Chairman. So long as USEV owns a majority of the interests in the Company, USEV shall have the right to appoint the chairman of the Board (the “Chairman”) from among USEV Directors, and shall have the right to appoint the chairman of the board of directors of each WFOE.

Executive Chairman. During the Term and subject to the Board’s right to remove Executive as Executive Chairman and appoint him as Chairman Emeritus as provided herein, Executive shall serve as Executive Chairman of the Company and Board. Executive shall report to the Board and shall perform such duties and responsibilities as set forth in the Company’s bylaws, as may be amended from time to time, and as requested by the Board.

Chairman Emeritus. At any time during the Term, Executive may resign as Executive Chairman or the Board may remove Executive as Executive Chairman (and from such other executive capacities in which Executive is then serving) for any or no reason. In such event, Executive shall be appointed Chairman Emeritus of the Company. As Chairman Emeritus, Executive shall, to the extent reasonably practicable, attend in person or remotely and participate in an advisory capacity in all Board meetings and those committee meetings for which his attendance is requested by the Board and shall consult with and advise the Board and perform such other tasks and duties as requested by the Board. As Chairman Emeritus, Executive shall be entitled to the compensation and benefits provided in Section 4.

Duties of Chairman. The Chairman shall be the legal representative of the Company and such legal representative shall exercise his authority within the limits prescribed by the Board. Should the Board determine that the Chairman is unable to perform his responsibilities, the Vice-Chairman shall perform such duties.

Chairman/Committee Premium Fees. The additional fees set forth below shall be paid to a Non-Employee Director for each term of service that he or she serves in the following capacity:

Chairman of the Board. In addition to the equity award set forth in Section 3(a), in consideration for the services performed in his/her capacity as the Chairman of the Board, the Chairman shall be granted, at the same time and on the same terms and conditions as the equity granted under Section 3(a) above, an equity award covering a number of ordinary shares having an approximate aggregate value of $75,000, provided, however, that if any Chairman is appointed in the middle of the term, then, in the discretion of the Compensation Committee, such director may be entitled to receive a prorated equity award on such terms and conditions, including a grant date, approved by the Compensation Committee.

Chairman of the Board. An Eligible Director serving as Non-Executive Chairman of the Board shall be eligible to receive an additional annual retainer of $40,000 for such service.

Chairman of the Board. A Non-Employee Director serving as Chairman of the Board shall receive an additional annual retainer of $25,000 for such service.

Chairman of the Board. A Non-Employee Director serving as Chairman of the Board shall receive, in lieu of the annual retainer in [clause (i) above], an annual retainer of $65,000 for such service.

Chairman/Committee Premium Fees. The additional fees set forth below shall be paid to a Non-Employee Director for each term of service that he or she serves in the following capacity: