**Exhibit 10.20**

 

**Summary of Key Terms of Non-Employee DirectorCompensation Arrangements**

 

Directors who are also employees of the Companyreceive no additional compensation for their services as directors. Directorswho are not employees of the Company receive cash compensation and equitycompensation as described below. All Directors are also reimbursed forreasonable and necessary travel, communications, and other out-of-pocketbusiness expenses incurred in connection with their attendance at meetings, whileon corporate business or for continuing education related to their boardservice.

 
| Annual Cash Retainer                              |   | $25,000                                 |   |
|---------------------------------------------------|--------|-----------------------------------------|--------|
|                                              |   |                                    |   |
| Additional Annual Cash  Retainers for:            |   |                                    |   |
|                                              |   |                                    |   |
| Lead Director                                     |   | $30,000                                 |   |
|                                              |   |                                    |   |
| Audit Committee Chair                             |   | $20,000                                 |   |
|                                              |   |                                    |   |
| Audit Committee Member                            |   | $10,000                                 |   |
|                                              |   |                                    |   |
| Other Standing Committee Chair                    |   | $7,500                                  |   |
|                                              |   |                                    |   |
| Other Standing Committee  Member                  |   | $3,750                                  |   |
|                                              |   |                                    |   |
| Special Litigation Committee  Member              |   | $7,500                                  |   |
|                                              |   |                                    |   |
| Additional fee for excess  meetings *             |   | $1,000  in-person / $500 teleconference |   |
|                                              |   |                                    |   |
| Initial Option Grant                              |   | 20,000  shares                          |   |
|                                              |   |                                    |   |
| Annual Option Grant                               |   | 12,000  shares                          |   |
|                                              |   |                                    |   |
| Annual Standing Committee  Member Option Grant ** |   | 3,000  shares                           |   |

 

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* In excess of eight meetings per year.

 

** In 2005 the Board elected not to grant theseawards.

 

All options are granted with an exercise priceequal to the fair market value of our stock on the grant date. Initial optiongrants vest and become exercisable in 36 equal installments on each monthlyanniversary of the grant date, such that the stock option will be fullyexercisable three years after the grant date. Annual option grants, includingannual option grants to standing committee members, are made immediatelyfollowing each annual shareholder meeting and vest and become exercisable intwelve equal installments on each monthly anniversary of the grant date, suchthat the stock option will be fully exercisable one year after the grant date.The Board has discretion to elect not to make the automatic annual optiongrants.

 

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