Fiscal 2009 Non-Employee Director Compensation Policy

Summary

This document outlines the compensation policy for non-employee directors of the company for fiscal year 2009. Directors receive an annual cash retainer, meeting fees, and equity grants in the form of stock options and restricted stock units, all subject to specific vesting schedules. Additional cash retainers are provided for service as Lead Director, committee chairs, and committee members. Directors may choose to receive their cash retainers as restricted stock, which vests before the next annual stockholders' meeting.

EX-10.42 5 ex10-42.htm EXHIBIT 10.42 ex10-42.htm

EXHIBIT 10.42

FISCAL 2009 NON-EMPLOYEE DIRECTOR COMPENSATION

Compensation Element	Amount
General Board service – cash	Annual cash retainer - $60,0001
	Meeting fees: $2,000 in-person, $1,000 telephonic
General Board service-Equity	Initial equity grant upon first becoming a Director and annually thereafter: - Option to purchase 10,000 shares of Common Stock - Restricted stock units to purchase 20,000 shares of Common Stock - Both grants vest monthly over 12 months
Lead Director	Additional cash retainer: $24,0001
Committee Chair service	Additional cash retainer: 1 - Audit Committee: $10,000 - Compensation Committee: $10,000 - Nominating and Governance Committee: $10,000
Committee member service	Additional cash retainer: 1 - Audit Committee: $10,000 - Compensation Committee: $10,000 - Nominating and Governance Committee: $10,000
	Meeting fees: $1,500

1 Directors may elect to receive cash retainers in restricted stock with value equal to 133% of the forgone cash compensation and which vests in full on the day immediately prior to the subsequent annual meeting of stockholders.