Compensation Policy for Non-Employee Directors

Annual retainer for non-employee directors:         $65,000 per annum, paid quarterly

Additional annual retainers:

Independent Chairman:                 $45,000 per annum, paid quarterly

Chairman of the Audit Committee:         $25,000 per annum, paid quarterly

Chairman of the Compensation Committee:     $20,000 per annum, paid quarterly

Chairman of the N&G Committee:          $12,000 per annum, paid quarterly

Chairman of the M&A and Finance Committee:     $12,000 per annum, paid quarterly

Chairman of the Government Relations Committee: $12,000 per annum, paid quarterly

Directors are entitled to be reimbursed for their reasonable expenses incurred in connection with attendance at Board and committee meetings.

Quarterly retainer payments shall be paid in arrears within 30 days following the end of each quarter. The full quarterly retainer shall be paid to each director who served on the Board during all or a portion of a quarter.

New non-employee directors will be granted equity awards in connection with their first election to the Board. These awards will be granted by the Board of Directors and will consist of shares of restricted stock for the number of shares of common stock equal to $225,000 divided by the average closing price of the Company’s common stock during the 30 calendar days prior to the date of grant. These awards will vest as to 50% of the covered shares on each of the first two anniversaries of the date of grant.

Non-employee directors may also receive annual restricted stock awards for the number of shares of common stock equal to $175,000 divided by the average closing price of the Company’s common stock during the 30 calendar days prior to the date of grant. These awards will vest on the first anniversary of the date of grant.

Non-employee directors will not be eligible to receive an annual restricted stock award for the fiscal year in which they are first elected.

Approved by the Board of Directors, as amended, on July 26, 2022.