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. Any compensation paid to Employee pursuant to the Agreement shall not be considered “Compensation” as defined in ​ Employee Savings Plan or “Earnings” as defined in ​ Pension Plan. Payments to Employee shall not be considered wages, salary or compensation under any other Company-sponsored employee benefit or compensation plan or program, unless the explicit terms of such plan or program provide otherwise.

Compensation. Your compensation will be $500 per hour. Please maintain accurate records of hours spent performing the services and submit monthly invoices which will be paid and processed within two weeks. You will receive an IRS Form 1099 for all compensation paid pursuant to this agreement. You will be responsible for all taxes associated with this compensation.