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

Annual Retainer: You will be eligible for an annual cash retainer in the amount of $45,000. You will also be eligible for an additional annual cash retainer in the amount of $5,000 for service as the chairperson of any Board committee. The retainers will be paid quarterly in arrears and will be prorated for any partial quarter of service.

“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.

Such RSUs will be referred to as the “Retainer RSUs,” and the election to receive such Retainer RSUs, a “Retainer Grant Election”. Absent such timely Retainer Grant Election, an Eligible Director will receive an Annual Board Service Retainer in cash as described above.

Annual Committee Chair Service Retainer (in lieu of Annual Committee Member Service Retainer):

The annual Board retainer remains at $100,000;

For newly elected directors or a newly appointed committee chair, the annual board retainer and annual chair retainer, if applicable, are payable pro-rata for the year of election.

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 only for 2019 and the prior Plan Years.

Additional Annual Retainer for Non-Executive Chair of the Board: $35,000

Any other Board retainer fees to be paid in cash will, for the term ending with the 2018 Annual Meeting, be annualized and prorated over 10 months. Board and committee. The prorated Board retainer fees, any meeting fees paid in cash for the term ending with the 2018 Annual Meeting, and any Board retainer and other meeting fees paid in cash for any applicable term after the 2018 Annual Meeting, will be paid at the times and in the manner provided for in the Company's director compensation program as from time to time in effect.