Summary Description of Director Compensation for Non-Employee Directors

Summary

This document outlines how the company compensates its non-employee directors. Eligible directors receive an annual payment of $12,000, plus additional fees for attending board and committee meetings, with higher amounts for in-person attendance. Non-employee directors, except for two named individuals, are also granted annual stock options to purchase company shares, which vest over three years. The stock options are issued under the company's 2002 Stock Incentive Plan at the market price on the grant date. The plan does not provide for automatic grants, but the board has authorized these annual grants by resolution.

EX-10.37 6 b53303ttexv10w37.txt EX-10.37 SUMMARY DESCRIPTION OF DIRECTOR COMPENSATION EXHIBIT 10.37 Summary Description of Director Compensation The Company compensates directors who are not employees of the Company for service as directors, other than Messrs. Leff and Moorhead, who are employees of Warburg Pincus LLC. The Company pays each of these directors in the amount of $12,000 annually. In addition, the Company pays each director $2,000 for each meeting of the Board such director attends in person and $1,000 for each meeting such director attends telephonically. The Company pays each non-employee director $1,000 for each meeting of committees of the Board such director attends in person and $500 for each meeting of committees of the Board such director attends telephonically. The Company's 2002 Stock Incentive Plan does not provide for automatic grants to directors. However, the Board has provided, by resolution, for an annual stock option grant to non-employee directors, other than Messrs. Leff and Moorhead, of options to purchase 10,000 shares of Common Stock of the Company under the 2002 Stock Incentive Plan on the date of the annual meeting. Such stock options generally vest over a period of three years and have an exercise price equal to the closing price of the Company's Common Stock on the Nasdaq National Market on the date of the grant. Currently, Drs. Gilbert, Langer and Villa-Komaroff, and Mr. Yetter are eligible to receive option grants under the 2002 Stock Incentive Plan.