In consideration of your services as a nonemployee Chairman of the Board, you will be paid an aggregate annual fee of $500,000 (“ Annual Director Fee ”), half of which (i.e., $250,000) is payable in cash (the “ Annual Cash Director Fee ”) and the other half of which (i.e., $250,000) is payable in the form of an equity award under the terms of the Amended and Restated 2013 Omnibus Incentive Plan or another long-term incentive plan maintained by the Company (the “ Incentive Plan ”) (such portion of the Annual Director Fee, the “ Annual Equity Director Fee ”).  For 2018, the Annual Director Fee will be prorated using the Effective Date as the starting date.  The Annual Cash Director Fee will be paid to you in equal installments not less frequently than quarterly at the same time that cash fees are generally paid to other members of the Board.  The Annual Equity Director Fee will be paid to you in the form of restricted stock units under the Incentive Plan (or another form of equity under the Incentive Plan that is awarded to other members of the Board) and will be subject to the same vesting and other terms and conditions as are applicable to the annual equity awards granted to other members of the Board (including execution of an agreement similar to that executed by other members of the Board).  The number of shares subject to such award will be determined based on the closing price of the Company’s common stock on the grant date (or, if such date is not a business day, on the last business day preceding such date).  In connection with your service as a non-executive Chairman of the Board as of the Effective Date and for the remainder of 2018, you will be entitled to a restricted stock unit award with a grant date value of $78,082.19 (which represents a pro rata portion of your Annual Equity Director Fee for 2018 starting on the Effective Date), which will vest on January 2, 2019 subject to your continued service to the Company on the Board through such date.   The Annual Director Fee will be compensation for all services that you perform as a director and Chairman of the Board, including for service on Board committees, and is in lieu of compensation paid to directors generally unless specifically authorized by the Board.