Ex-10.1



 






Exhibit 10.1




Amendments dated May 24, 2005 and May 31, 2005

to Amended and Restated 1997 Director Stock Option Plan



Option grants for the directors re-elected at the May 24, 2005 Annual Meeting of Stockholders shall
be granted on May 31, 2005.




Section 8, definition of “Option Price,” shall be amended and restated as follows:



“Option Price. The option price for each option granted under this Plan shall be the price
described below under the definition “Period of Exercise.”




Section 8, definition of “Period of Exercise,” shall be amended and restated as follows:



“Period of Exercise. Options granted under the Plan shall become exercisable in the following five
installments:





	•	 	50% shall become exercisable on December 31 of the year in which the grant is made, at an
exercise price equal to the closing price of the Common Stock as reported on the Nasdaq
National Market (“Nasdaq”) (or the principal over the counter market or exchange on which the
Company’s Common Stock is then traded, or the current fair market value of a share of Common
Stock of the Company as determined by the Board of Directors in good faith if the Company’s
Common Stock is not traded on Nasdaq or any exchange) on the last trading date prior to the
date of grant (the “First Tranche Price”);






	•	 	16.67% shall become exercisable on the first anniversary of the date of grant, at an exercise
price equal to the First Tranche Price;






	•	 	16.67% shall become exercisable on the second anniversary of the date of grant, at an
exercise price equal to the First Tranche Price multiplied by 1.05 (the “Second Tranche
Price”); and






	•	 	16.66% shall become exercisable on the third anniversary of the date of grant, at an exercise
price equal to the Second Tranche Price multiplied by 1.05 (the “Third Tranche Price”);




in each case, if and only if the option holder is a member of the Board at the opening of business
on that day. Directors holding exercisable options under the Plan who cease to serve as members of
the Board of the Company for any reason other than death may, for a period of seven months
following the date of cessation of service, exercise the rights they had under such options at the
time they ceased being a Director. Any rights that have not yet become exercisable shall terminate
upon cessation of membership on the Board. Upon the death of a Director, those entitled to do so
under the Director’s will or the laws of descent and distribution shall have the right, at any time
within twelve months after the date of death, to exercise in whole or in part any rights which were
available to the Director at the time of his death. The rights of the option holder may be
exercised by the holder’s guardian or legal representative in the case of disability and by the
beneficiary designated by the holder in writing delivered to the Company or, if none has been
designated, by the holder’s estate or his or her transferee on death in accordance with this Plan,
in the case of death. Options granted under the Plan shall terminate, and no rights thereunder may
be exercised, after the expiration of the applicable exercise period. Notwithstanding the foregoing
provisions, no rights under any options may be exercised after the expiration of ten years from
their Date of Grant.”