"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.

“Annual Retainer” means the annual fee paid to Eligible Directors for service as a member of the Board and the annual fee paid to Eligible Directors who serve as chair of a Board committee for service as chair for the ensuing year. As of the effective date of this amended Plan, the Annual Retainer is paid in advance, in respect of the twelve-month period beginning in May and ending the following April and has typically been paid in April or May for such period. Annual Retainer shall not include fees paid for attending particular meetings of the Board or committees of the Board. The Annual Retainer (including any chairman retainer) is fully earned when paid and is not subject to remittance or recovery in whole or in part should the director receiving the Annual Retainer fail, for any reason, to serve for the entire period for which the retainer is paid.

“Annual Retainer” means the cash portion of any annual retainer paid to an Outside Director, as well as any cash paid to an Outside Director with respect to additional meeting fees or chairman or committee chair fees.

“Annual Retainer” for a particular Director means the retainer (including any additional amounts payable for serving as lead Director or on any committee of the Board), payable to that Director for serving as a Director for the relevant Remuneration Period, as determined by the Board;