Director Compensation Limit. As further set forth in the Equity Plan, the sum of the grant date value of all equity awards granted and all cash compensation paid by the Company to a Non-Employee Director as compensation for services as a Non-Employee Director shall not exceed ​ during any calendar year. For avoidance of doubt, compensation shall count towards this limit for the calendar year in which it is granted or earned, and not later when distributed, in the event it is deferred.

No Outside Director may be granted Awards with Values, and be provided cash retainers or fees, with amounts that, in any Fiscal Year, in the aggregate, exceed ​, provided that, in the Fiscal Year containing an Outside Director’s Initial Start Date, such limit will be increased to ​. Any Awards or other compensation provided to an individual # for his or her services as an Employee, or for his or her services as a Consultant other than as an Outside Director, or # prior to the Effective Date, will be excluded for purposes of the foregoing limit.

Director. “Director” means any person who is a director of the Company or Participating Employer.

Director. “Director” means a member of the Board.

Director. A member of the Board of Directors.

Director. This Agreement does not confer on the Participant any right with respect to the continuance of his or her position as a Director or any other relationship with the Company or any Subsidiary.

No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

Replacement Director. Following the New Director’s appointment to the Board, if such New Director subsequently resigns or otherwise ceases to serve as a director, other than due to a Termination Event, prior to the expiration of the Voting Period (as defined below), the Investors shall have the ability to recommend a substitute person for appointment to the Board in accordance with this [Section 1.3] (any such replacement nominee shall be referred to as a “Replacement Director,” and upon becoming a Replacement Director, such person shall be deemed a New Director for purposes of this Agreement). Any Replacement Director must # be mutually agreeable by the Board, # qualify as “independent” pursuant to Nasdaq Stock Market listing standards, and # have the relevant financial and business experience to be a director of the Company. Following the identification of an approved Replacement Director, the Company will use its commercially reasonable efforts to appoint the Replacement Director to the Board.

Eligible Director. “Eligible Director” means a Director who is not an employee of the Company or a Subsidiary.

Director Independence. The Corporation requires that each of the Board’s outside Directors be and remain for his/her entire tenure independent from any conflicts of interest in representing the interests of the shareholders. Accordingly, no outside Director shall be elected or nominated for election to the Board if such person, a member of such person’s family or his/her employer has a material or significant business relationship with the Corporation, its affiliates or major suppliers. The Committee will review and confirm on an annual basis the independence of the outside Directors, pursuant to the applicable standards then in effect.