Director Compensation Limit. Notwithstanding the foregoing, the total annual compensation paid to any individual Director, inclusive of cash compensation and Awards granted under this Plan, shall not exceed ​; provided, however, that the total annual compensation paid to the Chairman of the Board or to any Independent Lead Director may exceed ​ but not ​.

Director Compensation Limit. NotwithstandingAs further set forth in the foregoing,Equity Plan, the total annualsum of the grant date value of all equity awards granted and all cash compensation paid by the Company to any individual Director, inclusive of casha Non-Employee Director as compensation and Awards granted under this Plan,for services as a Non-Employee Director shall not exceed ​; provided, however, that during any calendar year. For avoidance of doubt, compensation shall count towards this limit for the total annual compensation paid tocalendar year in which it is granted or earned, and not later when distributed, in the Chairman of the Board or to any Independent Lead Director may exceed ​ but not ​.event it is deferred.

Limitations on Director Compensation Limit. NotwithstandingAwards. The aggregate dollar value of equity-based (based on the foregoing, the total annual compensation paid to any individual Director, inclusivegrant date Fair Market Value of equity-based Awards) and cash compensation and Awards granted under this Plan,Plan or otherwise during any calendar year to any one Director shall not exceed ​; provided, however, that the total annual compensation paid to thein any calendar year in which a Director serves as Chairman of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation to any Independent Leadthe Director may exceedbe up to ​ but, and the foregoing limit shall not ​.count any Stock Appreciation Rights granted in conjunction with all or part of any Award granted hereunder.