Non-Executive Chair. A Non-Employee Director serving as Non-Executive Chair of the Board shall receive an additional annual retainer of $50,000 for such service.

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”):

For clarity, each Outside Director, other than the Excluded Directors, who serves as the chair of a committee will receive only the additional annual fee as the chair of the committee and not the additional annual fee as a member of such committee while serving as such chair, provided that the Outside Director who serves as the Non-Executive Chair or Lead Independent Director will receive the annual fee as an Outside Director and the additional annual fee as the Non-Executive Chair or Lead Independent Director, as applicable.

Annual Non-Executive Chair Fee. Any Non-Employee Director serving as “Non-Executive Chair” of the Board will earn additional cash compensation for such service at an annual rate of $50,000 (such additional compensation, the “Annual Non-Executive Chair Fee”).

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

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

Annual Non-Executive Chair Fee. Any Non-Employee Director serving as “Non-Executive Chair” of the Board will earn additional cash compensation for such service at an annual rate of $45,000 (such additional compensation, the “Annual Non-Executive Chair Fee”).

Non-Executive Chair. A Non-Employee Director serving as Non-Executive Chair of the Board shall receive an additional annual retainer of $50,000 for such service.

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.

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”):