Exhibit 10.19
Description of Compensation Payable to Directors
In March, 2007, the Company amended its director compensation policy. The amended policy will
be effective April 2, 2007. The following summarizes the compensation and benefits to be received
by the Companys directors under the amended policy. It is intended to be a summary of the amended
policy and is not intended to provide any additional rights to any director.
Directors who are also employees of the Company are compensated as officers of the
Company and shall receive no additional compensation for serving as directors.
Each non-employee director shall receive an annual retainer of $30,000 for service
on the Board of Directors. In addition, each non-employee director shall receive
(i) $2,500 for attendance at each regularly scheduled meeting of the Board of
Directors or each committee meeting not otherwise held on the day of a board
meeting or other committee meeting, (ii) $1,000 for attendance at each committee
meeting held on the day of a board meeting or other committee meeting, and (iii)
$1,000 for attendance by telephone at any specially called board meeting or
committee meeting. The Chairs of the Audit Committee, Compensation Committee and
Nominating Committee shall receive additional annual retainers of $10,000, $7,500
and $5,000, respectively. In addition, each non-employee director shall be
granted an option to purchase 10,000 shares of the Companys common stock upon the
date of first election or appointment to the Board of Directors and shall be
granted automatically on an annual basis an option to purchase 6,000 shares of
such stock on the date of the Companys annual meeting of stockholders. The
options will have an exercise price equal to the fair market value of the
Companys common stock on the date of the grant and will vest in four equal annual
installments. Directors also will be reimbursed for all out-of-pocket expenses
incurred in attending board or committee meetings.