The cash compensation and restricted equity awards described in this Policy shall be paid or be made, as applicable, automatically and without further action of the Board, to each Eligible Director.  The number of shares delivered under this Policy shall reduce the aggregate number of shares available for issuance under the 2014 Omnibus Incentive Plan.  For the avoidance of doubt, any member of the Board who is not an Eligible Director shall not be entitled to cash, equity or any other compensation in connection with such service on the Board.