The limits on Non-Employee Director compensation contained in the Plan or in any other documents or policy, if any, shall govern the compensation to be provided under this Policy. To the extent the compensation to be paid or provided under this Policy to a Non-Employee Director would exceed such limits, the compensation shall be automatically reduced to the extent necessary to ensure it complies with such limits.

Notwithstanding anything to the contrary in this Policy, all compensation payable under this Policy will be subject to any limits on the maximum amount of Non-Employee Director compensation set forth in the Plan, as in effect from time to time.

Notwithstanding anything herein to the contrary, the cash compensation and equity compensation that each Non-Employee Director is entitled to receive under this Policy shall be subject to the limits set forth in [Section 5(e)] of the Plan (the “Compensation Limits”) and any amounts set forth above (whether denominated in cash or equity) shall be subject to reduction in order to comply with the Compensation Limits.