Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid, as applicable, by the Company to any individual for service as a Non-Employee Director with respect to any period commencing on the date of the Annual Meeting for a particular year and ending on the day immediately prior to the date of the Annual Meeting for the next subsequent year (the “Annual Period”), including Awards granted and cash fees paid by the Company to such Non-Employee Director, will not exceed # $400,000 in total value or # in the event such Non-Employee Director is first appointed or elected to the Board during such Annual Period, $600,000 in total value, in each case calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes. The limitations in this Section 3(d) apply beginning with the Annual Period commencing on the Annual Meeting in 2020.

Non-Employee Director1"> Aggregate Compensation Limit. The aggregate value of all compensation granted or paid, as applicable, 3">by the Company to any individual for service as a 5">Non-Employee Director5">non-employee director of the Company with respect to any period commencing on the date of the 7">Annual Meeting7">Company’s annual meeting of stockholders for a particular year and ending on the day immediately prior to the date of the 9">Annual Meeting9">Company’s annual meeting of stockholders for the next subsequent 11">year (the “Annual Period”),11">year, including Awards granted and cash fees paid 13">or payable by the Company to such 15">Non-Employee Director,15">non-employee director, will not exceed # 17">$400,17">$600,000 in total value or # in the event such 19">Non-Employee Director19">non-employee director is first appointed or elected to the Board during such 21">Annual Period, $600,21">period, $900,000 in total 23">value, in each case calculating the23">value. The value of any 25">equity awards25">Awards included in the calculation of such total value shall be based on the grant date fair value of such 27">equity awards27">Awards for financial reporting 29">purposes. The limitations29">purposes, and any compensation shall be counted towards these limits for the service year in 31">this Section 3(d) apply beginning with31">which it is earned (and not when settled or paid in the 33">Annual Period commencing on the Annual Meeting in 2020.33">event any such compensation is deferred).

Non-Employee Director1"> Aggregate Compensation Limit. The aggregate value of all compensation granted or paid, as applicable, 3">by the Company to any individual for service as a 5">Non-Employee Director5">non-employee director of the Company with respect to any period commencing on the date of the 7">Annual Meeting7">Company’s annual meeting of stockholders for a particular year and ending on the day immediately prior to the date of the 9">Annual Meeting9">Company’s annual meeting of stockholders for the next subsequent 11">year (the “Annual Period”),11">year, including Awards granted and cash fees paid 13">or payable by the Company to such 15">Non-Employee Director,15">non-employee director, will not exceed # 17">$400,17">$600,000 in total value or # in the event such 19">Non-Employee Director19">non-employee director is first appointed or elected to the Board during such 21">Annual Period, $600,21">period, $900,000 in total 23">value, in each case calculating the23">value. The value of any 25">equity awards25">Awards included in the calculation of such total value shall be based on the grant date fair value of such 27">equity awards27">Awards for financial reporting 29">purposes. The limitations29">purposes, and any compensation shall be counted towards these limits for the service year in 31">this Section 3(d) apply beginning with31">which it is earned (and not when settled or paid in the 33">Annual Period commencing on the Annual Meeting in 2020.33">event any such compensation is deferred).

Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid, as applicable, 1">by the Company to any individual for service as a Non-Employee Director with respect to any 3">period commencing on the date of the Annual Meeting for a particular year and ending on the day immediately prior to the date of the Annual Meeting for the next subsequent year (the “Annual Period”),3">calendar year, including Awards granted and cash fees paid by the Company to such Non-Employee Director, will not exceed # 5">$400,5">$500,000 in total value or # in the event such Non-Employee Director is first appointed or elected to the Board during such 7">Annual Period, $600,7">calendar year, $750,000 in total value, in each case calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes.9"> The limitations in this Section 3(d) apply beginning with the Annual Period commencing on the Annual Meeting in 2020.

Non-Employee Director Compensation Limit. The aggregate value of all1"> cash and equity-based compensation granted or paid, as applicable, by the Company to any individual for service as a Non-Employee Director with respect to any 3">period commencing on the date3">fiscal year of the 5">Annual Meeting for a particular year and ending on the day immediately prior to the date of the Annual Meeting for the next subsequent year (the “Annual Period”), including Awards granted and cash fees paid by the Company7"> to such Non-Employee Director, will not exceed # 9">$400,9">a total of $200,000 with respect to any such cash compensation and # $800,000 in total value 11">or # in the event11">with respect to any such 13">Non-Employee Director is first appointed or elected to the Board during such Annual Period, $600,000 in total value, in each case13">equity-based compensation (including Awards and any other equity-based awards), calculating the value of any 15">equity15">such awards based on the grant date fair value of such 17">equity awards for financial reporting purposes.19"> The limitations in this Section 3(d) apply beginning with the Annual Period commencing on the Annual Meeting in 2020.

Non-Employee Director1"> Aggregate Compensation Limit. The aggregate value of all compensation granted or paid, as applicable, 3">by the Company to any individual for service as a5"> Non-Employee Director with respect to any period commencing on the date of the 7">Annual Meeting7">Company’s annual meeting of stockholders for a particular year and ending on the day immediately prior to the date of the 9">Annual Meeting9">Company’s annual meeting of stockholders for the next subsequent 11">year (the “Annual Period”),11">year, including Awards granted and cash fees paid 13">or payable by the Company to such 15">Non-Employee Director, will not exceed # 17">$400,17">$750,000 in total value or # in the event such19"> Non-Employee Director is first appointed or elected to the Board during such 21">Annual Period, $600,21">period, or with respect to a lead director or chairman role $1,000,000 in total value, in each case calculating the value of any 23">equity awards23">Awards based on the grant date fair value of such 25">equity awards25">Awards for financial reporting purposes. 27">The limitations27">For the avoidance of doubt, any compensation shall be counted towards this limit for the service year in 29">this Section 3(d) apply beginning with29">which it is earned (and not when settled or paid in the 31">Annual Period commencing on the Annual Meeting in 2020.31">event it is deferred).