Director Payments. The Company shall pay to the Board Member, as remuneration of his services, monthly director payments as set forth on Exhibit A.

Director Payments. The Board of the Company has determined that it is in the best interest of its shareholders to provide certain compensation to its Board members for his services to the Company.

Director. “Director” shall mean any member of the board of directors of any Employer.

Director. You and the Company agree that you will continue to serve as a member of the Company’s Board, and your service as a Senior Advisor is separate from, and will not impact, your role as a member of the Board, which will remain subject to the terms of your Director Agreement and the Non-Employee Director Compensation Policy.

Director. Director shall mean any non-employee member of the board of directors of the Company or a Subsidiary.

Director Awards. Directors are generally granted an Award of Restricted Stock on each annual Board annual meeting date. Pursuant to this [Section 6(f)], a Director may elect to have any such annual Award converted into an equivalent grant of Restricted Stock Units. Any such election must be made in a written notice delivered to the Chairman of the Board or his designee on or before the annual meeting date for the calendar year immediately preceding the applicable annual meeting date. Each deferral election, once made, shall be irrevocable. Any Restricted Stock Units granted to a Director pursuant to any such election shall provide that the Company will issue a Share to such Director for each Restricted Stock Unit on the date that such Director ceases to be a member of the Board for any reason whatsoever. The Restricted Stock Units shall be subject to such other terms, including but not limited to provision for the payment of dividend equivalents, as contained in an Award Agreement approved by the Board.

Director Awards. Directors are generally granted an Award of Restricted Stock on each annual Board annual meeting date. Pursuant to this [Section 6(f)], a Director may elect to have any such annual Award converted into an equivalent grant of Restricted Stock Units. Any such election must be made in a written notice delivered to the Chairman of the Board or his designee on or before the annual meeting date for the calendar year immediately preceding the applicable annual meeting date. Each deferral election, once made, shall be irrevocable. Any Restricted Stock Units granted to a Director pursuant to any such election shall provide that the Company will issue a Share to such Director for each Restricted Stock Unit on the date that such Director ceases to be a member of the Board for any reason whatsoever. The Restricted Stock Units shall be subject to such other terms, including but not limited to provision for the payment of dividend equivalents, as contained in an Award Agreement approved by the Board.

Each Party shall appoint one person to be its point of contact with responsibility for facilitating communication and collaboration between the Parties (each, an “Alliance Director”). The Alliance Directors shall be permanent participants of the JSC meetings (but not Members of the JSC) and may attend JOT meetings as appropriate. The Alliance Directors shall facilitate resolution of potential and pending issues and potential disputes to enable the JSC to reach consensus and avert escalation of such issues or potential disputes.

Director Programs. The New Director shall participate in all programs in which the Company’s other non-employee directors participate with respect to D&O insurance, exculpation, advancement and reimbursement of expenses and indemnification in connection with the New Director’s service on the Board. No member of the Board, including the New Director, shall accept any compensation for service on the Board from any person other than the Company.

Quarterly Share Retainers deferred as provided in the Election Form pursuant to Section 2 of this Plan shall be credited as a dollar amount to the Director’s share unit bookkeeping account (the “Share Unit Account”). The amount credited to each Share Unit Account shall be based on the value of the Shares on the payment dates for the Quarterly Share Retainers specified by the Committee. The Quarterly Share Retainers shall be converted as of such payment dates into share units (the “Share Units”) equivalent to whole Shares. Such conversion shall be determined by dividing the dollar balance of the Director’s Share Unit Account as of the payment date by the Fair Market Value of a Share on such payment date. For purposes of this Plan, “Fair Market Value” shall mean the closing price per share of the Company’s common stock as reported on the New York Stock Exchange, or if such date is not a regular trading date on such exchange, on the next following regular trading date. The number of Share Units for full Shares so determined shall be credited to the Director’s Share Unit Account and the aggregate value thereof shall be charged to the cash balance of the Director’s Share Unit Account. Any cash balance remaining in the Director’s Share Unit Account after such conversion, together with other subsequent credits of deferred Quarterly Share Retainer thereto and credits thereto pursuant to subsection # below, shall be converted into Share Units to the extent possible on the next designated payment date.