Annual Retainers. Each Non-Employee Director shall receive an annual retainer of $40,000 for service on the Board.

Annual Cash Retainer for Board Service. Each Independent Director shall be eligible to receive an annual retainer of $40,000 for service on the Board.

Each non-employee director of the Corporation shall receive for calendar year 2023 an annual retainer fee of $80,000, payable $62,500 in cash and $17,500 in restricted stock units to be awarded on the day of the annual meeting of shareholders subject to vesting on the one-year anniversary of the grant date. Non-employee directors with significant additional duties shall receive the following additional annual retainers: (i) $37,500 for the independent Chair of the Board of Directors; (ii) $10,000 for the Chair of the Audit Committee, and (iii) $7,500 for each other Chair of a Board committee.

Each Non-Employee Director will be paid an annual cash retainer of $60,000. There are no per-meeting attendance fees for attending Board or shareholder meetings.

Each non-employee director shall be paid an annual cash retainer of $35,000 prorated for partial periods and paid quarterly in arrears as soon as practicable following the end of each quarter for which payment under this Policy is owed.

Each non-employee director of the Company shall receive for calendar year 2023 an annual retainer fee of $200,000, payable $100,000 in cash, quarterly in arrears, and $100,000 in restricted stock units to be awarded on the day of the 2023 annual meeting of shareholders subject to vesting on the one-year anniversary of the grant date. Non-employee directors with significant additional duties shall receive the following additional annual retainers: (i) $90,000 for the Chair of the Board of Directors; (ii) $12,500 for the Chairs of the Audit and Compensation and Management Development Committees, and (iii) $10,000 for the Chair of the Corporate Governance Committee.

Non-Employee Directors shall be paid an annual cash retainer of $60,000, payable in arrears in quarterly installments of $15,000, for each calendar year of service on the Board. Retainers for partial quarters or years of service shall be pro-rated to reflect the number of days served by a director during a quarter or year. The quarterly installments of the annual retainer shall be paid within 15 days after the end of each calendar quarter.

Non-Executive Chairman of the Board. A Non-Employee Director serving as the Non-Executive Chairman of the Board shall receive an additional annual retainer of $35,000 for such service.

Additional Annual Retainers. In addition, each Non-Employee Director shall receive the following annual retainers:

Lead Director of the Board. A Non-Employee Director serving as the Lead Director of the Board shall receive an additional annual retainer of $20,000 for such service.

Each Non-Employee Director will be entitled to receive the following annual cash retainers for service on the Board: