Nominating and Corporate Governance Committee member: $5,000

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:

Chairman of the Nominating and Corporate Governance Committee: additional $7,500 annually paid in cash.

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.

appoint Plants as Chairman of the Strategic Transactions Committee and a member of the Nominating and Corporate Governance Committee of the Board.

“Committee” means the Nominating and Corporate Governance Committee of the Board or any other committee of Directors appointed by the Board to administer the Plan.

The Committee. The Plan shall be administered by the Corporate Governance and Nominating Committee of the Board (the “Committee”), subject to the restrictions set forth

For service as member of the nominating and corporate governance committee other than as its Chair: an annual cash retainer of $5,000 (in addition to any annual cash retainers otherwise paid).

Board Candidates. Prior to the execution of this Agreement the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) has reviewed and approved the qualifications of the New Director to serve as a member of the Board. Promptly following the execution of this Agreement, the Company hereby agrees that the Board shall appoint the New Director to the Board as a Class II Director to fill a current vacancy on the Board.

The Governance, Nominating and Compensation Committee have the responsibility for determining compensation for the directors and senior management of the Company.