Description of Non-Employee Director Equity Compensation Program

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Each non-employee director elected at the Company’s annual meeting of stockholders receives, under the Company’s Long-Term Incentive Compensation Plan (LTICP), as of the date of such meeting, an award of Company common stock having an award value of $70,000. A non-employee director who joins the Board as of any other date receives, under the LTICP, as of such other date, an award of Company common stock having an award value based on the full-year award value of $70,000 prorated to reflect the number of months (rounded up to the next whole month) remaining until the next annual meeting of stockholders; provided, however, that if the New York Stock Exchange (NYSE) is not open on the day the director joins the Board, the award is granted as of the next following day on which the NYSE is open.

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The number of shares of Company common stock subject to an award is determined by dividing the award value by the NYSE-only closing price of Company common stock on the date of grant (rounded up to the nearest whole share).