to attend each Board of Directors or committee meeting.
common stock in lieu of any or all of the annual retainer fee(s) otherwise payable to him or her in cash for that
calendar year. We determine the number of shares of common stock payable to a non-employee director under
the Non-Employee Directors Stock-for-Fees Plan by dividing the amount of the cash fee the director would have
otherwise received by the closing market price of a share of our common stock on the date the cash fee would
have been paid.
annual retainer or meeting fees otherwise payable to the director, and we refer to these deferred shares as
deferred stock units. See "Deferred Compensation Plan for Non-Employee Directors" below for a further
discussion of the material terms of our Deferred Compensation Plan as it applies to compensation deferred by our
non-employee directors.
non-employee director upon initial election or appointment to the Board of Directors an option to purchase a
number of shares of our common stock that produces an approximate value for the option grant (using a Black-
Scholes valuation) equal to $300,000 on the grant date. We also grant each member of the Board upon or as soon
as practical after first becoming a non-employee director by virtue of retiring or otherwise ceasing to be
employed by us an option to purchase a number of shares of common stock that produces an approximate value
for the option grant (using a Black-Scholes valuation) equal to: (i) $125,000, divided by (ii) 365, multiplied by
(iii) the number of days from the date such individual first becomes a non-employee director until the anticipated
date of our next annual meeting of stockholders. In addition, after a non-employee director joins the Board of
Directors, immediately following each annual meeting of stockholders if he or she has been re-elected as a
director at that annual meeting, the non-employee director will receive an option to purchase a number of shares
of our common stock that produces an approximate value for the option grant (using a Black-Scholes valuation)
equal to $125,000 on the grant date. We use a Black-Scholes valuation to calculate the number of options to be
granted under our Non-Employee Director Option Grant Program, rather than the binomial valuation
methodology we use for financial statement reporting purposes, because the Black-Scholes methodology is more
commonly used in the market data the Compensation Committee reviews in connection with its review of our
director compensation program. As a result, there is generally a slight difference between the amount reported in
the Director Compensation Table for a particular option grant and the option value intended to be granted under
the Non-Employee Director Option Grant Program.
erally vest over a period of four years, with 25% vesting on the first anniversary of the grant date and 6.25%
vesting at the end of each three-month period thereafter. In addition, all stock options granted under the
Non-Employee Director Option Grant Program since November 6, 2007 have a seven-year term. Except as
described in the next sentence, vested stock options will remain exercisable until the earlier of one year following
the date the director ceases to be a director or the expiration date of the stock option. In the event the director
retires after four years of service, all stock options granted to the director will immediately vest and will be
exercisable by the director until the earlier of (i) three years after the director's retirement or (ii) the expiration of
the original term of the option, provided that, for stock options granted after August 2009, at the date of retire-