Summary of Director Compensation for Non-Employee Directors

Summary

This document outlines the compensation policy for non-employee directors of the company. Non-employee directors receive an annual cash retainer, meeting fees for attending board and committee meetings, initial and annual stock option grants, and reimbursement for travel expenses. Additional monthly fees are provided to directors serving as chairpersons of key committees. Employee directors do not receive extra compensation for board service. The annual retainer was increased from $12,000 in 2006 to $40,000 starting in 2007.

EX-10.22 3 g05715exv10w22.htm EX-10.22 SUMMARY OF DIRECTOR COMPENSATION Ex-10.22

Exhibit 10.22

Summary of Director Compensation

Directors who are employees of the Company receive no additional compensation for their services as directors. Each non-employee director receives:

	•		an annual retainer in the amount described below;

	•		a meeting fee of $2,000 for each Board or committee meeting attended in person and $1,000 for each telephonic meeting (but only one fee in the event that more than one such meeting is held on a single day);

	•		an initial grant of an option to purchase 12,000 shares of common stock on the date of such director’s appointment to the Board of Directors;

	•		an annual grant of an option to purchase 8,000 shares of common stock; and

	•		reimbursement for necessary travel expenses incurred in attending such meetings.

Additionally, the Board member serving as Chairman of the Audit Committee and the Board member serving as Chairman of the Compliance Committee receive an additional $2,000 per month. The Board member serving as Chairman of the Nominating and Corporate Governance Committee and the Board member serving as Chairman of the Compensation Committee receive an additional $1,000 per month.

In 2006, each non-employee director received an annual retainer of $12,000. On November 2, 2006, the Board of Directors increased the annual cash retainer to be paid to each non-employee director in 2007 and for subsequent years to $40,000.