Compensation Element

Terms or Amounts

General Board Service — Cash

·    Board retainer: $50,000

·    Board meeting fees: none

General Board Service — Equity

·    Initial grant: Shares equal to a Black Scholes value of $300,000, with 70% of the value issued in stock-settled stock appreciation rights (“SS-SARs”) and 30% of the value issued in restricted stock units (“RSUs”). Black Scholes value to be based on value used for most recent annual executive compensation analysis.

·    Annual grant: Shares equal to a Black Scholes value of $150,000, with 70% of the value issued in stock-settled stock appreciation rights (“SS-SARs”) and 30% of the value issued in restricted stock units (“RSUs”). Black Scholes value to be based on value used for most recent annual executive compensation analysis.

Equity Vesting

·    Initial grant:

SS-SARs: 4-year vest; 25% cliff vest after one year and monthly thereafter.

RSUs: 4-year vest; 50% on the two year anniversary and 50% on the four year anniversary of the grant date.

·    Annual grant: 100% vest on the one year anniversary of the grant date.

·    If a director resigns from the Board effective at an annual meeting that is no more than 30 days prior to the vesting date of a grant, the director shall vest in that portion of the grant vesting on such vesting date.

·    Directors are eligible for an annual grant in their first year of service only if they have served as a Board director for at least 6 months prior to the annual grant.

Board Chair Compensation

·    $20,000 additional Board Service retainer (i.e., total Board Service retainer of $70,000).

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

Lead Independent Director Compensation

·    $20,000 additional Board Service retainer (i.e., total Board Service retainer of $70,000).

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

Committee Service Compensation

·    Any Board member who participates in the following Board committees shall receive the following additional retainer compensation:

Committee

Chair

Member

Audit

$

20,000

$

10,000

Compensation

$

15,000

$

5,000

Corporate Governance & Nominating

$

10,000

$

2,500

Operating Committee

$

20,000

$

10,000