Annual Cash Retainers for Service as Outside Director. Each Outside Director will be paid a cash retainer of $40,000 per year. There are no per‑meeting attendance fees for attending Board meetings or meetings of any committee of the Board.

Effective as of the Registration Date, each Outside Director will be paid an annual cash retainer of $40,000. There are no per-meeting attendance fees for attending Board or committee meetings.

Each Outside Director will be paid an annual cash retainer of $40,000. There are no per-meeting attendance fees for attending Board meetings. This cash compensation will be paid quarterly in arrears on a prorated basis.

Each Outside Director will be paid an annual cash retainer of $30,000. There are no per-meeting attendance fees for attending Board meetings.

Outside Directors will receive an annual retainer of $50,000 for their services as members of the Board, which will include their general availability and participation in meetings and conference calls. There are no per-meeting attendance fees for attending Board meetings or meetings of any committee of the Board. In addition, an Outside Director shall receive the following additional annual retainers, as applicable:

Annual Cash Retainer for Board Service. Each Independent Director shall be eligible to receive an annual retainer of $40,000 for service on the Board.

“Retainer” means the annual retainer payable to an Outside Director for services rendered as a Director. As of the Effective Date, the amount of the cash portion of such Retainer shall be $100,000 per year, payable in quarterly installments in advance. The Board may, from time to time, establish a different retainer amount and/or the method of paying the retainer.

We pay each of our directors, who is not also an officer or employee, an annual cash retainer of $65,000. We pay the Chair of the Board of Directors an additional annual fee of $56,500 and we pay the Chair of each of the Audit Committee, the Compensation and Leadership Development Committee, the Acquisition and Strategy Committee and the Governance and Nominating Committee an additional annual fee of $10,000. The annual retainer is paid quarterly and the fees for the Chair of the Board of Directors and each of the committees are paid at the time of the annual meeting of stockholders each year, and are not prorated. Outside directors will also receive $2,000 for every day in excess of 12 during a single calendar year that the Board of Directors and/or committee meetings are held. We also reimburse outside directors for expenses that they incur to attend Board of Directors and committee meetings, to visit our facilities and to participate in educational programs. We pay each outside director $3,000 per day and reimburse his or her expenses when he or she visits our facilities to observe operations.

A $35,000 annual cash retainer will be paid to each non-employee director for his or her service on the Board, and additional annual cash retainer(s) will be paid to the chairperson of the Board (if one is then appointed), each non-employee director chairperson of a committee of the Board, and each non-employee director serving as a member of a committee of the Board (other than as chairperson of such committee) as follows:

Annual Retainers. Each Non-Employee Director shall be eligible to receive an annual cash retainer of $130,000 for service on the Board. In addition, a Non-Employee Director shall receive the following additional annual retainers, as applicable: