“Cash Retainer” means the designated annual cash retainer, paid quarterly, for Non-Employee Directors established from time to time by the Board as annual compensation for services rendered, exclusive of compensation for service as a member of any committee designated by the Board or in connection with any meeting of the Board or special assignment, and exclusive of reimbursements for expenses incurred in performance of service as a Director.

“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.