Each of our non-employee directors, (a “Non-Employee Director”), will receive an annual retention fee of $300,000 to be paid following our annual stockholders meeting. The annual retention fee is comprised of restricted stock units and/or stock options at the election of the Non-Employee Director valued at $250,000 and $50,000 in cash. The Non-Employee Director may also elect to be paid the $50,000 cash retainer in whole or in part in the form of additional restricted stock units and/or stock options. Any cash retention fees will be paid in quarterly installments. The annual equity awards will vest quarterly (i.e., twenty-five percent (25%) will vest every three months).

The annual cash retainers set forth above will be payable in equal quarterly installments, payable in arrears on the last day of each fiscal quarter (each such date, a “Retainer Accrual Date”) in which the service occurred, prorated for any partial quarter of service (based on the number of days served in the applicable position divided by the total number of days in the quarter). All annual cash fees are vested upon payment.

In addition to the Cash Purchase Price and the Loan Payoff Amount, Buyer shall pay to Seller the difference between Five Million and 00/100 Dollars ($5,000,000.00) and the combined sum of the Cash Purchase Price and the Loan Payoff Amount, in five (5) equal annual installments (collectively, the “Annual Installments” and each, individually, an “Annual Installment”). The first such Annual Installment shall be due and payable one (1) year after the date of Closing. Each subsequent Annual Installment shall be due and payable one (1) year thereafter until all such Annual Installments have been paid by Buyer to Seller. Each Annual Installment shall be payable with interest at an annual rate of two percent (2.0%) calculated from the date of Closing to the date of its payment. Such Annual Installments shall be funded with the fees specified in [Section 7.4(c)].”

“Director Cash Compensation” means the total annual retainer, committee chairperson and committee member retainers, retainer for serving as chairperson of the Board and any other fees (but not reimbursement of expenses that would be payable to a Director in cash during a Plan Year absent a deferral election pursuant to [Section 4.1].

Final Annual Cash Compensation. An Officer’s “Final Annual Cash Compensation” means the sum of:

Cash Management and FX Forward Contract Fees. [[Organization A:Organization]] shall pay to [[Organization B:Organization]] fees in connection with the Cash Management Services and the FX Forward Contracts as determined in accordance with [[Organization B:Organization]]’s standard fees and charges then in effect for such activity.

The Independent Director who serves as lead, independent director (“Lead Director”) receives an additional annual cash fee of $50,000. The Lead Director may also elect to be paid in whole or in part in the form of additional restricted stock units and/or stock options. Such cash Lead Director fees will be paid in quarterly installments.

Fees. In accordance with [Section 10.04] of the Credit Agreement, payment by Borrower of the expenses of Administrative Agent in connection with this Amendment and the transactions contemplated hereby to the extent invoiced, including without limitation the reasonable fees and disbursements through the Effective Date of Administrative Agent’s special counsel, Haynes and Boone, LLP.

Fees. The Company shall reimburse the lead Buyer a non-accountable fee of $35,000 for all costs and expenses incurred by it or its affiliates in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (including, without limitation, as applicable, all reasonable legal fees of outside counsel and disbursements of [[Organization B:Organization]], LLP, counsel to the lead Buyer, any other reasonable fees and expenses in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents and due diligence and regulatory filings in connection therewith) (the “Transaction Expenses”) and shall be withheld by the lead Buyer from its Purchase Price at the Closing; provided, that the Company shall promptly reimburse [[Organization B:Organization]], LLP on demand for all Transaction Expenses not so reimbursed through such withholding at the Closing. In addition to the Transaction Expenses, the Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, DTC fees or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.

Fees. (a) The Borrower agrees to pay to the Administrative Agent, for the account of each Revolving Lender, for each day: