity-based Awards as determined for financial reporting purposes)compensation, including both equity compensation and cash compensation granted under this Plan or otherwise duringcompensation, paid to any Outside Director in a calendar year to any individual Outside Director for services in such capacityperiod shall not exceed ​; provided, however,however that in the calendar year in which an Outside Director first joins the Board or is first designated as Chairman of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation to the Outside Director maysuch amount shall be up to two hundred percent (200%) of the foregoing limit. For avoidance of doubt, compensation will count towards this limit​ for the calendar year in which it was grantedthe applicable Outside Director is initially elected or earned, and not later when distributed,appointed to the Board (or such other limit as may be set forth in [Section 3(b)] of the event it is deferred.2021 Plan or any similar provision of a successor plan). For this purpose, the “amount” of equity compensation paid in a calendar year shall be determined based on the Value as calculated in [Section II(a)].

The aggregate dollar valueamount of equity-based (based on the grant date fair value of equity-based Awards as determined for financial reporting purposes)compensation, including both equity compensation and cash compensation granted under this Plan or otherwise duringcompensation, paid by the Company to any Outside Director in a calendar year to any individualfor services as an Outside Director for services in such capacityperiod shall not exceed ​; provided, however, that in the calendar year in which an Outside Director first joins the Board or is first designated as Chairman of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation to the Outside Director maysuch amount shall be up to two hundred percent (200%) of the foregoing limit. For avoidance of doubt, compensation will count towards this limit​ for the calendar year in which it was grantedthe applicable Outside Director is initially elected or earned,appointed to the Board of Directors; (or such other limits as may be set forth in [Section 3(b)] of the Company’s 2020 Stock Option and not later when distributed,Incentive Plan or any similar provision of a successor plan). For this purpose, the “amount” of equity compensation paid in a calendar year shall be determined based on the event it is deferred.grant date fair value thereof, as determined in accordance with FASB ASC Topic 718 or its successor provision, but excluding the impact of estimated forfeitures related to service-based vesting conditions.

The aggregate dollar valueamount of equity-based (based on the grant date fair value of equity-based Awards as determined for financial reporting purposes)compensation, including both equity compensation and cash compensation granted under this Plan or otherwise duringcompensation, paid by the Company to any Outside Director in a calendar year to any individualfor services as an Outside Director for services in such capacityperiod shall not exceed ​; provided, however, that in the calendar year in which an Outside Director first joins the Board or is first designated as Chairman of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation to the Outside Director maysuch amount shall be up to two hundred percent (200%) of the foregoing limit. For avoidance of doubt, compensation will count towards this limit​ for the calendar year in which it was grantedthe applicable Outside Director is initially elected or earned,appointed to the Board of Directors; (or such other limits as may be set forth in [Section 3(b)] of the Company’s 2021 Stock Option and not later when distributed,Incentive Plan or any similar provision of a successor plan). For this purpose, the “amount” of equity compensation paid in a calendar year shall be determined based on the event it is deferred.grant date fair value thereof, as determined in accordance with FASB ASC Topic 718 or its successor provision, but excluding the impact of estimated forfeitures related to service-based vesting conditions.

The aggregate dollar valueamount of equity-based (based on the grant date fair value of equity-based Awards as determined for financial reporting purposes)compensation, including both equity compensation and cash compensation granted under this Plan or otherwise duringcompensation, paid by the Company to any Outside Director in a calendar year to any individualfor services as an Outside Director for services in such capacity shall not exceed ​; provided, however, that in the calendar year in which an Outside Director first joins the Board or is first designated as Chairman of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation to the Outside Director maysuch amount shall be up to two hundred percent (200%) of the foregoing limit. For avoidance of doubt, compensation will count towards this limit​ for the calendar year in which it was grantedthe applicable Outside Director is initially elected or earned,appointed to the Board of Directors; (or such other limits as may be set forth in [Section 3(b)] of the Company’s 2021 Stock Option and not later when distributed,Incentive Plan or any similar provision of a successor plan). For this purpose, the “amount” of equity compensation paid in a calendar year shall be determined based on the event it is deferred.grant date fair value thereof, as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 or its successor provision, but excluding the impact of estimated forfeitures related to service-based vesting conditions.

The aggregate dollar valueamount of equity-based (based on the grant date fair value of equity-based Awards as determined for financial reporting purposes)compensation, including both equity compensation and cash compensation granted under this Plan or otherwise duringcompensation, paid by the Company to any Outside Director in a calendar year to any individualfor services as an Outside Director for services in such capacityperiod shall not exceed ​; provided, however, that in the calendar year in which an Outside Director first joins the Board or is first designated as Chairman of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation to the Outside Director maysuch amount shall be up to two hundred percent (200%) of the foregoing limit. For avoidance of doubt, compensation will count towards this limit​ for the calendar year in which it was grantedthe applicable Outside Director is initially elected or earned,appointed to the Board of Directors; (or such other limits as may be set forth in [Section 3(d)] of the Company’s 2022 Stock Option and not later when distributed,Incentive Plan or any similar provision of a successor plan). For this purpose, the “amount” of equity compensation paid in a calendar year shall be determined based on the event it is deferred.grant date fair value thereof, as determined in accordance with FASB ASC Topic 718 or its successor provision, but excluding the impact of estimated forfeitures related to service-based vesting conditions.