Non-Employee Director Compensation Policy (effective March 1, 2015) Board Member Annual Cash Retainer$45,000 Board Member Annual Equity Retainer$45,000 Lead Independent Director Annual Cash Retainer$96,000 Committee Member Annual Cash Retainer$4,500 Audit Committee Chair Annual Cash Retainer$10,000 Compensation Committee Chair Annual Cash Retainer$10,000 Nominating and Governance Committee Chair Annual Cash Retainer$5,000

The Board Member Annual Equity Retainer shall be paid in options to purchase the Corporation’s common stock (“Options”).  Option grants will be made effective at the close of business on the date of the annual meeting of stockholders (such date being the grant date for purposes of determining the exercise price of the Options).  The exercise price of all Options granted under this Policy shall be the Corporation’s closing stock price on the date of grant, or, if the date of grant is not a trading day, then the first trading day after the date of grant.  The number of Options to be granted shall equal $45,000 divided by the Corporation’s closing stock price on the date of grant, or, if the date of grant is not a trading day, then the first trading day after the date of grant.  Options will vest on a pro rata daily basis over the period from the date of grant until the one-year anniversary of the date of grant, so long as such director remains a member of the Board.  Notwithstanding the foregoing, in the event that the annual meeting does not occur within one year of the previous year’s annual meeting, then the Board shall grant the Board Members additional Options, with terms and vesting determined by the Board in its reasonable discretion, to compensate the Board Members for delayed payment of the Board Member Annual Equity Retainer.