“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.

“Compensation” shall mean all Board and committee meeting fees payable to a Director, and any annual retainer payable for a Plan Year beginning after the Effective Date, determined in each case before reduction for amounts deferred under the Plan or the Company’s Non-Employee Directors Deferred Stock Unit Plan. Compensation does not include expense reimbursements, incentive stock awards or any form of noncash compensation or benefits.