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(4) Calculated by multiplying the number of shares subject to accelerated options by $19.51 (the closing price of
the Company’s common stock on December 31, 2008) less the exercise price of the stock option grant. For
purposes of the amounts reflected in the table, we have assumed that the plan administrator elected to accelerate
the vesting of options and/or that the surviving company refused to assume or substitute the awards.
(5) Amount reflects the payment of COBRA premiums for 12 months following termination.
2008 Director Compensation Table
The following table shows compensation earned by or paid to our non-employee directors who served as
directors during 2008.
Name(1)
Fees Earned or
Paid in Cash
Stock
Awards(2)
Option
Awards(3)
All Other
Compensation Total
Arik A. Ahitov(4) . ..................... $40,500 $ 42,453 $19,850 $102,803
Deborah L. Bevier(5) ................... 88,250(6) 75,330 34,708 198,288
David M. Eskenazy .................... 76,500 75,330 34,708 186,538
Keith D. Grinstein ..................... 92,750(6) 46,031 21,186 $19,750(7) 179,717
R. Michael Rouleau(8) .................. 32,000(6) 107,874 49,925 189,799
Robert D. Sznewajs .................... 78,500 75,330 34,708 188,538
Ronald B. Woodard .................... 70,000 75,330 34,708 180,038
(1) David W. Cole, as Chief Executive Officer, did not receive additional compensation for his services on the
Company’s Board of Directors. Mr. Cole’s compensation is described in the 2008 Summary Compensation
Table.
(2) As of December 31, 2008, non-employee members of the Board of Directors had the following aggregate
number of restricted stock awards outstanding: Mr. Ahitov, 2,033; Ms. Bevier, 2,033; Mr. Eskenazy, 2,033;
Mr. Sznewajs, 2,033; and Mr. Woodard, 2,033. The dollar amounts in this column reflect the amount recognized
for financial statement reporting purposes in accordance with FAS 123R (excluding the accounting effect of any
estimate of future forfeitures, and reflecting the effect of any actual forfeitures) for the fiscal year ended
December 31, 2008. Accordingly, the amounts include amounts from awards granted in or prior to 2008.
Assumptions used in the calculation of these amounts are described in notes 2 and 10 to the Company’s audited
financial statements included in the Form 10-K. On June 3, 2008, each non-employee director received an
annual award of restricted stock with a grant date fair value of $75,000, based on the closing price of our
common stock on the date of grant ($36.89), resulting in 2,033 shares of restricted stock. As Chair of the Board
of Directors, Mr. Grinstein received an additional award of restricted stock with a grant date fair value of
$30,000, based on the closing price of our common stock on the date of grant ($36.89), resulting in 813 shares of
restricted stock. Each restricted stock award vests one year from the date of grant and, if unvested, is forfeited
upon a director’s termination of service. The FAS 123R value of the restricted stock awards forfeited by
Mr. Grinstein in 2008 was $30,395.
(3) As of December 31, 2008, non-employee members of the Board of Directors had the following aggregate
number of stock options outstanding: Mr. Ahitov, 3,128; Ms. Bevier, 55,562; Mr. Eskenazy, 65,562;
Mr. Sznewajs, 39,562; and Mr. Woodard, 44,562. In addition, although they were no longer serving as
directors as of December 31, 2008, Mr. Grinstein had 84,808 options and Mr. Rouleau had 17,062 options
outstanding as of such date. The dollar amounts in this column reflect the amount recognized for financial
statement reporting purposes in accordance with FAS 123R (excluding the accounting effect of any estimate of
future forfeitures, and reflecting the effect of any actual forfeitures) for the fiscal year ended December 31,
2008. Accordingly, the amounts include amounts from options granted in or prior to 2008. Assumptions used in
the calculation of these amounts are described in notes 2 and 10 to the Company’s audited financial statements
included in the Form 10-K. On June 3, 2008, each non-employee director received an annual stock option grant
with a grant date fair value of $35,000, resulting in an option to purchase 3,128 shares of common stock. As
Chair of the Board of Directors, Mr. Grinstein received an additional stock option grant with a grant date fair
value of $15,000, resulting in an option to purchase 1,340 shares of common stock. These grants vest in equal
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