Outside Director Compensation Program (Updated as of February 2016)

Board Service

Annual Retainer:

$

50,000

Non-Executive Chairman

Annual Retainer

$

100,000

Committee Service

Audit Committee:

Chair Annual Retainer:

$

25,000

Member Annual Retainer:

$

12,500

Compensation Committee:

Chair Annual Retainer:

$

15,000

Member Annual Retainer:

$

7,500

Nominating and Corporate Governance Committee:

Chair Annual Retainer:

$

10,000

Member Annual Retainer:

$

5,000

Initial Equity Grant:

Each Outside Director will receive an initial equity award granted on or after the date on which the Outside Director is first elected to the Board (the “Initial Grant”) with an aggregate grant date fair value of approximately $150,000. The Initial Grant shall consist of (i) a one-time restricted stock unit award with respect to the Corporation’s common stock with a grant date fair value of approximately $75,000 (the “Initial RSU Grant”) and (ii) a one-time non-qualified stock option award with respect to the Corporation’s common stock with a grant date fair value of approximately $75,000 (the “Initial Option Grant”), which Initial Option Grant shall have an exercise price equal to the closing price of the Corporation’s common stock on the grant date on the applicable exchange or market on which its common stock is listed as of such date. One-third (1/3) of the Initial RSU Grant shall vest on the one year anniversary of the Outside Director’s appointment to the Board and the remaining two-thirds (2/3) of the Initial RSU Grant shall vest in eight (8) substantially equal installments on each three-month anniversary of the first vesting date, subject to continued Board service through the applicable vesting date. One-third (1/3) of the Initial Option Grant shall vest on the one year anniversary of the Outside Director’s appointment to the Board and the remaining two-thirds (2/3) of the Initial Option Grant shall vest in twenty-four (24) substantially equal installments on each monthly anniversary of the first vesting date, subject to continued Board service through the applicable vesting date.

Annual Equity Grant:

Each Outside Director who is serving on the Board on the day preceding any annual meeting of stockholders (excluding any Outside Director that received an Initial Grant in the same calendar year as the calendar year in which the applicable annual meeting of stockholders takes place) and whose service will continue on the day following such annual meeting (whether due to re-election or an ongoing term of service) will automatically receive an additional equity award granted as of the date of such annual meeting (the “Annual Grant”) with an aggregate grant date fair value of approximately $75,000. The Annual Grant shall consist of (i) a restricted stock unit award with respect to the Corporation’s common stock with a grant date fair value of approximately $37,500 (the “Annual RSU Grant”) and (ii) a non-qualified stock option award with respect to the Corporation’s common stock with a grant date fair value of approximately $37,500 (the “Annual Option Grant”), which Annual Option Grant shall have an exercise price equal to the closing price of the Corporation’s common stock on the grant date on the applicable exchange or market on which its common stock is listed as of such date. The Annual RSU Grant shall vest in twelve (12) substantially equal installments on each three-month anniversary of the grant date, subject to continued Board service through the applicable vesting date. The Annual Option Grant shall vest in thirty-six (36) substantially equal installments on each monthly anniversary of the grant date, subject to continued Board service through the applicable vesting date.

Annual Non-Executive Chair Equity Grant:

If the Board is chaired by a Non-Executive Chairman as of the commencement of any fiscal year, the Non-Executive Chairman will automatically receive a restricted stock unit award with respect to the Corporation’s common stock granted as of the first business day of such fiscal year (the “Annual Non-Executive Chair Grant”) with a grant date fair value of approximately $50,000. The Annual Non-Executive Chair Grant shall vest in eight (8) substantially equal

installments on each of March 31, June 30, September 30 and December 31, commencing on the March 31 following the grant date, subject to continued Board service through the applicable vesting date. For purposes of fiscal year 2016, the Annual Non-Executive Chair Grant will be granted as of the approval date of the revised Outside Director Compensation Program and will vest as set forth above.