Exhibit 10.1


 


Director Compensation Schedule


 


Retainers
and Fees


 


	
  Annual Retainer
  for each Director

  	
   

  	
  $

  	
  30,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Annual Committee Member Retainers

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Audit Committee

  	
   

  	
  $

  	
  7,000

  	
   

  
	
  Compensation Committee

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  Nominating/Corporate Governance Committee

  	
   

  	
  $

  	
  4,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Annual Committee Chair Retainers

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Audit Committee

  	
   

  	
  $

  	
  20,000

  	
   

  
	
  Compensation Committee

  	
   

  	
  $

  	
  12,000

  	
   

  
	
  Nominating & Corporate Governance Committee

  	
   

  	
  $

  	
  8,000

  	
   

  



 


•                  Fees based on attendance at Board
meetings and Committee meetings will no longer be paid.


•                  Board retainers and Committee
retainers will be paid pro rata quarterly over the course of each year.


 


Amendments
to 2003 Equity Incentive Plan (the “Plan”)


 


Any
automatic option grant to newly elected or appointed non-employee directors
under the Plan made during the period from May 19, 2005 to December 31,
2005 shall consist of an option to purchase 30,000 shares of the Company’s
common stock, vesting monthly over a three year period starting on the date of
the grant.


 


Any
annual automatic option grant to non-employee directors under the Plan made
during the period from May 19, 2005 to December 31, 2005 shall
consist of an option to purchase 10,000 shares of the Company’s common stock,
vesting monthly over a one year period starting on the date of the grant,
provided that such individual has served as a non-employee director for at
least 6 months.


 


Any
automatic option grant to newly elected or appointed non-employee directors
under the Plan made at any time on or after January 1, 2006 shall consist
of an option to purchase 15,000 shares of the Company’s common stock, vesting
monthly over a three year period starting on the date of the grant.


 


Any
annual automatic option grant to non-employee directors under the Plan made at
any time on or after January 1, 2006 shall consist of an option to
purchase 5,000 shares of the Company’s common stock, vesting monthly over a one
year period starting on the date of the grant, provided that such individual
has served as a non-employee director for at least 6 months.


 


Each
non-employee director first elected or appointed to the Board at any time on or
after January 1, 2006 shall automatically be granted on the date of such
initial election or appointment, 7,500 shares of restricted stock under the
Plan, which shall vest over a period of three years in equal installments at
the end of each full month from the date of the grant for so long as the
non-employee director continuously remains a director of, or a consultant to,
the Company.


 


On the
date of each annual stockholders’ meeting held on or after January 1,
2006, each individual who is to continue to serve as a non-employee director
shall automatically be granted 2,500 shares of restricted stock under the Plan,
provided that such individual has served as a non-employee director for at
least 6 months.  Such restricted stock
shall vest over a period of one year in equal installments at the end of each
full month from the date of grant for so long as the non-employee director
continuously remains a director of, or a consultant to, the Company.


 


None
of the above-referenced compensation shall be paid to any member of the Board
(or committees thereof) who is an employee of the Company.