EXHIBIT 10.39

NON-EMPLOYEE DIRECTOR COMPENSATION SCHEDULE

Overview

A summary of 2008 non-employee director compensation is provided below:

 

Annual Board Retainer

   $   60,000  

Chairman’s Retainer

   $ 100,000  

Meeting Fees

    

 

No separate fees for board or

committee meetings

 

 

Committee Retainer

  

Audit

   $   12,000  

Compensation

   $   10,000  

Nominating and Corporate Governance

   $   10,000  

Committee Chair Retainer

  

Audit

   $     7,500  

Compensation

   $     7,500  

Nominating and Corporate Governance

   $     7,500  

Equity Awards

  

Stock Options

   $   60,000 (1)

Restricted Stock Units

   $   60,000 (2)

 

(1) Upon being elected or continuing as a director, each non-employee director will receive such number of restricted stock units as is determined by dividing $60,000 by the closing price of our common stock on the grant date.

 

(2) Upon being elected or continuing as a director, each non-employee director will receive a stock option having $60,000 in value. The number of shares for which the option may be exercised will be determined by dividing $60,000 by a binomial valuation of an option of one share of our common stock on the grant date.

Vesting

Stock options and restricted stock units will vest 100% on the earlier of (i) the first anniversary of the grant date or (ii) immediately prior to the first annual meeting of shareholders following the grant date.

Deferred Compensation Plan

We have a non-employee director deferred compensation plan. This plan allows directors to defer all or a part of their cash retainers until after their service on the board has ended. Funds in deferred accounts are invested in hypothetical shares of our common stock.

Restricted stock units are hypothetical shares of our common stock that are converted into actual shares upon settlement. Under the deferred compensation plan, directors may defer receipt of shares issuable pursuant to the restricted stock units until after their service on the board has ended.