Adjustment to Amount or Terms of Award. The Board shall have sole discretion to adjust the amount of the Equity Retainer to be paid in the form of RSUs and the terms of any such RSU Award. Except as the Board may otherwise determine, any increase or decrease in an Eligible Director’s Annual Retainer during a period with respect to which such Eligible Director has already been granted an RSU Award shall be implemented by increasing or decreasing the cash portion of such Eligible Director’s annual retainer.

Award Agreements. Each Award hereunder shall be evidenced by an Award Agreement that shall specify the terms and conditions of the Award and any rules applicable thereto. An Award shall be effective only upon delivery to a Participant, either electronically or by paper means, of an Award Agreement. In the event of a conflict between the terms of the Plan and any Award Agreement, the terms of the Plan shall prevail.

RSU Award. The Company makes this Award of [Number] RSUs to the Grantee on the date noted above (the "Grant Date"). These RSUs are subject to forfeiture and to limits on transferability until they vest, as provided in [Sections 2, 3 and 4]4] of this Agreement and in [Article VI] of the Plan.

Award Agreement. Except as otherwise set forth in an Award Agreement delivered to the Participant, each Stock Appreciation Right shall be governed by the following terms and conditions, as well as such other terms and conditions not inconsistent therewith as the Administrator may consider appropriate in each case.

The Participant’s manager is responsible for determining whether the Participant has met the Award qualifiers and other terms of the Plan, prior to providing an Award recommendation. The Award recommendation should be primarily based on the performance of the Participant (including but not limited to risk performance) and in consideration of the performance of the line of business and the Company.

Award Limits. Notwithstanding any provision in the Plan to the contrary,

Annual Award. On the first Trading Day immediately following each Annual Meeting of the Company’s stockholders (an “Annual Meeting”) that occurs after the Effective Date, each Outside Director who has been serving as an Outside Director for at least six (6) months as of the date of such Annual Meeting automatically will be granted an award of Options (an “Annual Award”) to purchase a number of Shares having a Value of $379,000, with any resulting fraction rounded down to the nearest whole Share. Each Annual Award will be scheduled to vest on the earlier of # the one-year anniversary of the date the Annual Award is granted or # the day prior to the date of the Annual Meeting next following the date the Annual Award is granted, in each case, subject to the Outside Director continuing to be Service Provider through the applicable vesting date.

Award Date. The term “Award Date” with respect to each Participant means the date the Company grants Restricted Stock Units as set forth in the Award for such Participant.

Target Award. The Target Award for each Target is set forth below

Award Agreement. Each Award of Restricted Stock shall be evidenced by an Award Agreement. Each Award Agreement shall contain provisions regarding terms and conditions, in each case not inconsistent with this Plan, as may be determined from time to time by the Committee. Shares issued under an Award of Restricted Stock may be issued in the name of the Participant and held by the Participant or held by the Company, in each case as the Committee may provide.