| Compensation Element | Compensation | 
|  | |
| Board Annual Cash Retainer | $35,000 | 
|  | |
| Initial Equity Award  (for new directors) | $360,000 (2x Annual) | 
|  | |
| Annual RSU Award | $180,000 | 
|  | |
| Total Board Comp (Sum of: Annual Cash Retainer + Annual Equity Award) | $215,000 | 
|  | |
| Audit Committee Chair  Audit Committee Member | $20,000 $10,000 | 
|  | |
| Comp Committee Chair  Comp Committee Member | $15,000 $7,500 | 
|  | |
| Nom/Gov. or other Committee Chair  Nom/Gov. or other Committee Member | $7,500 $3,000 | 
|  | |
| Additional Premium for Board Chair | $75,000 | 
|  | |
| Stock Ownership Guidelines | 4x annual cash retainer Time to achieve: 5 years |