Board Resolution on Non-Executive Director Compensation (Adopted January 14, 2005)

Summary

The Board of Directors resolved that non-executive directors will receive an annual retainer of $10,000, paid in quarterly installments of $2,500 starting April 1, 2005. This replaces the previous annual grant of options. Directors will continue to receive previously approved fees and expense reimbursements for attending board and committee meetings. These terms remain effective until changed by the Board.

EX-10.1 2 l11488aexv10w1.htm EX-10.1 RESOLUTION OF THE BOARD OF DIRECTORS ADOPTED 1/14/05 Exhibit 10.1  

          Exhibit  10.1 Resolution of the Board of Directors adopted January 14, 2005.

     RESOLVED that, in lieu of the annual grant of options previously approved by this Board of Directors, non-executive Directors shall be entitled to receive a retainer of $10,000 per annum, payable $2,500 quarterly commencing on April 1, 2005 to each individual serving as a non-executive Director on the last day of the calendar quarter immediately preceding the payment date; and be it

     FURTHER RESOLVED, that the fees and reimbursement of expenses for attendance at board and committee meetings continue as previously approved; and be it

     FURTHER RESOLVED, that these resolutions shall continue in full force and effect until modified or rescinded by this or any future Board of Directors of the Company.