Description of Non-Employee Director Compensation Terms

Summary

This document outlines the compensation terms for non-employee directors of the company. Non-employee directors receive a $2,000 monthly retainer, with additional annual retainers for committee chairs ($4,000) and committee members ($1,000), all paid quarterly. Each year, non-employee directors are granted options to purchase 10,000 shares of common stock, vesting annually, with accelerated vesting if there is a Change in Control. Additionally, each director has received 80,000 restricted shares that vest over three years.

EX-10.52 2 dex1052.htm DESCRIPTION OF NON-EMPLOYEE DIRECTOR COMPENSATION TERMS Description of Non-Employee Director Compensation Terms

EXHIBIT 10.52

DESCRIPTION OF NON-EMPLOYEE DIRECTOR COMPENSATION TERMS

Non-employee directors will receive a $2,000 per month annual retainer, with chairs of committees receiving an additional $4,000 annual retainer and committee members receive an additional $1,000 annual retainer. Such retainers will be paid in installments quarterly. Each year non-employee directors receive a grant of an option to acquire 10,000 shares of our common stock, which vests at the end of each year, with acceleration of vesting upon the occurrence of a Change in Control (as that term is defined in our 2005 Stock Incentive Plan). In addition, each director has received a grant of 80,000 shares of restricted common stock which vest over a three year period from the date of grant.