Election. Prior to ​ Eastern time on the final business day preceding June 1 of a given calendar year or, for a Non-Employee Director whose service as a Non-Employee Director commences in such given calendar year, such later date on which the Non-Employee Director’s service as a Non-Employee Director commences and that occurs prior to July 1 of such given calendar year (in any case, the “Election Deadline”), by delivery to the Company of a written election in a form provided by the Company (an “Election”), a Non-Employee Director may elect to receive payment of the entire Annual Retainer payable to the Non-Employee Director under this Program for services performed during the period beginning on July 1 occurring after the Election Deadline and ending on June 30 of the following calendar year (each such period, a “Service Year”) in the form of one or more options (each, an “Elective Option”) to purchase shares of the Company’s common stock (“Shares”) as set forth in this [Section I(B)] and [Section II(D)] rather than in cash in accordance with [Section I(A)]. A Non-Employee Director who makes an Election will be granted a separate Elective Option for the Base Retainer (a “Base Retainer Elective Option”) and for each Committee Member Retainer (a “Committee Member Retainer Elective Option”) that such Non-Employee Director would, as of the applicable Issue Date, otherwise have been entitled to receive under this Program in cash for service on the Board and its committees during the applicable Service Year. If a Non-Employee Director commences service on a committee of the Board following the Issue Date for a given Service Year, the Non-Employee Director will receive the Committee Member Retainer for such committee service during the corresponding Service Year in cash pursuant to [Section I(A)] and not in the form of a Committee Member Retainer Elective Option under this [Section II(B)].

Withdrawal and Service. A Non-Employee Director may withdraw his or her Election at any time prior to ​ Eastern timethe Election Deadline for a given Service Year, and thereafter, any Elections delivered to the Company and not previously withdrawn will become irrevocable with respect to the Service Year. Notwithstanding anything in this [Section I(B)] or any Election to the contrary, if a Non-Employee Director is not serving as a Non-Employee Director on the final business day preceding June 1Issue Date or if the grant of a given calendar year or, for aan Elective Option described in this [Section I(B)] is otherwise prohibited under applicable laws, exchange listing rules or the terms of the Equity Plan, the Non-Employee Director’s Annual Retainer, to the extent earned, shall be paid in cash under and subject to the terms of [Section I(A)]. Any Non-Employee Director whose service as a Non-Employee Director on the Board commences in suchduring a given calendar year, such later date on which the Non-Employee Director’s service as a Non-Employee Director commences and that occurs priorService Year shall not be eligible to July 1 of such given calendar year (in any case, the “Election Deadline”), by delivery to the Company of a written election in a form provided by the Company (an “Election”), a Non-Employee Director may elect to receive payment of the entire Annual Retainer payable to the Non-Employee Directormake an Election under this Program for services performed duringuntil the period beginning on July 1 occurring after thefirst Election Deadline and ending on June 30 ofthat occurs following the following calendar year (eachdate such period, a “Service Year”) in the form of one or more options (each, an “Elective Option”) to purchase shares of the Company’s common stock (“Shares”) as set forth in this [Section I(B)] and [Section II(D)] rather than in cash in accordance with [Section I(A)]. A Non-Employee Director who makes an Election will be granted a separate Elective Option for the Base Retainer (a “Base Retainer Elective Option”) and for each Committee Member Retainer (a “Committee Member Retainer Elective Option”) that such Non-Employee Director would, as of the applicable Issue Date, otherwise have been entitled to receive under this Program in cash for service on the Board and its committees during the applicable Service Year. If a Non-Employee Director commences service on a committee of the Board following the Issue Date for a given Service Year, the Non-Employee Director will receive the Committee MemberBoard, and any Annual Retainer for such committeepartial year of service during the corresponding Service Yearshall be paid in cash pursuantunder and subject to the terms of [Section I(A)] and not in the form of a Committee Member Retainer Elective Option under this [Section II(B)].