2008-2009 Non-Employee Director Compensation Schedule

Summary

This document outlines the compensation plan for non-employee directors serving on the board for the 2008-2009 term. Each non-employee director receives a stock option grant of 50,000 options (capped at 200,000 for all directors) with a one-year vesting period. The Board Chairman receives an additional 25,000 options and $24,000 in annual cash compensation. Members and chairpersons of the Corporate Governance, Audit, and Compensation Committees receive specified annual cash payments, paid quarterly, for their service.

EX-10.2 2 a5765977ex10_2.txt EXHIBIT 10.2 Exhibit 10.2 SCHEDULE OF NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2008 - 2009 BOARD TERM o Board membership A stock option grant to each non-employee director of 50,000 options, with a one year vesting period. The total options to be awarded to all non-employee directors as a group for service as directors is capped at 200,000 options. o Board Chairman A stock option grant to the individual serving as Chairman of 25,000 options with a one year vesting period for service as Chairman and cash compensation to such individual of $24,000 per year (paid $6,000 per quarter). o Corporate Governance $10,000 per year (paid $2,500/quarter) cash Committee Members compensation. o Corporate Governance $22,500 per year (paid $5,625/quarter) cash Committee Chairman compensation. o Audit Committee Members $10,000 per year (paid $2,500/quarter) cash compensation. o Audit Committee Chairman $20,000 per year (paid $5,000/quarter) cash compensation. o Compensation Committee $4,000 per year (paid $1,000/quarter) cash Members compensation. o Compensation Committee $10,000 per year (paid $2,500/quarter) cash Chairman compensation.