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” means those amounts paid or to be paid by the Company to a Participant in consideration of the Participant’s service as a member of the Board (excluding reimbursements for expenses of the Director), but including, and not limited to, the annual retainer fee, Board meeting fees, fees for special services performed by a Director, and any fees for serving on a committee of the Company, including serving as chairman of such committee. Notwithstanding any provision of the Plan to the contrary, “Director Fees” specifically exclude any LTI awards granted to a Director.