Payment Date. Unless the Eligible Director selects a later Payment Date in accordance with the rules set forth in this Paragraph 5, the Payment Date for a Program Award of RSUs shall be the first (1st) anniversary of the date of grant or, if earlier (but only in the case of a Program Award granted immediately following an annual meeting of stockholders of the Company), the day immediately preceding the date of the annual meeting (if any) of stockholders of the Company next following the date of grant. An Eligible Director may, on the Selection Date, or, if he is elected to the Board for the first time, on a date that is no later than 15 days after the date of such first election to the Board, in lieu of the Payment Date specified in the immediately preceding sentence, irrevocably (except as hereinafter provided) select a Payment Date with respect to such Program Award that is the second (2nd), third (3rd), fourth (4th), or fifth (5th) anniversary of the date of grant (an “Alternative Initial Payment Date”). Any Eligible Director who has timely selected an Alternative Initial Payment Date may at any time thereafter but prior to the earlier to occur of # the Eligible Director’s ceasing to be a member of the Board for any reason or # the date that is twelve months prior to the Alternative Initial Payment Date, irrevocably select a deferred payment date (the “Deferred Payment Date”) that is the fifth (5th) anniversary of the Alternative Initial Payment Date. In the case of an Eligible Director who selects an Alternative Initial Payment Date and does not thereafter select a Deferred Payment Date, the Alternative Initial Payment Date shall be the “Payment Date” for purposes of Paragraph 4 above and Paragraph 6 below. In the case of an Eligible Director who selects an Alternative Initial Payment Date and thereafter timely and properly selects a Deferred Payment Date, the Deferred Payment Date shall be the “Payment Date” for purposes of Paragraph 4 above and Paragraph 6 below.

General Rule. Except as provided in subparagraph # below, each Eligible Director must irrevocably select by December 31 of each calendar year (“Selection Date”), a Payment Date (as hereinafter defined) for the Shares to be delivered under the RSUs to be granted to him/her immediately following the annual meeting of stockholders of the Company scheduled to be held in the immediately following calendar year. In addition, as part of the selection described in the immediately preceding sentence, each Eligible Director may irrevocably determine to reduce his annual cash retainer for the ensuing year by 50% of the annual cash retainer and in lieu of such reduction accept an increased Program Award with the same Payment Date. The number of Shares subject to any RSUs awarded in lieu of the full annual cash retainer shall be determined by dividing 50% of the annual cash retainer by the Fair Market Value of a Share on the grant date of the Program Award.