Description of Director Compensation*

Compensation Element

Terms or Amounts

General Board Service – Cash

·  Board retainer: $30,000

·  Board meeting fees: none

General Board Service – Equity

·  Initial grant: 21,000 shares of stock-settled stock appreciation rights (“SS-SAR’s”) and 4,500 shares of restricted stock units (“RSU’s”)

·  Annual grant: 8,400 shares of SS-SAR’s and 1,800 shares of RSU’s

Equity Vesting

·  Initial grant:

SS-SAR’s: 4-year vest; 25% cliff vest after one year and monthly thereafter

RSU’s: 4-year vest; 50% after two years and 50% on the four year anniversary of the grant date

·  Annual grant: 100% vest one year after the date of grant.

·  If a director resigns from the Board at an annual meeting that is within 30 days of the first anniversary of the date of grant, 100% of the annual grant will vest on the first anniversary of the date of grant.

·  Directors are eligible for an annual grant in their first year of service only if their election was at least 6 months prior to the annual grant

Board Chair Compensation

·  $10,000 additional Board Service retainer (i.e., total Board Service retainer of $40,000)

·  Receives same Committee member/chair retainers and equity awards as other Directors

Committee Service

·  Eliminate per meeting fees and replace with the following retainers:

Committee

Chair

Member

Audit

$

25,000

$

15,000

Compensation

$

15,000

$

10,000

Nominating & Governance

$

10,000

$

5,000