Annual Committee Chair Service Retainer (in addition to Annual Committee Member Service Retainer):

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).

Research and Development Committee. A Non-Employee Director serving as Chairperson of the Research and Development Committee shall receive an additional annual retainer of $10,000 for such service. A Non-Employee Director serving as a member other than the Chairperson of the Research and Development Committee shall receive an additional annual retainer of $5,000 for such service.

For service as member of the audit committee other than as its Chair: an annual cash retainer of $7,500 (in addition to any annual cash retainers otherwise paid).

Committee Member Annual Retainer Fees

Each member of the Audit Committee will be paid an annual cash retainer fee of $12,000. The Chair of the Audit Committee will receive a supplemental annual retainer fee of $20,000. Each member of the Executive Compensation and Personnel Policies Committee will be paid an annual cash retainer fee of $7,500 and the Chair of the Executive Compensation and Personnel Policies Committee will receive a supplemental annual retainer fee of $15,000. Members of the Nominating and Corporate Governance Committee will each receive an annual retainer fee of $5,000 and the Chair of the Nominating and Corporate Governance Committee will receive a supplemental annual retainer fee of $12,500.

Chairperson of the Compensation Committee. An Outside Director serving as Chairperson of the Compensation Committee shall receive an additional annual retainer of $15,000 for such service.

All Independent (non-employee) Directors receive annual compensation of $125,000 for service as Directors, consisting of a $75,000 base annual retainer, and commencing in January 2016 unrestricted stock awards with an annual value of $50,000. The Lead Independent Director, the Chairperson of the Audit Committee of the Board of Directors, and the Chairperson of the Compensation and Governance Committee of the Board of Directors each receive an additional $10,000 annual retainer fee. The retainer fee is paid in quarterly installments.

Election. Prior to 5:00 p.m. Eastern time on the final business day preceding June 1 of a given calendar year or, for a Non-Employee Director whose service as a Non-Employee Director commences in such given calendar year, such later date on which the Non-Employee Director’s service as a Non-Employee Director commences and that occurs prior to July 1 of such given calendar year (in any case, the “Election Deadline”), by delivery to the Company of a written election in a form provided by the Company (an “Election”), a Non-Employee Director may elect to receive payment of the entire Annual Retainer payable to the Non-Employee Director under this Program for services performed during the period beginning on July 1 occurring after the Election Deadline and ending on June 30 of the following calendar year (each such period, a “Service Year”) in the form of one or more options (each, an “Elective Option”) to purchase shares of the Company’s common stock (“Shares”) as set forth in this Section I(B) and Section II(D) rather than in cash in accordance with Section I(A). A Non-Employee Director who makes an Election will be granted a separate Elective Option for the Base Retainer (a “Base Retainer Elective Option”) and for each Committee Member Retainer (a “Committee Member Retainer Elective Option”) that such Non-Employee Director would, as of the applicable Issue Date, otherwise have been entitled to receive under this Program in cash for service on the Board and its committees during the applicable Service Year. If a Non-Employee Director commences service on a committee of the Board following the Issue Date for a given Service Year, the Non-Employee Director will receive the Committee Member Retainer for such committee service during the corresponding Service Year in cash pursuant to Section I(A) and not in the form of a Committee Member Retainer Elective Option under this Section II(B).

Chairperson of the Payments Innovation Committee. An Outside Director serving as Chairperson of the Payments Innovation Committee shall receive an additional annual retainer of $50,000 for such service.