Annual Committee Chair Service Retainer (in addition to Annual Committee Member Service Retainer):

The equity compensation set forth below will be granted under the Company’s 2020 Equity Incentive Plan, as it may be amended from time to time (the “2020 Plan”). All stock options granted pursuant to this policy will be nonstatutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the 2020 Plan) of the underlying Common Stock of the Company (the “Common Stock”) on the date of grant, and will have a term of ten years from the date of grant (subject to earlier termination in connection with a termination of service as provided in the 2020 Plan). All equity awards granted pursuant to this policy will vest in full upon a Change in Control (as defined in the 2020 Plan).

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 shall receive an annual retainer for service on the Board (the “Base Retainer”) and additional annual retainers for service as Chairman of the Board or Lead Independent Director or for service on a committee of the Board (each, a “Committee Member Retainer” and together with the Base Retainer, the “Annual Retainers”) as follows:

"Annual Retainer" or "Retainer" means the payments made to Directors for their annual Board service. It includes any additional Retainer paid to Committee Chairpersons or the Board Chairperson. "Base Annual Retainer” means the Annual Retainer without any additional amounts for Committee Chairpersons, Board Chairpersons or otherwise.

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

Annual Board Service Retainer:

Annual Cash Retainer for Board Service

“Director’s Fees” means the annual retainer fee and all meeting fees, committee fees and other Director’s fees earned by the Participant for his service on the Board.

Notwithstanding the foregoing, a portion of each Eligible Director’s annual retainer for Board service shall be automatically deferred in Phantom Shares in accordance with Section V.3 below.