Compensation Summary Non-employee Directors

Effective as of July 1, 2018, non-employee directors are compensated for their service as a director as shown in the table below:

Directors’ fees are paid quarterly, in arrears, and retainers are prorated based on actual days of service relative to a full year of Board service. We also reimburse non-employee directors for expenses they incur to attend Board and Committee meetings and for attendance at one director continuing education program during each calendar year or the reasonable cost of one year’s membership in an organization which is focused on director education.

Each non-employee director also receives an annual service grant of shares of restricted stock having a value of $75,000, based upon the average closing price of a share of the our common stock on the New York Stock Exchange composite tape for the 20 consecutive trading days immediately preceding the grant date. The shares of restricted stock are fully vested at grant for those directors who have reached age 65 and otherwise shall vest 100% on the earlier of the first anniversary of the grant date or the director’s attainment of age 65.