Director. “Director” means a member of the Board.

Director. “Director” means any person who is a director of the Company or Participating Employer.

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.

“Cause” means, with respect to an Independent Director, # acts or omissions by such Independent Director that constitute willful disregard of, or bad faith or gross negligence with respect to, such Independent Director’s duties under the LLC Agreement, # that such Independent Director has engaged in or has been charged with, or has been convicted of, fraud or other acts constituting a crime under any law applicable to such Independent Director, # that such Independent Director is unable to perform his or her duties as Independent Director due to death, disability or incapacity, or # that such Independent Director no longer meets the definition of Independent Director.

“Independent Director” means any director of the Company who is an “Independent Director” for purposes of the Charter.

Chairman of the Board or Lead Independent Director. A Non-Employee Director serving as Chairman of the Board or Lead Independent Director shall receive an additional annual retainer of $30,000 for such service, unless such Non-Employee Director who is serving as Chairman is also serving as the Lead Independent Director.

Replacement Director. Following the New Director’s appointment to the Board, if such New Director subsequently resigns or otherwise ceases to serve as a director, other than due to a Termination Event, prior to the expiration of the Voting Period (as defined below), the Investors shall have the ability to recommend a substitute person for appointment to the Board in accordance with this Section 1.3 (any such replacement nominee shall be referred to as a “Replacement Director,” and upon becoming a Replacement Director, such person shall be deemed a New Director for purposes of this Agreement). Any Replacement Director must # be mutually agreeable by the Board, # qualify as “independent” pursuant to Nasdaq Stock Market listing standards, and # have the relevant financial and business experience to be a director of the Company. Following the identification of an approved Replacement Director, the Company will use its commercially reasonable efforts to appoint the Replacement Director to the Board.

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:

[Section 4(b)] of the Agreement is amended and restated as follows: