1996 DIRECTORS STOCK COMPENSATION PROGRAM
(AS AMENDED - JANUARY 24, 1997)
SECTION 1. PURPOSE
The purpose of the Program is to attract and retain well-qualified persons for service as nonemployee directors of
the Company and to promote identity of interest between directors and stockholders of the Company. It is
intended that the 1996 Directors Stock Compensation Program will provide for the granting to participants of
stock options, restricted stock, restricted stock units, common stock and/or other stock-based awards.
The Program is designed and intended to comply with Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, as such Rule may be amended from time to time, and shall be interpreted in a manner consistent with
the requirements thereof, as now or hereafter construed, interpreted and applied by regulations, rulings and cases.
SECTION 2. DEFINITIONS
(a) "Accounting Date" shall mean the first business day following the annual meeting of stockholders of the
Company; provided, that for the Plan Year that begins on the Effective Date, Accounting Date shall mean the
(b) "Basic Fee" shall mean the annual retainer payable to an Eligible Director with respect to each Plan Year (at
the annual rate in effect on the Accounting Date of such Plan Year) for such Eligible Director's services on the
Board and as the chairperson of any committee of the Board (exclusive of any Meeting Fees).
(c) "Board" shall mean the Board of Directors of the Company.
(d) "Change in Control Price" of the Common Stock shall equal the higher of (i) if applicable, the price paid for
the Common Stock in the transaction constituting a Change in Control (as defined in Section 10) and (ii) the Fair
Market Value of the Common Stock as of the last trading day preceding the date of the Change in Control.
(e) "Committee" shall mean the Compensation Committee of the Board.
(f) "Common Stock" shall mean the common stock, par value $.01 per share, of the Compan