Compensatory Arrangements for Non-Employee Directors

an annual retainer of $21,000, to be paid at the director’s election either entirely in shares of stock or 40% in cash and 60% in shares of stock, in each case with full vesting upon the date of issuance;

a cash fee of $1,250 for meetings, including committee meetings, not held by telephone and not held on the same day as a full Board meeting;

committee meeting fees of $500 for telephonic meetings and meetings on the same day as Board meetings;

fees for the Chair of the Audit Committee ($10,500 per year), the Compensation and Benefits Committee ($5,250 per year) and the Nominating and Governance Committee ($5,250 per year), to be paid either entirely in shares of stock or 40% in cash and 60% in shares of stock, in each case with full vesting upon the date of issuance;

a fee for the Chairman of the Board of $10,500 per year, to be paid either entirely in shares of stock or 40% in cash and 60% in shares of stock, in each case with full vesting upon the date of issuance;

a stock grant made annually to each non-employee director valued at $44,100 on the date of grant, with all shares of stock fully vested upon the date of issuance; and

health insurance benefits for those non-employee directors who elect to participate, with the cost to be borne partially by the Company, consistent with its past practices.