Annual Equity Retainer(1)

Annual Equity

Award (2)

Initial Equity

Award (2)

Non-Employee Director role:

Dollar value

Paid in equity in lieu

of cash (2)

Equity grant of stock

options or restricted

Equity grant of stock

options or restricted

  Baseline Board Compensation

$40,000

Equity issued quarterly

stock units with a value

options or restricted

  Non-Executive Chair

$40,000

in arrears to each

of $45,000. Director

stock units with a value

  Audit Committee Chair

$20,000

director under the Plan.

can elect the form of 

of $50,000. Incoming

  Compensation Committee Chair

$13,000

Vested on grant.

equity. Cliff vesting at

director can elect the

  CG & Nominating Committee Chair

$10,000

Yearly election will be

first anniversary of grant

form of equity. Vests

  Audit Committee Member

$ 9,000

made by each director

or following year’s annual 

one-third of award on

  Compensation Committee Member

$ 6,000

to receive grant as shares

meeting date, if earlier, 

each of the first three

  CG& Nominating Committee Member

$ 5,000

of common stock or stock

options

subject to forfeiture if not vested.

anniversaries of the date of grant.

(1)

Annual non-employee director compensation limit of $250,000 with initial year compensation limit of $500,000 as set forth in the Amended and Restated Equity Compensation Plan (the “Plan”).

(2)

Number of shares of common stock, restricted stock units or stock options calculated using a stock price equal to the greater $1.00 or the average closing price in the 20 trading days prior to the date of grant and, for stock options, if elected by a director, a Black Scholes calculation. Stock options will have a seven year term.