EXHIBIT 10.36


 


COMPENSATION FOR NON-EMPLOYEE
DIRECTORS


 


On February 2, 2009, the
Board of Directors approved changes to the compensation to non-employee Board
members for services rendered as a director. 
The compensation structure for fiscal 2009 and 2008 are as follows:


 


	
   

  	
   

  	
  Fiscal 2009

  	
   

  	
  Fiscal 2008

  	
   

  
	
  Annual fee

  	
   

  	
  $

  	
  35,000

  	
   

  	
  $

  	
  35,000

  	
   

  
	
  Attendance at each in-person or
  telephonic meeting of the Board of Directors (1)

  	
   

  	
  $

  	
  1,500

  	
   

  	
  $

  	
  1,500

  	
   

  
	
  Lead Director annual fee

  	
   

  	
  $

  	
  15,000

  	
   

  	
  $

  	
  7,500

  	
   

  
	
  Audit Committee chairperson
  annual fee

  	
   

  	
  $

  	
  10,000

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  Compensation Committee
  chairperson annual fee

  	
   

  	
  $

  	
  7,500

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  Governance Committee
  chairperson annual fee

  	
   

  	
  $

  	
  7,500

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  Special Litigation Committee
  chairperson annual fee (2)

  	
   

  	
  —

  	
   

  	
  $

  	
  7,500

  	
   

  
	
  Special Committee chairperson
  fee (3) (4)

  	
   

  	
  —

  	
   

  	
  $

  	
  60,000

  	
   

  
	
  Special Committee member fee
  (3)

  	
   

  	
  —

  	
   

  	
  $

  	
  40,000

  	
   

  
	
  Attendance at in-person or
  telephonic committee meetings taking place on a date other than the day of a
  regularly scheduled Board meeting, limit one per day, with the exception of
  regularly scheduled telephonic meetings of the Compensation Committee (5)

  	
   

  	
  $

  	
  1,500

  	
   

  	
  $

  	
  1,500

  	
   

  
	
  Attendance at regularly
  scheduled telephonic meetings of the Compensation Committee (6)

  	
   

  	
  $

  	
  1,000

  	
   

  	
  $

  	
  500

  	
   

  
	
  Attendance at in-person or telephonic
  meetings of the Special Committee (3)

  	
   

  	
  —

  	
   

  	
  $

  	
  1,500

  	
   

  
	
  Cash consideration upon first
  joining the Board of Directors (7)

  	
   

  	
  —

  	
   

  	
  $

  	
  100,000

  	
   

  



 






	
  (1)

  	
  The Board of Directors
  approved compensation for attendance at telephonic meetings of the Board,
  effective July 23, 2008. Prior to this date, Independent Directors were
  not compensated for telephonic meetings of the Board of Directors attended.

  
	
  (2)

  	
  The Board of Directors
  established a Special Litigation Committee to facilitate timely and orderly
  consideration of the matters raised by shareholder derivative actions filed
  against us and related parties concerning claims arising out of certain
  misdated options. The Special Litigation Committee was dissolved in
  July 2008 and payment to the chairperson for fiscal 2008 was prorated
  for length of service.

  
	
  (3)

  	
  The
  Board of Directors established a Special Committee to, among other
  matters, evaluate certain corporate governance issues and the
  advisability of pursuing strategic alternatives intended to increase stockholder
  value, including but not limited to, a recapitalization, and to make
  recommendations to the full Board of Directors. The Committee’s fees were
  authorized and paid through March 31, 2008. The Special Committee was
  dissolved in July 2008.

  
	
  (4)

  	
  Paid ratably per month at
  the beginning of each month, through March 31, 2008. The Special
  Committee was dissolved in July 2008.

  
	
  (5)

  	
  The Board of Directors
  increased this fee effective July 23, 2008. Prior to this date, the fee
  was $1,250 and Independent Directors were not compensated for attendance at
  telephonic committee meetings.

  
	
  (6)

  	
  The Board of Directors
  approved this fee for attendance at regularly scheduled telephonic meetings
  of the Compensation Committee effective July 23, 2008.

  
	
  (7)

  	
  With
  respect to new directors appointed in fiscal 2008, the Board authorized a
  one-time cash payment of $100,000 to each individual to retain his services
  as a new director in lieu of a stock option grant due to the expiration of
  the 1997 non-employee director stock option plan. As of May 2007, there
  is no shareholder approved equity plan covering Independent Directors.  To date the Board of Directors has not
  determined the amount payable to any new director, who may join the Board
  during fiscal 2009.

  



 


Payments
with respect to the annual fee, Lead Director fee and committee chairperson
fees were paid quarterly as earned, following the end of each quarter, unless
otherwise noted.  Payments with respect
to Board of Directors or committee meeting attendance fees were paid monthly,
following the end of each month, as earned. 
No fees were paid to Independent Directors with respect to attendance at
executive sessions of the Board of Directors.