Non-Employee
      Board Compensation

     

    Annual
      cash retainer for service as a member of the Board:
      $20,000

     

    Meeting
      fees:
      $1,000
      for each meeting in person, $500 for each telephonic meeting

     

    Equity
      awards: 1 

     

    If
      the
      2007 Equity Incentive Plan is approved at the 2007 Annual Meeting, the following
      equity awards will be made: 

     

    RSU
      Grant
Awarded
      upon Commencement of Service:
      16,000
      units, vesting ratably each year over 3 years from date of grant, subject to
      continued service as a Board member through each vesting date.

     

    Annual
      RSU Grant Awarded on the First Day of the Month Following the Date of Annual
      Meeting: 8,000 units, vesting 1 year from date of grant, subject to continued
      service as a Board member though such date.

     

    If
      the
      2007 Equity Incentive Plan is not approved at the 2007 Annual Meeting, then
      the
      following equity awards will be made:

     

    Option
      Grant Awarded upon Commencement of Service: 25,000 shares with an exercise
      price
      equal to the fair market value of the Company’s common stock on the date of
      grant, vesting ratably each month over 36 months2  
      from
      date of grant, subject to continued service as a Board member through each
      applicable vesting date.

     

    Annual
      Option Grant Awarded on the First Day of the Month Following the Date of Annual
      Meeting: 8,000 shares with an exercise price equal to the fair market value
      of
      the Company’s common stock on the date of grant, vesting ratably each month over
      12 months3 from
      the
      date of grant, subject to continued service as a Board member through each
      applicable vesting date.

     

    Additional
      equity awards for Committee or Committee chair service: None

     

    Annual
      cash retainer for Board chair service:
      $15,000

     

    Annual
      cash retainer for Committee chair service:

    Audit:
      $20,000

    Compensation:
      $10,000

    Governance:
      $5,000

    Nominating:
      $5,000

     

    Annual
      cash retainer for Committee service:

    Audit:
      $8,000

    Compensation:
      $5,000

    Governance:
      $3,000

    Nominating:
      $3,000

     

    Committee
      meeting fees:
      $1,000
      for each meeting in person, $500 for each telephonic meeting


    
      
         

          
            

          

        

        1
          All such equity awards shall be in lieu of (and not in addition to) the
          automatic option grants provided for in Section 5 of the Company’s 1997
          Non-Employee Stock Option Plan. 

      

      
         

        2
          15,000 shares of which may be granted under the Company’s 1997 Non-Employee
          Stock Option Plan and the remainder of which shall be granted under the
          Company’s other available stock plans. 

      

      
         

        3
          5,000 shares (plus up to an additional 2,500 shares for each committee
          on which
          such directors serves) of which may be granted under the Company’s 1997
          Non-Employee Stock Option Plan and the remainder of which shall be granted
          under
          the Company’s other available stock plans. These option grants shall be in lieu
          of (and not in addition to) the automatic option grants provided for in
          Section
          5 of the Company’s 1997 Non-Employee Stock Option Plan.