Chairperson of the Audit Committee. An Outside Director serving as Chairperson of the Audit Committee shall receive an additional annual retainer of $20,000 for such service.

The following quarterly cash fees shall be paid to the Outside Directors and to each Outside Director serving as Chairperson of the Audit Committee, Compensation Committee and Nominating and Governance Committee, as applicable:

All Outside (non-employee) Directors receive annual compensation of $75,000 for the year for service as Directors. The Lead Independent Director of the Board of Directors, the Chairperson of the Audit Committee of the Board of Directors, and the Chairperson of the Compensation and Governance Committee of the Board of Directors each receive an additional $10,000 annual retainer fee.

Chairperson, Compensation Committee

If, on the date of grant of an Annual Award, any Nonemployee Director is serving as the chairperson of the Board and also the chairperson of any Committee(s), the dollar value of his or her Annual Award in respect of being chairperson of the Board will be decreased by the cash retainer amount(s) applicable to the chairperson role(s) of such Committee(s) (e.g., if the chairperson of the Board is also the chairperson of the Compensation Committee, the dollar value of the Annual Award associated with serving on as the chairperson of the Board will be reduced from $150,000 to $140,000). The date of grant of Annual Awards will be the date of the applicable annual meeting of stockholders.

Each chairperson of the audit, compensation, nominating and corporate governance and science and technology committees will receive an additional annual cash retainer as follows:

Compensation Committee. A Non-Employee Director serving as Chairperson of the Compensation Committee shall receive an additional annual retainer of $12,500 for such service. A Non-Employee Director serving as a member of the Compensation Committee (other than the Chairperson) shall receive an additional annual retainer of $6,000 for such service.

Independent Chairperson Grant. On the date of the Company’s annual meeting of stockholders, the Independent Chairperson of the Board will receive a restricted stock unit grant on the date of such Annual Meeting (the “IC Grant”) with a Value of $50,000 that vests in full on the earlier of # the one-year anniversary of the grant date or # the next annual meeting of stockholders; provided, however, that all vesting will cease if the director ceases to provide services to the Company, unless the Board determines otherwise prior to the cessation of such services. The Independent Chairperson may elect to receive cash in lieu of the IC Grant, but must meet certain criteria as outlined in [Section II(g)] below. In the event that the Independent Chairperson elects to receive cash in lieu of the IC Grant, the cash payment will occur in the same manner and frequency as the Annual Cash Retainer.

For clarity, each Outside Director who serves as the chairperson of a committee will receive only the additional annual fee as the chairperson of the committee and not the additional annual fee as a member of such committee while serving as such chairperson, provided, that the Outside Director who serves as the Lead Independent Director will receive the annual fee for services provided in such role as well as the annual fee as an Outside Director.

Chairperson of the Compensation Committee of the Board of Directors Accepted and Agreed: