Annual Board Member Retainer Generally. Subject to the remaining provisions of this Article II, each Non-Employee Director will receive an annual retainer in respect of his or her service as a member of the Board during such calendar year (the “Annual Board Member Retainer”). The amount of the Annual Board Member Retainer payable to each Non-Employee Director for each calendar year will be equal to $40,000, as modified by the remainder of the provisions of this Article II. Except as otherwise provided in [Section 5.5], the Annual Board Member Retainer to be paid to each Non-Employee Director will be payable in cash.

Annual Board Member Fee. Each Non-Employee Director will earn cash compensation for service as member of the Board at an annual rate of $45,000 (such compensation, the “Annual Board Member Fee”).

Annual Committee Member Fee. Each Non-Employee Director serving as a non-chair member of one or more of the following committees of the Board will earn cash compensation for such service at the annual rate set forth here (such compensation, the “Annual Committee Member Fee”):

Payment. The Annual Board Member Fee, Annual Non-Executive Chair Fee, Annual Committee Chair Fee and Annual Committee Member Fee (together, the “Annual Fees”)

Payment. The Annual Board Member Fee, Annual Non-Executive Chair Fee, Annual Committee Chair Fee and Annual Committee Member Fee (together, the “Annual Fees”) earned by each Non-Employee Director will be paid quarterly in arrears on the last business day of each calendar quarter. In the event that a Non-Employee Director serves on the Board, as Non-Executive Chair or as a chair or member of a committee for less than an entire quarter, the portion of the applicable Annual Fees earned and

Annual Fee. Subject to Section I.B. below, the Company will pay each Outside Director an annual fee of $75,000 for serving on the Board (the “Annual Fee”). The Annual Fee will be paid, in arrears, in four equal installments on a quarterly basis with each quarterly payment paid on the last day of the applicable quarter.

Annual Committee Member Fee. Each Non-Employee Director serving as a non-chair member of one or more of the following committees of the Board will earn cash compensation for such service at the annual rate set forth here (such compensation, the “Annual Committee Member Fee”):

Annual Board Chairperson Fee. In lieu of the Annual Fee, the Company will pay the Outside Director who serves as the Chairperson of the Board an annual fee of $180,000 for such service (the “Annual Board Chairperson Fee”). The Annual Board Chairperson Fee will be paid, in arrears in four equal installments on a quarterly basis with each quarterly payment paid on the last day of the applicable quarter.

Annual Board Member Fee. Each Non-Employee Director will earn cash compensation for service as member of the Board at an annual rate of $40,000 (such compensation, the “Annual Board Member Fee”).

Annual Board Chairperson Fee. In lieu of the Annual Fee, the Company will pay the Outside Director who serves as the Chairperson of the Board an annual fee of $180,000 for such service (the “Annual Board Chairperson Fee”). The Annual Board Chairperson Fee will be paid, in arrears in four equal installments on a quarterly basis with each quarterly payment paid on the last day of the applicable quarter.