Board Compensation

It is the policy of the Board to provide the independent directors with a mix of compensation, including an annual cash retainer, meeting attendance fees, and annual stock option and restricted stock grants based on continued service on the Board and Company performance.  The Chairman and the Corporate Secretary shall annually formulate and present to the Nominating and Corporate Governance Committee for its consideration a recommendation on director compensation based upon industry surveys and other relevant information.  The Nominating and Corporate Governance Committee will then make its recommendation regarding director compensation to the Board.

Stock Ownership Guidelines

The Board encourages directors to be investors in the Company, as stock ownership in the Company aligns the interests of the directors with those of the Company’s stockholders. Accordingly, the Board has adopted these stock ownership guidelines for non-employee directors. Each of the non-employee directors shall own a number of shares of the Company’s common stock equal in value to five times the amount of the annual retainer paid by the Company to such director. If a non-employee director does not meet the applicable guideline at any time after an initial five-year period, the non-employee director is required to hold 100% of the shares resulting from any future vesting of restricted stock or restricted stock units until the guideline is met; provided, however, a director may sell shares to cover any tax obligation related to the vesting of such shares.