“Non-Employee Director.” For purposes of this Policy, “Non-Employee Director” means a member of the Board who is not an employee of the Company or any of its subsidiaries or affiliates.

“Non-Employee Director.” For purposes of this Policy, “Non-Employee Director” means a member of the Board who is not an employee of the Company or any of its subsidiaries or affiliates.

means a Director who is not also an employee of the Company or its Subsidiaries.

Non-Employee Director Awards. The Administrator may, in its sole discretion, provide that Awards granted to Non-Employee Directors shall be granted pursuant to a written non-discretionary formula established by the Administrator (the “Non-Employee Director Equity Compensation Policy”), subject to the limitations of the Plan. The Non-Employee Director Equity Compensation Policy shall set forth the type of Award(s) to be granted to Non-Employee Directors, the number of Shares to be subject to Non-Employee Director Awards, the conditions on which such Awards shall be granted, become exercisable and/or payable and expire, and such other terms and conditions as the Administrator shall determine in its sole discretion. The Non-Employee Director Equity Compensation Policy may be modified by the Administrator from time to time in its sole discretion. Notwithstanding any provision to the contrary in the Plan or in the Non-Employee Director Equity Compensation Policy, the maximum aggregate grant date fair value (determined under Applicable Accounting Standards) of Awards granted to a Non-Employee Director during any calendar year shall be $500,000 (the “Director Limit”).

Non-Employee Director Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish compensation for Non-Employee Directors from time to time, subject to the limitations in the Plan. The Administrator will from time to time determine the terms, conditions and amounts of all such Non-Employee Director compensation in its discretion and pursuant to the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a Non-Employee Director as compensation for services as a Non-Employee Director during any fiscal year of the Company may not exceed $750,000. The Administrator, in its discretion, may make exceptions to these limits for an individual’s initial fiscal year of service as a Non-Employee Director or in the event of extraordinary circumstances with respect to a Non-Employee Director’s Board service, provided that any Non-Employee Director receiving such compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving Non-Employee Directors. Non-Employee Directors may be awarded Shares (herein referred to as “Non-Employee Director Shares”).

Non-Employee Director. Each Non-Employee Director (other than the Executive Chairman) shall receive an annual retainer of $50,000 for service on the Board.

Non-Employee Director. Each Non-Employee Director (other than the Executive Chairman) shall receive an annual retainer of $50,000 for service on the Board.

means a Director who is not also an employee of the Company or its Subsidiaries.

Non-Employee Director Limits. The aggregate value of all compensation granted or paid to any Director with respect to non-employee director service during any calendar year, including Awards granted under the Plan and cash fees or other compensation paid by the Company to such Director outside of the Plan for his or her services as a Director during such calendar year, may not exceed $750,000 in the aggregate, calculating the value of any Awards based on the grant date fair value of such Awards in accordance with the Accounting Rules, assuming a maximum payout. For the avoidance of doubt, the limitation in this [Section 4(d)] will not apply to any compensation granted or paid to a Director for his or her services to the Company or any of its Affiliates other than as a Director, including, without limitation, as a consultant or advisor to the Company or any of its Affiliates.

Non-Employee Director. Each Non-Employee Director (other than the Executive Chairman) shall receive an annual retainer of $40,000 for service on the Board.