•       Board retainer: $30,000

•       Board meeting fees: none

General Board Service—Equity

•       Initial grant value of $200,000; comprised of 70% stock-settled stock appreciation rights ("SS-SAR's") and 30% restricted stock units ("RSU's")

•       Annual grant value of $120,000; comprised of 70% SS-SAR's and 30% RSU's

Equity Vesting

•       Initial grant:

•       Annual grant: 100% vest one year after the date of grant.

•       If a director resigns from the Board at an annual meeting that is within 30 days of the first anniversary of the date of grant, 100% of the annual grant will vest on the first anniversary of the date of grant

•       Directors are eligible for an annual grant in their first year of service only if their election was at least 6 months prior to the annual grant

Board Chair Compensation

•       $10,000 additional Board Service retainer (i.e., total Board Service retainer of $40,000)

•       Receives same Committee member/chair retainers and equity awards as other Directors

Committee Service

•        Non-employee directors are entitled to receive annual cash retainers for their service on the Committees as set forth in the table below:

Audit

Compensation

Nominating & Governance