text: In May 1997, the Company registered 400,000 shares of its common  instead of the common stock of the Company. The Company has reserved 
  
  stock under its 1997 Equity Plan for Non-Employee Directors. This  preferred shares necessary for issuance should the rights be exercised. 
  
  plan permits the Company to issue to its non-employee directors  The Company has entered into change in control employ- 
  
  options to purchase shares of Company common stock, restricted  ment agreements with corporate officers and certain other key 
  
  stock of the Company, and awards of Company stock. The plan also  employees. According to the agreements, a change in control occurs 
  
  permits non-employee directors to elect to receive all or a portion of  when a third person or entity becomes the beneficial owner of 20% or 
  
  their annual retainers and other compensation in the form of shares of  more of the Company’s common stock or when more than one-third of 
  
  Company common stock. During 2003, 2002, and 2001, 10,922;  the Company’s Board of Directors is composed of persons not recom- 
  
  11,958; and 8,662 shares of Company common stock were issued  mended by at least three-fourths of the incumbent Board of Directors. 