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

The Lead Independent Director shall be appointed by the Board of Directors. The Lead Independent Director shall consult with the Chairman of the Board of Directors regarding the agenda for meetings of the Board of Directors, schedule and prepare agendas for meetings of independent directors, preside over meetings of independent directors and executive sessions of meetings of the Board of Directors in which management directors are excluded. The Lead Independent Director shall act as principal liaison between independent directors and the Chairman of the Board of Directors on sensitive issues and raise issues with management on behalf of the independent directors when appropriate. The Lead Independent Director shall also perform such other duties and may exercise such other powers as may from time to time be assigned by these By-Laws or by the Board of Directors.

Each Outside Director who serves as chairman of the Board, lead director or chairman or member of a committee of the Board will be paid additional annual fees as follows:

Subject to the provisions of the Certificate of Incorporation, the officers of the Corporation shall be chosen by the Board of Directors and shall be the Chief Executive Officer, the President, a Corporate Secretary and a Treasurer. The Board of Directors shall designate one independent director to serve as lead independent director (the “Lead Independent Director”). The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director), and, subject to the provisions of the Certificate of Incorporation, one or more Vice Presidents, Assistant Corporate Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

The lead director and the chairman of the audit, compensation, and nominating & governance committees are entitled to an annual cash retainer of $10,000, payable quarterly. If the Board designates a lead director or committee chairman during a calendar quarter, a pro-rated retainer is paid.

Director Compensation Limit. Notwithstanding the foregoing, the total annual compensation paid to any individual Director, inclusive of cash compensation and Awards granted under this Plan, shall not exceed $750,000; provided, however, that the total annual compensation paid to the Chairman of the Board or to any Independent Lead Director may exceed $750,000 but not $1,500,000.

Lead Independent Director Service Retainer (in addition to Eligible Director Service Retainer):

Additional retainer for Lead Independent Director: $25,000

Board of Director Approval. Seller shall have received approval of this transaction by Seller’s board of directors within three (3) business days of the execution of this Agreement;

Annual Cash Retainers for Chairperson, Lead Independent Director and Committee Service