Notwithstanding the foregoing, for each Outside Director who holds Company equity awards granted prior to the Registration Date (the “Pre-IPO Awards”) that remain unvested on the Annual Meeting date, the Value of the Annual Award granted to such Outside Director with respect to such Annual Meeting will be calculated by subtracting the Pre-IPO Award Value (as defined below) from $175,000. If the Pre-IPO Award Value is equal to or greater than $175,000, the Outside Director will not receive an Annual Award with respect to such Annual Meeting.

For purposes of example only, if the Pre-IPO Award Value held by an Outside Director is $75,000, the Value of the Annual Award with respect to such Annual Meeting will equal $100,000 ($175,000 minus $75,000).