COMPENSATION ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS
Named executive officers are compensated under arrangements providing for employment at will and are also
parties to Management Continuity and Severance Agreements previously filed.
The stock options granted to the named executive officers by the Compensation Committee were granted on
January 20, 2005. The stock options have an exercise price per share of $7.49, which was the fair market value
at the time of the grant. Each executive officer’s stock options listed above will vest on an equal monthly basis
over a four-year period.
Paid in 2005
260,000 Not applicable(2)
Gary Van Nest
(1) Excludes $58,333 paid as a guaranteed bonus in 2004.
(2) Deborah Smeltzer joined the Company on January 4, 2005 as Vice President, Operations and Chief
Financial Officer and was not eligible for a bonus related to 2004 activities but received a signing bonus of
(3) Deborah Smeltzer did not receive an annual option grant for 2005; rather she received two option grants at
her hiring date of January 4, 2005 totaling 225,000 shares with an exercise price of $7.32, which was the
fair market value at the time of the grant. The first option for 200,000 shares vests as to one-quarter of all
underlying shares at the one-year anniversary of her grant and 1/48th of all underlying shares on a monthly
basis thereafter. The second option for 25,000 shares vests upon the achievement of a specified milestone.