Corporate Governance Guidelines

Director Compensation

The Board should annually review the form and amount of all types of compensation to be paid by the Company to or on behalf of members of the Board, including, without limitation, cash fees, equity incentives and contributions to charities at the behest of Board members. Board compensation should be customary, reasonable and competitive, as determined by the Board. Directors who are employees of the Company will not receive additional compensation for service on the Board or any committee of the Board. Such Directors may, however, have a portion of their base salary designated as being received for such directors’ service on the Board or any committee of the Board.

A director emeritus will be entitled to receive fees and other renumeration for such service in such form and amount as approved by the Board, and shall be reimbursed for reasonable travel and other out-of-pocket business expenses incurred in connection with attendance at meetings of the Board and its committees.