Non-Employee Director serving as Board Chair: N/A

Independent Chair of the Board Service Retainer (in addition to Eligible Director Service Retainer): $30,000

Non-executive chairperson of the Board: $70,000 (inclusive of Annual Board Service Retainer)

those Employees who, in the opinion of the Committee, have demonstrated a capacity for contributing in a substantial manner to the success of the Company and its Subsidiaries,

Chairman of the Board Service Retainer (in addition to Eligible Director Service Retainer):

Outside Director serving as Chairperson: $35,000 (in addition to above).

Lead Independent Director Service Retainer (in addition to Annual Board Service Retainer): $25,000

Employee Non-Solicitation. During the Restricted Time, you will not in any way, including through another person acting on your recommendation, suggestion, identification or advice, # solicit, employ or retain any person who is employed by the Company or an Affiliate, or # otherwise induce or attempt to induce # any such person to terminate his or her employment with the Company or an Affiliate or to accept any position with any other entity, or # any prospective employee not to establish an employment relationship with the Company or an Affiliate. A “prospective employee” is a person who was in communications or negotiations to become an employee of the Company or an Affiliate during the Relevant Period.

Israeli Non-Employee. Any tax consequences arising from the grant or exercise of any Option or grant of Shares, or from the sale or transfer of such awards or from any other event or act (of the Company and/or its Affiliate or the Israeli Non-Employee), shall be borne solely by the Israeli Non-Employee.

Non-Executive Chairman Fee: $ 40,000