Item 8.01 Other Events.

On June 4, 2009, our Board of Directors approved a reduction to the per meeting fees paid to our non-employee directors for attendance at Board meetings from $1,500 to $1,000. All other cash compensation provided to our non-employee directors remains unchanged. In addition, our Board of Directors approved an amendment to our 2000 Non-Employee Directors' Stock Option Plan to reduce the number of shares of our common stock subject to the options automatically granted to our non-employee directors on the date of each of our annual meeting of stockholders from 20,000 to 10,000, beginning with our 2009 Annual Meeting of Stockholders. All other terms of the automatic annual stock option grants to our non-employee directors remain unchanged. Finally, our Board of Directors approved the automatic grant of 5,000 shares of our common stock to each of our non-employee directors on the date of each of our annual meeting of stockholders, beginning with our 2009 Annual Meeting of Stockholders. The automatic annual stock grants shall be made pursuant to our 2000 Amended and Restated Equity Incentive Plan, or any successor plan thereto (including, without limitation, our 2009 Equity Incentive Plan if it is approved by our stockholders at our 2009 Annual Meeting of Stockholders), and will be fully vested on the date of grant.

Also on June 4, 2009, our Board of Directors adopted stock ownership guidelines that require our non-employee directors to accumulate a substantive interest in our common stock during a three-year period beginning from the later of June 4, 2009 or the individual's appointment as a non-employee director, and to maintain that interest thereafter. The stock ownership guidelines are determined as a multiple of the annual retainer paid to our non-employee directors, referred to as the Base Amount, which is currently $24,000. Our non-employee directors are required to hold common stock with a value equal to three times the Base Amount. The total value of the common stock held by any non-employee director is determined by multiplying the number of shares held by the closing price of our common stock on the date the individual acquired such shares, and aggregating such amounts across multiple acquisition dates. If the Base Amount increases within one year prior to the end of the initial three-year period or thereafter, the affected non-employee director has one year from the date of such change to achieve the increased stock ownership guidelines. Shares that count toward satisfaction of the stock ownership guidelines include:

• shares owned outright by the non-employee director or his or her immediate family members residing in the same household, whether held individually or jointly;

• shares held in trust for the benefit of the non-employee director or his or her immediate family members;

• restricted stock granted under our equity incentive plans;

• shares acquired upon stock option exercise; and

• shares purchased in the open market.

In the event the stock ownership guidelines place a severe hardship on a non-employee director, our Board of Directors will make the final decision as to developing an alternative stock ownership guideline for such non-employee director that reflects the intention of the stock ownership guidelines and his or her personal circumstances.

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