“Notwithstanding anything herein to the contrary, any individual who first becomes a Non-Employee Director after the start of a calendar year and has not otherwise been eligible to participate in a non-qualified deferred compensation plan maintained by the Company, may elect within 30 days of becoming a Non-Employee Director to defer his Annual Equity Retainer (to the extent such Non-Employee Director also elects to receive such Annual Equity Retainer in the form of Director RSU Awards) that is earned with respect to service as a Non-Employee Director subsequent to the date the deferral election becomes effective. Such election shall be irrevocable and effective no later than the end of such 30-day period.

Deferred Compensation. Each Non-Employee Director will be eligible to defer all or a portion of his or her Board Compensation for any term that begins on the date of election or appointment, as applicable, and ends on the first Annual Meeting thereafter (a “Term”). Elections with respect to any Term must be made in writing to the Company prior to the December 31st preceding the beginning of such Term and all such elections will be irrevocable. Notwithstanding the foregoing, if a Non- Employee Director is elected or appointed to the Board at any time other than at an Annual Meeting, he or she may make an initial irrevocable election to defer the Base Annual Retainer or any Additional Annual Retainers during the first 30 days of eligibility to participate hereunder and such election shall apply only to the Non-Employee Director’s Base Annual Retainer or Additional Annual Retainers earned following the date of the election. If a Non-Employee Director elects to defer all or a portion of his or her Board Compensation, the deferred compensation will be held by the Company on such Non-Employee Director’s behalf in the form of deferred stock units (“DSUs”). DSUs will be granted # with respect to the Base Annual Retainer and Product Committee Retainer, on the date that the RSU portion of the Base Annual Retainer and Product Committee Retainer, as applicable, is granted, and # with respect to any additional annual retainer set forth in Section 2 (other than the Product Committee Retainer), on the date that such additional annual retainer is paid. DSUs granted under # will vest in accordance with the standard vesting criteria described in Section 1 and DSUs granted under # will be fully vested upon grant. Vested DSUs will be distributed to a Non-Employee Director on the earliest of # the third anniversary of the date of grant, # such Non-Employee Director’s separation from service as a director, or # upon a Change in Control of the Company (as defined in the Plan). Notwithstanding the foregoing, if so elected by the Non-Employee Director in writing to the Company prior to December 31st of the calendar year prior to the calendar year in which any such DSUs are granted to satisfy such Non-Employee Director’s Board Compensation, the distribution of such DSUs may be deferred until the Non-Employee Director is no longer providing services as a director of the Company that constitutes a “separation from service” under Section 409A of the Internal Revenue Code of 1986, as amended.

Deferred Compensation. Each Non-Employee Director will be eligible to defer all or a portion of his or her Board Compensation for any term that begins on the date of election or appointment, as applicable, and ends on the first Annual Meeting thereafter (a “Term”). Elections with respect to any Term must be made in writing to the Company prior to the December 31st preceding the beginning of such Term and all such elections will be irrevocable. Notwithstanding the foregoing, if a Non-Employee Director is elected or appointed to the Board at any time other than at an Annual Meeting, he or she may make an initial irrevocable election to defer the Base Annual Retainer or any Additional Annual Retainers during the first 30 days of eligibility to participate hereunder and such election shall apply only to the Non-Employee Director’s Base Annual Retainer or Additional Annual Retainers earned following the date of the election. If a Non-Employee Director elects to defer all or a portion of his or her Board Compensation, the deferred compensation will be held by the Company on such Non-Employee Director’s behalf in the form of deferred stock units (“DSUs”). DSUs will be granted # with respect to the Base Annual Retainer and Product Committee Retainer, on the date that the ZSU portion of the Base Annual Retainer and Product Committee Retainer, as applicable, is granted, and # with respect to any additional annual retainer set forth in Section 2 (other than the Product Committee Retainer), on the date that such additional annual retainer is paid. DSUs granted under # will vest in accordance with the standard vesting criteria described in Section 1 and DSUs granted under # will be fully vested upon grant. Vested DSUs will be distributed to a Non-Employee Director on the earliest of # the third anniversary of the date of grant, # such Non-Employee Director’s separation from service as a director, or # upon a Change in Control of the Company (as defined in the Plan). Notwithstanding the foregoing, if so elected by the Non-Employee Director in writing to the Company prior to December 31st of the calendar year prior to the calendar year in which any such DSUs are granted to satisfy such Non-Employee Director’s Board Compensation, the distribution of such DSUs may be deferred until the Non-Employee Director is no longer providing services as a director of the Company that constitutes a “separation from service” under Section 409A of the Internal Revenue Code of 1986, as amended.

Section # New Directors. Notwithstanding the foregoing in Section 6.02, if an individual first becomes a Director during a Plan Year, the Director may elect to defer an amount of the RSUs to be granted to the Director in the applicable Plan Year, so long as the Director files the election on or before the date that is 30 days after the date on which the individual first becomes a Director. The deferral election shall apply only to RSUs earned with respect to services performed after the date on which the Director files the deferral election form. Such amount shall be equal to the percentage the Participant elects on the deferral election form provided by the Company. Deferrals must be made in whole RSU shares only, and any partial RSU shares will be rounded to the nearest share.