SUMMARY BOARD OF DIRECTORS COMPENSATION TERMS FOR (" DIRECTOR ")

Job Title/ Responsibilities:

Director shall be a Director on the Board of Directors and Chair of the Nominating and Corporate Governance Committee. Director shall have such responsibilities as are customary for such positions.

Term:

Director's initial term shall continue for one year (" Term "). Upon expiration, Director may, if nominated by the Nominating and Corporate Governance Committee and approved by the Board, stand for reelection.

Cash Retainer:

Director's annual cash retainer (" Cash Retainer ") shall be $50,000 which shall constitute full compensation for all Board Meetings and Special Board Meetings throughout the year.

Chair Fee:

Director's annual chair fee for each committee chaired by the Director (" Chair Fee ") shall be $10,000.

Committee Meeting Fee:

Director's fee per Committee Meeting attended of which Director is a member (" Committee Meeting Fee ") shall be $1,250.

Payment of Fees

One-fourth of the Cash Retainer and Chair Fee shall be paid at the beginning of each calendar quarter. Committee Meeting Fees shall be paid immediately following the meeting for which they are earned.