Pursuant to the
policy, as revised in February 2009, at each annual meeting of our stockholders, provided that the director has served on the Board for at least six months prior to the annual meeting, a non-employee director would be granted RSUs having a value equal to $ 225,000
divided by the lesser of (i) the trailing average closing trading prices of our common stock for the 180 - day period preceding and ending with the date of the RSU grant or (ii) such number of RSUs as the Board may determine based on additional criteria such as business conditions and / or company performance, outside director compensation practices at peer companies and
advice from outside compensation consultants.