Chairperson of the Compensation Committee. An Outside Director serving as Chairperson of the Compensation Committee shall receive an additional annual retainer of $15,000 for such service.

Chairperson, Compensation Committee

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

All Independent (non-employee) Directors receive annual compensation of $125,000 for service as Directors, consisting of a $75,000 base annual retainer, and commencing in January 2016 unrestricted stock awards with an annual value of $50,000. The Lead Independent Director, 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. The retainer fee is paid in quarterly installments.

“Compensation” means all fees, whether paid in cash or shares of the Company’s common stock, earned as a Director, and fees to be received for serving as a chairperson or member or for attending a meeting of a Board committee; provided, however, Compensation does not include any consulting fees earned by the 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.

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.

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.

Committee. The Compensation Committee of the Board of Directors (“Compensation Committee”) shall appoint a Management Pension Investment and Oversight Committee (the “Committee”), which shall serve at the pleasure of the Compensation Committee.