Summary of Director Compensation


Exhibit 10.35


Compensation of non-employee directors consists of the following:

  •   an annual retainer of $24,000, payable $6,000 per quarter;
  •   a fee of $3,500 for each Board meeting attended in person;
  •   a fee of $1,000 for any teleconference Board meeting;
  •   a fee of $1,000 for each committee meeting attended in person, $1,000 for eachteleconference meeting of the Audit Committee, and $250 for each teleconference meeting ofa committee other than the Audit Committee;
  •   an annual retainer of $5,000 for the Chairpersons of the Audit and CompensationCommittees; and
  •   an annual fee of $110,000 for the Chairman of the Board, who is not an executive officerof the registrant, in lieu of the annual retainer and any meeting fees.
     In addition, under the 2004 Director Stock Option Plan, on the third trading date followingthe date of the 2005 annual meeting, each non-employee director (currently seven persons) willreceive a non-qualified option to purchase 8,000 shares of common stock at a purchase price equalto the fair market value of the common stock on the date of grant. Under the 2004 Director StockOption Plan, a non-employee director is only eligible for one grant under the Plan.