EXHIBIT 10.9
STOCK OPTION REPLACEMENT PROGRAM
In keeping with the company's philosophy of encouraging stock ownership by
officers and employees, the company offers several programs which allow officers
and key employees to elect to receive stock options in lieu of some or all of
the compensation earned as base salary, sales commissions or under certain
incentive plans. By foregoing such compensation for stock options, the variable
"at risk" component of each officer's or employee's compensation package is
increased, motivating them to perform to enhance shareholder value over the long
term. Under the program, the amount of the stock option grants are determined by
the Compensation Committee of the Board of Directors and to date have primarily
been on the basis of $4 in fair market value of stock options for each $1 of
compensation foregone.
