Cash Retainers. Each Nonemployee Director is eligible to receive cash retainers at the applicable rates set forth in the following table for each full year of service as # a chairperson and/or member of the Board and # a chairperson of a committee of the Board (“Committee”):

Cash Retainers. Each Nonemployee Director is eligibleA $35,000 annual cash retainer will be paid to receiveeach non-employee director for his or her service on the Board, and additional annual cash retainers atretainer(s) will be paid to the applicable rates set forth in the following table for each full year of service as # a chairperson and/or member of the Board and # a(if one is then appointed), each non-employee director chairperson of a committee of the Board, and each non-employee director serving as a member of a committee of the Board (“Committee”):(other than as chairperson of such committee) as follows:

Cash Retainers. Each Nonemployee Director that is eligible tonot an employee of the Company or any of its affiliates (each, a “Non-Employee Director”) shall receive cash retainers at the applicable rates set forth in the following table for each full year ofannual cash retainer fees (collectively, the “Cash Retainer Fees”) based on his or her service as # a chairpersonDirector, Chair of a Committee and/or member of the Board and # a chairperson of a committee of the Board (“Committee”):Committee:

CashAnnual Retainers. Each NonemployeeNon-Employee Director isshall be eligible to receive an annual cash retainers atretainer of $130,000 for service on the applicable rates set forth inBoard. In addition, a Non-Employee Director shall receive the following table for each full year of serviceadditional annual retainers, as # a chairperson and/or member of the Board and # a chairperson of a committee of the Board (“Committee”):applicable:

CashAnnual Retainers. Each NonemployeeNon-Employee Director isshall be eligible to receive an annual cash retainers atretainer of $120,000 for service on the applicable rates set forth inBoard. In addition, a Non-Employee Director shall receive the following table for each full year of serviceadditional annual retainers, as # a chairperson and/or member of the Board and # a chairperson of a committee of the Board (“Committee”):applicable:

CashAnnual Retainers. Each NonemployeeNon-Employee Director isshall be eligible to receive an annual cash retainers atretainer of $120,000 for service on the applicable rates set forth inBoard. In addition, subject to paragraph 2(b) below, a Non-Employee Director shall receive the following table for each full year of serviceadditional annual retainers, as # a chairperson and/or member of the Board and # a chairperson of a committee of the Board (“Committee”):applicable:

Cash Retainers. Each Nonemployee Director is eligible to receive cash retainers atnon-employee director, other than the applicable rates set forth inchairperson of such committee, who serves on the following tablecommittees will receive an annual cash retainer, for each full year of servicecommittee on which he or she serves, as # a chairperson and/or member of the Board and # a chairperson of a committee of the Board (“Committee”):listed below:

Annual Cash Retainers.Compensation. Each NonemployeeNon-Employee Director is eligibleshall be entitled to receivean annual cash retainers atretainer fee of $45,000 (the “Annual Retainer”). In addition to the applicable rates set forth inAnnual Retainer payments, Non-Employee Directors will be entitled to an annual cash retainer of # $25,000 for serving as the following tablechairperson of the Board’s Audit Committee (the “Audit Committee”), # $15,000 for each full yearserving as the chairperson of servicethe Board’s Compensation Committee (the “Compensation Committee”), # $10,000 for serving as the chairperson of the Board’s Nominating and Governance Committee (the “Nominating Committee”), and # $25,000 for serving as the lead independent director of the Board. In addition to the Annual Retainer payments, Non-Employee Directors will be entitled to an annual cash retainer of # $15,000 for serving as a chairperson and/or member of the BoardBoard’s Audit Committee, # $7,500 for serving as a member of the Compensation Committee, and # $5,000 for serving as a member of the Nominating Committee. The Annual Retainer, any annual retainer for serving as the chairperson of a committee and any annual retaining for serving as a member of a committee shall be pro-rated for any partial period of service. All cash compensation payable to Non-Employee Directors shall be payable in arrears on a quarterly basis within thirty days following the Board (“Committee”):end of each fiscal quarter.

Cash Retainers. Each NonemployeeNon-Employee Director is eligiblewill be entitled to receive the following annual cash retainers atfor service on the applicable rates set forth in the following table for each full year of service as # a chairperson and/or member of the Board and # a chairperson of a committee of the Board (“Committee”):Board:

CashAnnual Retainers. Each NonemployeeNon-Employee Director is eligibleshall receive an annual retainer of $75,000 for service on the Board. Each Non-Employee Director shall also receive $5,000 annually in addition to receive cash retainers at the applicable rates set forth in the following tableannual retainer for each full year of serviceserving as # a chairperson and/or memberBoard Chair for one of the three (3) established Board Committees: Audit Committee, Compensation Committee and # a chairperson of a committee of the Board (“Committee”):Nominating and Corporate Governance Committee.