1.

Initial Equity Grant.  As an inducement to accept service as a director, upon initial appointment to the Board, a director shall receive a stock option to purchase 130,000 shares of the Company’s common stock, which option shall vest in three equal annual installments commencing on the first anniversary of the date of grant.

2.

Annual Equity Grant.  Following a director’s initial appointment, on an annual basis, (i) each non-employee director shall receive a stock option to purchase 80,000 shares of the Company’s common stock, and (ii) the Chair of the Board and the Chair of each of the Board’s Audit and Compensation Committees (to the extent such persons are non-employee directors) shall receive an additional stock option to purchase 20,000 shares of common stock.  All such stock options shall be awarded as of each director’s re-election at the Company’s annual meeting of stockholders and shall vest in their entirety on the first anniversary of the date of grant.

3.

Other Terms of Equity Grants.  The stock options described in Paragraphs 1 and 2, above, shall be issued pursuant to the Company’s Amended & Restated 2005 Stock Option Plan (the “2005 Plan”) and each shall have a term of 10 years.  The per share exercise price applicable to such stock options shall be equal to the fair market value of the Company’s common stock on the grant date, as determined in accordance with the Company’s then current stock option pricing policies.  Without limiting the effect of any other provision of the 2005 Plan, all such stock options shall vest in full and be immediately exercisable upon a “Change of Control” (as defined in the 2005 Plan) or the death of the director.

4.	Expenses.  Directors shall also be reimbursed for their reasonable out of pocket expenses incurred in connection with attending meetings of the Board or any committee thereof or otherwise in furtherance of their duties as directors.