Director Tenure. No outside Director or candidate shall be considered or allowed to stand for election to the Board if he/she shall have reached 72 years of age at the time of such election. Notwithstanding the foregoing, if recommended by the Committee, the Board may allow a currently serving outside Director who shall have reached age 72 at the time of such election to be nominated for one additional three-year term.

Director Tenure. Directors are reelected each year and the Board does not believe it should establish term limits because directors who have developed increasing insight into Scio Diamond and its operations over time provide an increasing contribution to the Board as a whole. To ensure the Board continues to generate new ideas and to operate effectively, the Governance Committee shall monitor performance and take steps as necessary regarding continuing director tenure.

Tenure. The Grantee’s right to continue to serve the Company or any of its Affiliates as a non-employee director or otherwise, shall not be enlarged or otherwise affected by the award hereunder.

Each Non-Employee Director of the Company shall be eligible to participate in the Plan during his tenure as a Director.

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.

Director Fees. Each Participant shall receive from the Company, as compensation for the Participant’s service as a member of the Board, Director Fees in such amounts determined by the Board. The portion of the Director Fees which consist of the annual retainer fee may be pro-rated by the Company for Participants who are not in office for the entire Plan Year.

Director Fees. A Participant may elect to defer payment of the Director Fees otherwise payable to him or her for future services to be rendered as a director of the Company by entering into a Deferral Election deferring the receipt of some or all of his or her Director Fees (subject to such limits and restrictions as to any dollar amount, percentage or otherwise as may be permitted by the Committee or otherwise provided in this Plan). The amount of Director Fees subject to such a timely and proper Deferral Election will be credited to such Participant’s Account, as specified by the Participant in the Deferral Election, either: # in cash equivalents to a Cash Deferred Account or # as a DSU Award to be credited to the Deferred Stock Unit Account; or # or both, in such proportions as elected by the Participant in such Deferral Election and as permitted by the Committee or otherwise provided in this Plan. In the event that the Participant elects that some or all of his or her Director Fees are to be credited as a DSU Award, the Participant then shall receive a DSU Award in whole Deferred Stock Units in an amount substantially equal to the quotient of # divided by (ii), where: