2019 Fiscal Year Compensation Program for Non-Employee Directors

Annual Board Retainer (cash):    $50,000

Additional Annual Non-Executive
Chairman Retainer (cash):    $50,000        

Committee fees (cash):

$200,000 to be delivered in one installment (as set forth below under “Timing”), consisting of Deferred Stock Units (“DSUs”).

The number of DSUs to be issued will be determined by dividing $200,000 by the fair market value of Company common stock on the date of issuance. The DSUs will vest in a single installment on the date of the 2020 Annual Meeting, subject to continued service on the Board thru such date, with full acceleration upon a change in control.

DSUs will accrue dividends on the same basis as Company common stock and will be reinvested in additional DSUs.

DSUs, together with dividends credited on those DSUs, will be settled upon a Director’s separation from service from the Board of Directors or change in control, if earlier, and not upon vesting. At such time, DSUs will be paid out in the form of Company common stock.

Annual fiscal year cash compensation will be paid in one installment at the Compensation Committee meeting in June or, promptly following the date of the 2019 Annual Meeting, whichever is earlier, or such other date as determined by the Compensation Committee.

Amounts paid will be pro-rated for partial year service, with a fractional month of service rounded to a whole month. A Director who joins the Board other than on the first day of the fiscal year will be paid a pro-rated amount of the annual fiscal year compensation. The same proration rule will also apply to any partial year service on any committee.