In addition to the Annual Retainer Share Award defined above, each non-employee director will be paid an annual cash retainer of $40,000 payable on a monthly basis. The chairperson of the Audit Committee and Compensation Committee will each receive an additional annual cash retainer in the amount of $15,000. The chairperson of the Nominating and Corporate Governance Committee will receive an additional annual cash retainer in the amount of $10,000. All other committee chairpersons will receive an additional $7,500 annual cash retainer and the Lead Director will receive an additional $10,000 annual cash retainer.

The Company pays to non-employee Directors an annual cash retainer of $45,000. Committee chairs receive an additional annual cash retainer as follows: $15,000 for the Audit Committee and $7,500 each for the Compensation Committee and the Nominating and Corporate Governance Committee. The Company’s Lead Director receives additional annual compensation of $3,000. All amounts paid to the non-employee Directors are to be paid quarterly in arrears. The Company also reimburses all Directors for all reasonable out-of-pocket expenses incurred in connection with meetings of the Board.

Annual Cash Compensation. Each Non-Employee Director shall be entitled to an annual cash retainer fee of $45,000 (the “Annual Retainer”). In addition to the Annual Retainer payments, Non-Employee Directors will be entitled to an annual cash retainer of # $25,000 for serving as the chairperson of the Board’s Audit Committee (the “Audit Committee”), # $15,000 for serving as the chairperson of the Board’s Compensation Committee (the “Compensation Committee”), # $10,000 for serving as the chairperson of the Board’s Nominating and Governance Committee (the “Nominating Committee”), and # $25,000 for serving as the lead independent director of the Board. In addition to the Annual Retainer payments, Non-Employee Directors will be entitled to an annual cash retainer of # $15,000 for serving as a member of the Board’s Audit Committee, # $7,500 for serving as a member of the Compensation Committee, and # $5,000 for serving as a member of the Nominating Committee. The Annual Retainer, any annual retainer for serving as the chairperson of a committee and any annual retaining for serving as a member of a committee shall be pro-rated for any partial period of service. All cash compensation payable to Non-Employee Directors shall be payable in arrears on a quarterly basis within thirty days following the end of each fiscal quarter.

Non-employee directors are each paid a retainer of $60,000, 50% in cash and 50% in the form of restricted stock. The Chairman of the Board of Directors receives an additional $20,000 per year, and the Chairmen of the principal committees receive the following additional amounts for their duties as such; Audit, $10,000, Compensation, $5,000, Nominating and Governance, $5,000. Members of the Audit Committee each receive an additional $2,000 for their duties as such, and the members of the Compensation and Nominating and Governance Committees each receive $1,500.

A $35,000 annual cash retainer will be paid to each non-employee director for his or her service on the Board, and additional annual cash retainer(s) will be paid to the chairperson of the Board (if one is then appointed), each non-employee director chairperson of a committee of the Board, and each non-employee director serving as a member of a committee of the Board (other than as chairperson of such committee) as follows:

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.

In addition to the foregoing, for 2023 each non-employee director is entitled to receive $1,500 for each Board or committee meeting attended. Further, the Chair of each Committee will be paid an additional retainer per quarter as follows: Executive Committee $3,000; Governance Committee $3,125; Compensation Committee $3,750; and Audit Committee $6,250. In addition to the amounts set forth above, the Chair of the Board is entitled to receive a retainer of $100,000, payable quarterly in cash payments.

Audit Committee. A Non-Employee Director serving as Chairperson of the Audit Committee shall receive an additional annual retainer of $15,000 for such service. A Non-Employee Director serving as a member of the Audit Committee (other than the Chairperson) shall receive an additional annual retainer of $7,500 for such service.

Audit Committee. A Non-Employee Director serving as Chairperson of the Audit Committee shall receive an additional annual retainer of $20,000 for such service. A Non-Employee Director serving as a member of the Audit Committee (other than the Chairperson) shall receive an additional annual retainer of $9,000 for such service.

In addition to the foregoing, for 2022 each non-employee director was entitled to receive $1,500 for each Board or committee meeting attended. Further, the Chair of each of the Executive Committee, the Governance Committee, and the Compensation Committee was paid an additional retainer of $2,500 per quarter. The Chair of the Audit Committee was paid a retainer of $4,250 per quarter. In addition to the amounts set forth above, the Chair of the Board was entitled to receive a retainer of $100,000, payable quarterly, payable in cash.