Non-Employee Directors Plan [2003] (2003)Full Document 

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                        2003 NON-EMPLOYEE DIRECTORS PLAN

                            ADOPTED JANUARY 15, 2003
                 APPROVED BY STOCKHOLDERS _______________, 2003
                      EFFECTIVE DATE: _______________, 2003
                             TERMINATION DATE: NONE

1.       PURPOSES.

               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
Stock Options.

         (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
Affiliates.

2.       DEFINITIONS.

         (a)      "ACCOUNTANT" means the independent public accountants of the
                  Company.

         (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

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