Base Annual Retainer. If a Non-Employee Director is elected or appointed to the Board at any time other than at an Annual Meeting, the Base Annual Retainer for the initial term that lasts from the date of election or appointment until the first Annual Meeting to occur thereafter will be reduced on a pro-rata basis, such that the amount payable will be equal to the Base Annual Retainer multiplied by a fraction, the numerator of which is 12 minus the whole number of months from the date of the preceding Annual Meeting until the date of election or appointment and the denominator of which is 12. Subject to Section 4 and Section 5, the ZSU portion of the prorated Base Annual Retainer will be granted on the Base Annual Retainer Vesting Start Date. The number of ZSUs granted will be calculated using the Fair Market Value (as defined in the Plan) of the Class A common stock of the Company as of the Base Annual Retainer Vesting Start Date, rounded down to the nearest whole ZSU.

Base Annual Retainer. Each year, subject to Section 3, Section 4 and Section 5, each Non-Employee Director will be paid an annual retainer of $275,000 (as may be adjusted pursuant to Section 3, the “Base Annual Retainer”). The Base Annual Retainer will be paid $50,000 in cash and $225,000 in RSUs. Subject to Section 4 and Section 5, the RSU portion of the Base Annual Retainer will be granted on the date that such Non-Employee Director is elected or appointed to the Board (the “Base Annual Retainer Vesting Start Date”). The number of RSUs granted will be calculated using the average closing price of the Class A common stock of the Company on the Nasdaq Global Select Market (or any successor listing or exchange) over a 30-trading day period ending on the Base Annual Retainer Vesting Start Date, rounded down to the nearest whole RSU. Subject to Section 3, the RSU portion of the Base Annual Retainer will vest as follows: 25% of the granted RSUs will vest every three months from the Base Annual Retainer Vesting Start Date, with the remainder vesting upon the earlier of # the one-year anniversary of the date of the most recent regular annual meeting of the Company’s stockholders (the “Annual Meeting”) or # the date of the next Annual Meeting, subject to the applicable Non-Employee Director’s Continuous Service through each vesting date. The cash portion of the Base Annual Retainer will be paid on a quarterly basis in accordance with the vesting schedule of the RSU portion of the Base Annual Retainer and shall also be subject to the applicable Non-Employee Director’s Continuous Service through each vesting date.

Annual Retainer Election. For each calendar year of the Non-Employee Director’s service, the Non-Employee Director will have the opportunity to elect in writing in a form provided by the Company and delivered to the Company, prior to January 1 of the applicable year, payment of the Annual Retainer in cash or an equivalent number of Restricted Stock Units (as defined in the Company’s 2014 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”)), determined by dividing # the Annual Retainer by # the Fair Market Value (as defined in the Plan) of one share of the Company’s common stock on the last trading day prior to January 1 of the year to which the Annual Retainer relates. Restricted Stock Units will be issued under, and subject to the terms of, the Equity Plan and a separate restricted stock unit agreement and will vest, subject to the Non-Employee Director’s continued service, in one single installment on January 1 of the year following the year to which the Annual Retainer relates. Unless otherwise determined by the Board, unvested Restricted Stock Units will be forfeited upon the Non- Employee Director’s termination of service.

ANNUAL RETAINER. Each Eligible Participant shall be paid an Annual Retainer for service as a director during each Plan Year. The amount of the Annual Retainer shall be established from time to time by the Board. Until changed by the Board, the Annual Retainer for a full Plan Year shall be $20,000. The Annual Retainer shall be payable as provided in [Section 6.3] of the Restricted Share Plan, and as described in [Section 6.3] the Restricted Share Plan, each Eligible Participant may elect to receive his or her Annual Retainer exclusively in cash, exclusively in Independent Director Shares, or any portion in cash and Independent Director Shares, or on such other terms and conditions as may be authorized by the Company and permitted, without penalty, under Code [[Unknown Identifier]].

Annual Retainer Election. For each calendar year of the Non-Employee Director’s service, the Non-Employee Director will have the opportunity to elect in writing in a form provided by the Company and delivered to the Company, prior to January 1 of the applicable year, payment of the Annual Retainer in cash or an equivalent number of Restricted Stock Units (as defined in the Company’s 2014 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”)), determined by dividing # the Annual Retainer by # the Fair Market Value (as defined in the Plan) of one share of the Company’s common stock on the last trading day prior to January 1 of the year to which the Annual Retainer relates. Restricted Stock Units will be issued under, and subject to the terms of, the Equity Plan and a separate restricted stock unit agreement and will vest, subject to the Non-Employee Director’s continued service, in one single installment on January 1 of the year following the year to which the Annual Retainer relates. Unless otherwise determined by the Board, unvested Restricted Stock Units will be forfeited upon the Non-Employee Director’s termination of service.

Base Annual Retainer. Each year, subject to Section 3, Section 4 and Section 5, each Non-Employee Director will be paid an annual retainer of $250,000 (as may be adjusted pursuant to Section 3, the “Base Annual Retainer”). The Base Annual Retainer will be paid 20% in cash and 80% in ZSUs. Subject to Section 4 and Section 5, the ZSU portion of the Base Annual Retainer will be granted on the date that such Non-Employee Director is elected or appointed to the Board (the “Base Annual Retainer Vesting Start Date”). The number of ZSUs granted will be calculated using the Fair Market Value (as defined in the Plan) of the Class A common stock of the Company as of the Base Annual Retainer Vesting Start Date, rounded down to the nearest whole ZSU. Subject to Section 3, the ZSU portion of the Base Annual Retainer will vest as follows: 25% of the granted ZSUs will vest every three months from the Base Annual Retainer Vesting Start Date, with the remainder vesting upon the earlier of # the one-year anniversary of the date of the most recent regular annual meeting of the Company’s stockholders (the “Annual Meeting”) or # the date of the next Annual Meeting, subject to the applicable Non-Employee Director’s Continuous Service through each vesting date. The cash portion of the Base Annual Retainer will be paid on a quarterly basis in accordance with the vesting schedule of the ZSU portion of the Base Annual Retainer and shall also be subject to the applicable Non-Employee Director’s Continuous Service through each vesting date.

Base Annual Retainer. If a Non-Employee Director is elected or appointed to the Board at any time other than at an Annual Meeting, the Base Annual Retainer for the initial term that lasts from the date of election or appointment until the first Annual Meeting to occur thereafter will be reduced on a pro-rata basis, such that the amount payable will be equal to the Base Annual Retainer multiplied by a fraction, the numerator of which is 12 minus the whole number of months from the date of the preceding Annual Meeting until the date of election or appointment and the denominator of which is 12. Subject to Section 4 and Section 5, the RSU portion of the prorated Base Annual Retainer will be granted on the Base Annual Retainer Vesting Start Date. The number of RSUs granted will be calculated using the Fair Market Value (as defined in the Plan) of the Class A common stock of the Company as of the Base Annual Retainer Vesting Start Date, rounded down to the nearest whole RSU.

b. $60,000 in common stock.

Base Annual Retainer. If a Non-Employee Director is elected or appointed to the Board at any time other than at an Annual Meeting, the Base Annual Retainer for the initial term that lasts from the date of election or appointment until the first Annual Meeting to occur thereafter will be reduced on a pro-rata basis, such that the amount payable will be equal to the Base Annual Retainer multiplied by a fraction, the numerator of which is 12 minus the whole number of months from the date of the preceding Annual Meeting until the date of election or appointment and the denominator of which is 12. Subject to Section 4 and Section 5, the ZSU portion of the prorated Base Annual Retainer will be granted on the Base Annual Retainer Vesting Start Date. The number of ZSUs granted will be calculated using the Fair Market Value (as defined in the Plan) of the Class A common stock of the Company as of the Base Annual Retainer Vesting Start Date, rounded down to the nearest whole ZSU.

Base Annual Retainer. Each year, subject to Section 3, Section 4 and Section 5, each Non-Employee Director will be paid an annual retainer of $250,000 (as may be adjusted pursuant to Section 3, the “Base Annual Retainer”). The Base Annual Retainer will be paid 20% in cash and 80% in ZSUs. Subject to Section 4 and Section 5, the ZSU portion of the Base Annual Retainer will be granted on the date that such Non-Employee Director is elected or appointed to the Board (the “Base Annual Retainer Vesting Start Date”). The number of ZSUs granted will be calculated using the Fair Market Value (as defined in the Plan) of the Class A common stock of the Company as of the Base Annual Retainer Vesting Start Date, rounded down to the nearest whole ZSU. Subject to Section 3, the ZSU portion of the Base Annual Retainer will vest as follows: 25% of the granted ZSUs will vest every three months from the Base Annual Retainer Vesting Start Date, with the remainder vesting upon the earlier of # the one-year anniversary of the date of the most recent regular annual meeting of the Company’s stockholders (the “Annual Meeting”) or # the date of the next Annual Meeting, subject to the applicable Non-Employee Director’s Continuous Service through each vesting date. The cash portion of the Base Annual Retainer will be paid on a quarterly basis in accordance with the vesting schedule of the ZSU portion of the Base Annual Retainer and shall also be subject to the applicable Non-Employee Director’s Continuous Service through each vesting date.