2003 NON-EMPLOYEE DIRECTORS PLAN
ADOPTED JANUARY 15, 2003
APPROVED BY STOCKHOLDERS _______________, 2003
EFFECTIVE DATE: _______________, 2003
TERMINATION DATE: NONE
ELIGIBLE OPTION RECIPIENTS. The persons eligible to receive
Options are the Non-Employee Directors of the Company.
AVAILABLE OPTIONS. The purpose of the Plan is to provide a
means by which Non-Employee Directors may be given an opportunity to benefit
from increases in value of the Common Stock through the granting of Nonstatutory
(c) GENERAL PURPOSE. The Company, by means of the Plan, seeks to
retain the services of its Non-Employee Directors, to secure and retain the
services of new Non-Employee Directors and to provide incentives for such
persons to exert maximum efforts for the success of the Company and its
(a) "ACCOUNTANT" means the independent public accountants of the
(b) "AFFILIATE" means any parent corporation or subsidiary
corporation of the Company, whether now or hereafter existing,
as those terms are defined in Sections 424(e) and (f),
respectively, of the Code.
(c) "ANNUAL GRANT" means an Option granted annually to a
Non-Employee Director who meets the specified criteria pursuant to subsection
6(b) of the Plan.
(d) "ANNUAL MEETING" means the annual meeting of the stockholders
of the Company.
(e) "BOARD" means the Board of Directors of the Company.
(f) "CHANGE IN CONTROL" means the occurrence, in a single
transaction or in a series of related transactions, of any one
or more of the following events after the IPO Date:
(i) any Exchange Act Person becomes the Owner, directly