Nominating and Corporate Governance Committee. A Non-Employee Director serving as Chairperson of the Nominating and Corporate Governance Committee shall receive an additional annual retainer of $10,000 for such service. A Non-Employee Director

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 other than the Chairperson of the Audit Committee 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 $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.

Chairperson of the Board. A Non-Employee Director serving as Chairperson of the Board shall receive an additional annual retainer of $30,000 for such service.

serving as a member other than the Chairperson of the Nominating and Corporate Governance Committee shall receive an additional annual retainer of $5,000 for such service.

Research and Development Committee. A Non-Employee Director serving as Chairperson of the Research and Development Committee shall receive an additional annual retainer of $10,000 for such service. A Non-Employee Director serving as a member other than the Chairperson of the Research and Development Committee shall receive an additional annual retainer of $5,000 for such service.

Annual Retainers. Each Non-Employee Director shall receive an annual retainer of $75,000 for service on the Board. Each Non-Employee Director shall also receive $5,000 annually in addition to the annual retainer for serving as a Board Chair for one of the three (3) established Board Committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

A Non-Employee Director who is (i) the chair of the Audit Committee receives an additional annual cash fee of $20,000, (ii) the chair of the Compensation Committee receives an additional annual cash fee of $12,500, and (iii) the chair of the Corporate Governance and Nominating Committee receives an additional annual cash fee of $7,500. The Non-Employee Director may also elect to be paid in whole or in part in the form of additional restricted stock units and/or stock options. Such cash Chair Fees will be paid in quarterly installments.

Strategy and Public Policy Committee. A Non-Employee Director serving as Chairperson of the Strategy and Public Policy Committee shall receive an additional annual retainer of $20,000 for such service. A Non-Employee Director serving as a member other than the Chairperson of the Strategy and Public Policy Committee shall receive an additional annual retainer of $10,000 for such service.

Non-Executive Chairman of the Board. A Non-Employee Director serving as the Non-Executive Chairman of the Board shall receive an additional annual retainer of $35,000 for such service.

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.