Compensation Discussion and Analysis

Compensation Discussion and Analysis

The Compensation Committee of the Board of Directors determines the compensation for our executive officers. The committee considers, adopts, reviews, and revises executive officer compensation plans, programs, and guidelines, and reviews and determines all components of each executive officer's compensation. As discussed above under "Corporate Governance; Compensation Committee," Professor Brian Hall of the Harvard Business School serves as the committee's outside adviser. The committee also consults with management regarding non-executive employee compensation plans and programs, including administering our equity incentive plans.

This section of the proxy statement explains how our executive compensation programs are designed and operate with respect to our listed officers (the CEO, CFO, and three other most highly compensated executive officers in a particular year). The "Executive Compensation" section presents compensation earned by the listed officers in 2008, 2007, and 2006.

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