Annual Committee Chair Fees. Each Non-Employee Director serving as the chair 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 Chair Fee”):

Annual Committee Chair Retainer Generally. Subject to the remaining provisions of this Article III, each Non-Employee Director who serves as the chair of a committee of the Board (a “Committee Chair”) during any calendar year will receive an additional annual retainer in respect of his or her service as such Committee Chair (the “Annual Committee Chair Retainer”). The amount of the Annual Committee Chair Retainer payable for any such calendar year to each Non-Employee Director who is a Committee Chair during such period (a “Non-Employee Director/Committee Chair”) will be equal to # $15,000 for service as a Non-Employee Director/Committee Chair of the Audit Committee, and/or # an amount, if any, as determined by the Board for service as a Non-Employee Director/Committee Chair of any other committee of the Board as may be established at any time, in each case, as modified by the remainder of this Article III. Except as otherwise provided in [Section 5.5], the Annual Committee Chair Retainer to be paid to any Non-Employee Director/Committee Chair will be payable in cash.

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

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 Committee Chair Fees. Each Non-Employee Director serving as the chair 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 Chair Fee”):

Each Outside Director who serves as chair of the Board or chair or member of a committee of the Board will be paid additional annual fees as follows:

Annual Committee Member (other than Chair) Fees:

Each Outside Director who serves as chair of the Board or chair or member of a committee of the Board will be paid additional annual fees as follows:

Committee Chair and Membership Annual Cash Retainer. Each Outside Director who serves as chairman or a member of a committee of the Board will be paid additional annual fees as follows:

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