Non-Employee Director Compensation Program

Element

Amount

Annual Cash Retainer

$50,000 (cash)

In lieu of cash, a director can elect to receive a RSU valued at $50,000 on the basis of the 20-day trailing average closing price as of the trading day immediately preceding the date of the annual meeting

Annual Equity Grant

Intended equity value: $150,000

(The number of shares for this equity award will be determined using the then-current guideline price for employee equity awards.)

Equity Vehicles

100% RSU

(RSUs vest immediately, but shares will not be distributed until the director leaves the board.)

Initial Equity Grant

None

Independent Chairman Premium

$32,500 (cash)

Committee Member Compensation

Audit: $10,000

Compensation: $7,500

Nominating/Governance: $5,000

(cash)

Committee Chair Premiums

Audit: $15,000

Comp: $12,500

Nominating/Governance: $5,000

(cash)