Description of Nonemployee Director Compensation Policy
The following describes the Company's Compensation Policy for Nonemployee Directors, as amended effective
as of February 4, 2003 (the "Policy").
Pursuant to the Policy, the Chairman of the Company's Board of Directors (the "Board") receives an annual fee
of $25,000, the Chairman of the Audit Committee of the Board receives an annual fee of $17,000, the Chairmen
of the Compensation and Strategic Planning Committees of the Board each receive an annual fee of $16,000,
and all other nonemployee Directors receive an annual fee of $12,000. Annual fees are payable quarterly in
In addition, each nonemployee Director receives a $1,000 fee for each Board meeting attended, and each
member of a Board Committee receives an additional $1,000 fee for each Committee meeting attended. A
payment will be made only for a meeting where minutes of that meeting are prepared. Nonemployee Directors
also receive reimbursement for their reasonable out-of-pocket costs of attending Board and Committee meetings.
Nonemployee Directors receive an initial grant of 40,000 stock options upon joining the Board (the "Initial
Grant"). An additional grant of 40,000 stock options is also made to any nonemployee Director who becomes
Chairman of the Board (the "Chairman Grant"). Each nonemployee Director receives an annual grant of 20,000
stock options (the "Annual Grant") on the annual option grant date for officers and employees of the Company,
except for the Chairman of the Board, who receives an annual grant of 30,000 stock options.
The options granted to nonemployee Directors are nonqualified stock options, and have an exercise price equal
to the mean between the high and low sales prices of the Company's Common Stock as quoted on The Nasdaq
Stock Market on the grant date. Each Initial Grant and Chairman Grant generally vests on a monthly basis over
the 24 months immediately following the grant date, and each Annual Grant generally vests on a mon