Non-Employee Director Compensation Policy as of December 30, 2005

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Summary

This document outlines the compensation policy for non-employee directors of the company as of December 30, 2005. Non-employee directors receive an annual fee of $25,000, additional fees for attending meetings, and reimbursement for travel expenses. Committee chairs receive extra annual compensation, with the audit committee chair receiving a higher amount. Directors are also granted stock options upon appointment and annually, subject to certain conditions and vesting schedules. The policy details the terms of these options, including exercise price, term, and eligibility for future equity awards.

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EX-10.1 2 g99019exv10w1.htm EX-10.1 COMPENSATION FOR NON-EMPLOYEE DIRECTORS EX-10.1 COMPENSATION FOR NON-EMPLOYEE DIRECTORS  

EXHIBIT 10.1
COMPENSATION FOR NON-EMPLOYEE DIRECTORS
As of December 30, 2005
     As in effect on December 30, 2005 and until further changed, non-employee members of the Board of Directors of the Company are paid an annual fee of $25,000 plus reasonable travel expenses for attending Board and committee meetings. Each non-employee director also receives $1250 for attending each meeting of the Board or Board committee. In addition, committee chairs receive $3,000 per year for serving in such capacity, except that the chair of the audit committee receives $5,000 per year.
     On February 15, 2005, non-employee directors were each granted an option to purchase 6,952 shares of our common stock at an exercise price per share of $21.14, being the fair market value of our common stock on that date. Such options have a ten-year term, are all immediately exercisable and can be exercised by a director for a period of 90 days after he or she ceases to be a director. The number of shares subject to each such option was determined by dividing $60,000 by $8.63, which was determined under the Black-Scholes method to be the value of the options granted to our executive officers on the same date and at the same exercise price as those granted to the non-employee directors.
     Effective January 1, 2005, upon initial election or appointment to the Board, each non-employee director receives an option, which vests immediately, to purchase 10,000 shares of the Company’s common stock for a purchase price equal to the closing purchase price of the Company’s common stock on the date such option is awarded. The option, which has a 10-year term, is subject to the terms and conditions applicable to directors of the Company under any then current Company-sponsored equity incentive plan. In addition, following the initial grant of an option to purchase 10,000 shares, a non-employee director is eligible to receive an annual equity award under any then current Company-sponsored equity incentive plan but, as to directors joining the Board on or after December 23, 2005, only after his or her re-election to the Board by the shareholders of the Company at the annual meeting of shareholders following the initial appointment of such director.