Director Compensation Policy

$20,000 one-time restricted stock grant to new independent Board members;

$10,000 cash to each independent Board member as 1/3 of the annual director fee;

$20,000 annual restricted stock grant to each independent Board member as 2/3 of the annual director fee;

$10,000 cash to the Lead Director as an annual fee;

$10,000 cash to the Audit Committee Chairman as an annual fee;

$5,000 cash to the Compensation Committee Chairman as an annual fee;

$5,000 cash to the Nominating and Corporate Governance Committee Chairman as an annual fee;

$2,500 cash to Audit Committee members as an annual fee;

$2,500 cash to each non-employee director per day of Board meetings attended in person if the Board meeting is held in the director’s home country or $7,500 cash to each non-employee director for each Board meeting attended in person if the meeting is not held in the director’s home country. The $7,500 fee is a flat fee that is payable only once per meeting, no matter how long the meeting lasts;

$2,500 cash for the first Board meeting attended telephonically in a calendar year by an independent Board member, and $1,250 for any subsequent Board meeting attended telephonically in the same calendar year;

$1,000 cash for all committee meetings or Company meetings attended in person by an independent Board member (If there is more than one committee meeting per day or per visit, the $1,000 covers all meetings);

$500 cash for all committee meetings attended telephonically per day (or per “visit”) by an independent Board member;

$500 cash for a Board or committee call to complete specific Board or committee business by an independent Board member; and

$0 for informational or update calls.