DIRECTOR & ADVISORY DIRECTOR
Approved as of May 12, 2008
The effective date of the revised plan shall be January 1, 2008.
Cash Compensation Plan
Each Non-employee Director will receive a total annual retainer of $32,500 paid quarterly on the first day of each
calendar quarter. The Chairman of the Board and the Chairman of each of the Audit and Compensation Committees
will each receive an additional total annual retainer of $8,000 paid quarterly on the first day of each calendar quarter.
Each Non-employee Director of the Company will receive $1,500 for each Board and Committee meeting if attended in
person and $1,500 if attended by telephonic communications. Board and Committee members must attend meetings
in person or by telephonic communications to receive the applicable compensation.
Stock Option and Restricted Stock Program
Non-employee Directors will receive a minimum annual grant of 4,000 options or 2,500 shares as restricted stock or
restricted stock units or some combination of the same, which amount may be reviewed annually and increased at
the discretion of the Compensation Committee.
Health Benefit Program
After 3 years of service as a Non-employee Director, such Non-employee Director and his immediate family may also
elect to participate in the same insurance benefit programs on the same monetary terms as the executive officers.
The Company will provide a Longevity Plan for the benefit of Non-employee Directors as follows: Upon completion of
three years of service as a Non-employee Director, the Non-
employee Director will be granted (the “Three-Year Grant”) (i) an option to purchase the number of shares of common
stock equaling 25% of the shares covered by options granted to such Director over the previous three years and
(ii) shares as restricted stock or restricted stock units equal to 25% of the shares as restricted stock or restricted
stock units granted to such Director over the prev