NON-EXECUTIVE DIRECTOR COMPENSATION PROGRAM

Cash Compensation

Annual Retainer Fees

•        Base annual retainer for all non-executive directors

•        Additional retainers:

Ø    Lead Director and Audit Committee Chair

Ø    Other Audit Committee members

Ø    Compensation Committee and Nominating and Governance Committee Chairs

Ø    Other Compensation Committee and Nominating Committee members

Board and Committee Meeting Fees

•        Fees per in person Board meeting (in person or telephonic participation)

•        Fees per in person Committee meeting (in person or telephonic participation):

Ø      Audit Committee

•     Chairperson

•     Other member