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Exhibit
10(a)
DESCRIPTION OF DIRECTORS'
ANNUAL CASH FEE POLICY
Each non-employee director of the
Company shall be entitled to receive (i) a cash retainer at the
rate of $10,000 per annum ($25,000 in the case of the non-executive
Chairman of the Board), which shall be payable in equal quarterly
installments, commencing with the organizational meeting of the
Board of Directors immediately following each Annual Meeting of
Stockholders of the Company, provided that such non-employee director may, in lieu of
such retainer, elect, at or prior to the applicable organizational
meeting of directors following such Annual Meeting of Stockholders,
to receive $11,750 ($29,400 in the case of the non-executive
Chairman of the Board) of the Company’s Common Stock (valued
at the fair market value of the Company’s Common Stock on the
date of the applicable Annual Meeting of Stockholders, such fair
market value to be determined in the same manner as determined
under the Company’s 2003 Non-Employee Director Stock Option
Plan), which shares shall be subject to forfeiture in the event
such non-employee director resigns or is removed for cause before
the earliest of (a) one year from the date of the organizational
meeting of directors at or prior to which the election to receive
such shares in lieu of a cash annual retainer is made, (b) the next
annual meeting of stockholders of the Company at which directors
are elected, (c) a “Change in Control” (as defined
below) of the Company or (d) such director’s death or
disability, the d
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