The Company pays the following to its non-employee Directors:

The Company pays to non-employee Directors an annual cash retainer of $45,000. Committee chairs receive an additional annual cash retainer as follows: $15,000 for the Audit Committee and $7,500 each for the Compensation Committee and the Nominating and Corporate Governance Committee. The Company’s Lead Director receives additional annual compensation of $3,000. All amounts paid to the non-employee Directors are to be paid quarterly in arrears. The Company also reimburses all Directors for all reasonable out-of-pocket expenses incurred in connection with meetings of the Board.

Deferred compensation will be held in the Director's account and will be credited, pursuant to the Director's instructions, as follows:

Director's Rights Unsecured. The Plan is unfunded. The right of any Participant to receive payments of cash or Shares under the provisions of the Plan shall be an unsecured claim against the general assets of the Company.

Either # the election of a voluntary deferral of all or a portion of the Director's cash compensation or # the election of a voluntary deferral of all or a portion of the Director's equity compensation as such compensation is paid or vested, or # both; and

On or before December 31 of any year, each Director, or nominee for election as a Director, may make an irrevocable election to defer receipt of all or a specified portion of the cash and equity compensation (exclusive of expense reimbursement) otherwise payable during the following year for serving on the Board of the Corporation and its Committees and for attending meetings of the Board. The Plan will establish and maintain for each Director an unfunded deferred compensation account. The Director's deferred cash and equity compensation will be credited to such Director's deferred compensation account on the dates the cash and equity compensation would have been paid to the Director but for the election to defer.

In the event that a Director's service on the Board terminates as a result of death, the beneficiary(s) designated by the Director (or failing such designation, the Director's estate), may elect to have the Director's DSU Account: # paid out in a lump sum as soon as practicable following the Director's death; or # paid out in annual installments up to an aggregate of ten (10) annual installments, commencing in the month of July following the Director's death. In the event of a Director's death subsequent to termination of Board service, but prior to receiving all entitled deferred payments, the beneficiary(s) designated by the Director (or failing such designation, the Director's estate), may elect to have the Director's DSU Account paid out in a lump sum as soon as practicable following the Director's death.

If a Director's service on the Board terminates as a result of death payments shall be made upon the Director's death in the form elected by the Director to the beneficiary(s) designated by the Director (or failing such designation, to the Director's estate).

Compensation. Subject to the approval of the Company’s Board of Directors, Advisor will be granted a nonstatutory stock option under the Company’s 2014 Equity Incentive Plan to purchase up to 142,132 shares of the Company’s Common Stock. 1/24th of the aggregate number of shares subject to such option shall vest on the corresponding day of each month after July 30th 2014 subject to Advisor continuing to be a service provider to the Company through each such date. The option will be evidenced by and subject to all of the terms of the Company’s form of stock option agreement.

Compensation. For purposes of this Agreement, Annual Compensation shall be deemed to include the Executive’s Annual Base Salary, plus any amount payable pursuant to the Executive Officer Incentive Plan. The Executive shall be paid by the Companies the Annual Base Salary provided on [Schedule A] attached hereto, which Annual Base Salary shall be paid biweekly. After January 1, 2020, Annual Compensation shall be negotiated between the parties hereto and shall be deemed a part of this Agreement, provided, however, that Annual Base Salary for any calendar year beginning on or after January l, 2020 shall not be less than the immediately preceding calendar year. In addition to the Annual Compensation, the Executive shall be paid each year by the Companies the amount calculated in accordance with [Schedule B] attached hereto, which shall be paid within 60 days following the end of the year. In the event of a Change in Control the Incentive Award payable pursuant to the Executive Officer Incentive Plan shall not be reduced as a result of charges taken in connection with or as a result of the Change in Control.