Director Compensation

During 2008, compensation for non-employee directors consisted of an annual retainer fee of $10,000 plus a $7,500 fee for each Board meeting attended and a $1,000 fee for attending a committee meeting held on a day other than the same day of a Board meeting.  As compensation for service on the Board during 2008, employee directors received an annual fee of $5,000, plus a $2,500 fee for each Board meeting attended.  Compensation for non-employee directors is reviewed annually by the Compensation Committee.  No change in compensation for non-employee directors was made for the fiscal year 2008.  However, in May 2008, the Compensation Committee increased the annual retainer for non-employee director compensation from $10,000 to $25,000 effective January 1, 2009 in lieu of granting any additional stock options under the Director Stock Option Plan discussed below.

The named executive officers also acting as directors for 2008 are Messrs. Williams, Latham and Riggs.  Each of these named executive officers received compensation as described in the footnotes under “ — Summary Compensation Table” for their services as directors.

19

Director Compensation

During 2007, compensation for non-employee directors consisted of an annual retainer fee of $10,000 plus a $7,500 fee for each Board meeting attended and a $1,000 fee for attending a committee meeting held on a day other than the same day of a Board meeting.  As compensation for service on the Board during 2007, employee directors received an annual fee of $5,000, plus a $2,500 fee for each Board meeting attended.  Compensation for non-employee directors is reviewed annually by the Compensation Committee.  No increases in compensation for non-employee directors were approved in 2007 beyond what was paid to directors in 2006.

The named executive officers also acting as directors for 2007 are Messrs. Williams, Latham and Riggs.  Each of these named executive officers received compensation as described in the footnotes under “ — Summary Compensation Table” for their services as directors.