| Upon      initial election to the Board of Directors (one-timegrant)                   | A      stock option award to purchase 25,000 shares of common stock.      (1)                                                                                                                               |
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|                                                                                   | An      award of 20,000 shares of common stock, pro-rated for the number of      calendar quarters remaining in the year. (2)                                                                               |
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| Annually                                                                               | An      award of 20,000 shares of restricted stock or 20,000 restricted stock      units, as elected by each director in his or her discretion, in January of      each year for service that year. (2) (3) |
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|                                                                                   | A      cash retainer of $25,000, paid quarterly in arrears for ongoing service to      the Board and pro-rated for any partial year ofservice.                                                              |
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| Upon      the 10th      and 15th      anniversary of service on the Board of Directors | A      stock option award to purchase 20,000 shares and 25,000 shares of common      stock, respectively. (1)                                                                                               |
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