No Outside Director may be granted Awards with Values, and be provided cash retainers or fees, with amounts that, in any Fiscal Year, in the aggregate, exceed $750,000, provided that, in the Fiscal Year containing an Outside Director’s Initial Start Date, such limit will be increased to $1,000,000. Any Awards or other compensation provided to an individual # for his or her services as an Employee, or for his or her services as a Consultant other than as an Outside Director, or # prior to the Effective Date, will be excluded for purposes of the foregoing limit.
No Outside Director may be granted Awards with Values, and be provided cash retainers or fees, with amounts that, in any Fiscal Year, in the aggregate, exceed $750,000, provided that, in the Fiscal Year containing an Outside Director’s Initial Start Date, such limit will be increased to $1,000,000. Any Awards or other compensation provided to an individual # for his or her services as an Employee, or for his or her services as a Consultant other than as an Outside Director, or # prior to the Effective Date, will be excluded for purposes of the foregoing limit.
No Outside Director may be granted Awards with Values, and be provided cash retainers or fees, with amounts that,issued, in any Fiscal Year, cash payments (including the fees under Section 1 above) with a value greater than $175,000, provided that such limit shall be $250,000 with respect to any Outside Director who serves in the aggregate, exceed $750,capacity of Non-Executive Chairman of the Board, Lead Director and/or Audit Committee Chair at any time during the Fiscal Year. No Outside Director may be granted, in any Fiscal Year, Awards with a grant date Value greater than $600,000, provided that,increased to $900,000 in the Fiscal Year containingof his or her initial service as an Outside Director’s Initial Start Date, such limit will be increased to $1,000,000.Director. Any Awards or other compensation providedgranted to an individual # for his or her services as an Employee, or for his or her services as a Consultant other than as an Outside Director, or # prior to the Effective Date, will be excluded for purposes of the foregoing limit.limitations under this Section 6.
No Outside Director may be grantedpaid, issued or granted, in any fiscal year, any cash compensation and Awards with Values, and be provided cash retainers or fees, with amounts that, in any Fiscal Year, in the aggregate, exceed $750,an aggregate value greater than $1,000, provided that, in the Fiscal Year containing000 for an Outside Director’s Initial Start Date, such limitfirst year of service or $750,000 in any subsequent year. The value of any Award will be increased to $1,000,000.based on its Fair Value. Any cash compensation paid or Awards or other compensation providedgranted to an individual # for his or her services as an Employee, or for his or her services as a Consultant other(other than as an Outside Director, or # prior to the Effective Date,Director), will be excludednot count for purposes of the foregoing limit.limitation under this [Section 5]. For purposes of this Policy, “Fair Value” means the grant date fair value of an Award determined in accordance with U.S. generally accepted accounting principles.
Outside Director Award Limitations. No Outside Director may be grantedpaid, issued, or granted, in any Fiscal Year, equity awards (including any Awards issued under this Plan) with Values,an aggregate value (the value of which will be based on their grant date fair value determined in accordance with U.S. generally accepted accounting principles) and be providedany other compensation (including without limitation any cash retainers or fees, with amountsfees) that, in any Fiscal Year, in the aggregate, exceed $750,000, provided that, inincreased to $1,000,000 for such Outside Director for the Fiscal Year containingin which he or she joins the Board as an Outside Director’s Initial Start Date, such limit will be increased to $1,000,000.Director. Any Awards or other compensation paid or provided to an individual # for his or her services as an Employee, or for his or her services as a Consultant other(other than as an Outside Director, or # prior to the Effective Date,Director), will be excludednot count for purposes of the foregoing limit.limitation under this Section 15(a).
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