DIRECTORS COMPENSATION PROGRAM
EFFECTIVE MAY 4, 2005
(As approved November 7, 2007)
SECTION 1. PURPOSE
(a) 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. 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.
(b) The Program is also intended to comply in form and operation with the requirements of Section 409A of
the Code, or an exception thereto.
SECTION 2. DEFINITIONS
The following words and phrases have the meaning indicated below, unless the context clearly indicates
(a) “Affiliate” means any entity that, together with the Company, is treated as a single employer under Code
section 414(b) or (c). For purposes of determining whether a Termination of Employment has occurred, the term
Affiliate will be determined by applying Code section 1563(a)((1), (2) and (3) for purposes of determining a
controlled group of corporations under Code section 414(b) and in applying Treas. Reg. Section 1.414(c)-2 for
purposes of determining trades or businesses that are under common control for purposes of Code section 414
(c), the phrase “at least 50 percent” will be used instead of “at least 80 percent” each place it appears.
(b) “Accounting Date” means the first business day following the annual meeting of stockholders of the
Company, or, if no annual meeting is held during a calendar year, it means December 31.
(c) “Basic Fee” means the annual retainer payable to an Eligible Director at the annual rate in effect on the
Accounting Date for such Eligible Director’s services on the Bo