Director Compensation Program for Members of the Board, other than those Directors Affiliated with SoftBank

  

  

$80,000

  

$155,000

  

$20,000

  

$15,000

  

$10,000

  

$2,000 per Meeting ($1,000 per Telephonic Meeting)

  

$110,000

  

Matching Charitable Contributions (capped)

  

Telecommunications Services and Products

  

Must hold equity or equity rights equal to at least three times the annual board retainer amount for directors other than the Security Director (i.e., $240,000 while the current $80,000 retainer is in place); providing that to the extent any Director has not met this minimum ownership level, each such Director is expected to retain at least half of his or her shares or share equivalents awarded by the Corporation. The Board retains flexibility to grant exceptions to the guidelines based on its consideration of individual circumstances.

 

(1)

Annual cash retainer of $500,000;

 

(2)

Annual grant of $500,000 in restricted stock units for 2013 to be granted as of August 6, 2013 and each year thereafter at the Annual Shareholders’ Meeting and vesting in full upon the earlier of the subsequent Annual Shareholders’ Meeting or the first anniversary of the grant; and

 

(3)

Telecommunications services and products and matching of Mr. Fisher’s charitable contributions, capped at reasonable levels.