ADMG Director Compensation Program Effective January 1, 2005

Summary

This agreement outlines the compensation program for non-employee directors of ADMG, effective January 1, 2005. Non-employee directors receive annual cash retainers for board and committee service, additional fees for attending meetings, and annual grants of non-qualified stock options. The stock options vest after six months and expire after ten years or one year after leaving the board. Employee directors do not receive any fees under this program.

EX-10.1 2 advmaterials_8kex10-1.txt EXHIBIT 10.1 DIRECTOR COMPENSATION PROGRAM Effective January 1, 2005, ADMG's Director Compensation Program is as follows: Non-Employee Director Fees: - Annual Board of Directors retainer fee $6,000 per year - Annual Board committee member retainer fee $2,000 per year - Annual Audit Committee Chairman retainer fee $2,000 per year - Amount paid per telephone meeting $500 per meeting - Amount paid per in-person meeting $1,000 per meeting - Non-qualified stock options* 10,000 granted annually following annual stockholders' meeting - Non-qualified stock options* 20,000 granted upon initial appointment to the Board

--------- * Options are to be granted under ADMG's stock option plan (to the extent shares are then available under the plan); to have an exercise price equal to the fair market value of a share of ADMG's common stock on the date of grant; to vest and become exercisable six months after their date of grant; and to expire at the earlier of ten years after their date of grant or one year after the director ceases service on the Board. Employee Director Fees - None