Director Compensation Summary for Nonemployee Directors under 1996 Stock Incentive Plan
This document outlines the compensation for nonemployee directors serving on the board. Directors receive an annual retainer of $25,000, additional stipends for serving as committee chairs, and attendance fees for board and committee meetings. They are also reimbursed for expenses related to attendance. Additionally, each director is granted options to purchase 15,000 shares of common stock annually under the 1996 Stock Incentive Plan. The retainer and stock option amounts reflect recent increases, with the retainer prorated for the remainder of 2005.
Director Compensation Summary
Nonemployee directors receive compensation for board service. The compensation includes:
| Annual Retainer: |
| $25,000(1), payable in quarterly installments |
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| Committee Chair Stipend: |
| $20,000 annually for Audit Committee Chair |
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| $3,000 annually for all other committee chairs |
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| Attendance Fee: |
| $1,000 for each board meeting attended |
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| $2,000 to audit committee members for each audit committee meeting attended |
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| $1,000 to each other committee member for all other committee meetings attended |
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| Expenses related to attendance |
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| Equity-based Compensation Award under 1996 Stock Incentive Plan: |
| Annual grant of options to purchase 15,000 shares of common stock(2) |
(1) Represents $5,000 increase; prorated for 3 remaining quarters in 2005
(2) Represents 5,000 share increase in option award
