Unassociated Document


    EXHIBIT
      10.71

     

    The
      following table provides information on the Company’s compensation and
      reimbursement practices for non-employee directors. 

     

    
      	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Annual
                Retainer, Chairman 

            	
               

            	
              $

            	
              45,000

            	
               

            	
               

            	 
	
               

              Annual
                Retainer, Vice Chairman

            	
               

            	
              $

            	
              30,000

            	
               

            	 	 
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Annual
                Director Retainer

            	
               

            	
              $

            	
              20,000

            	
               

            	
               

            	 
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Annual
                Committee Retainer (except Audit Committee)

            	
               

            	
              $

            	
              1,000

            	
               

            	
               

            	 
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Annual
                Committee Retainer (Audit Committee)

            	
               

            	
              $

            	
              2,000

            	
               

            	
               

            	 
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Additional
                Annual Retainer: Committee Chair (except Audit and Compensation
                Committees)

            	
               

            	
              $

            	
              1,000

            	
               

            	
               

            	
               

            	
               

            	
               

            
	 	 	 	 	 	 	 
	
              Additional
                Annual Retainer: Audit Committee Chair 

            	 	
              $

            	
              15,000

            	 	 	 
	 	 	 	 	 	 	 
	
              Additional
                Annual Retainer: Compensation Committee Chair 

            	 	
              $

            	
              6,000

            	 	 	 
	 	 	 	 	 	 	 
	
              Meeting
                Attendance Fees (per day)

            	
               

            	
              $

            	
              1,500

            	
               

            	
               

            	
              (in
                person)

            
	
               

            	
               

            	
              $

            	
              500

            	
               

            	
               

            	
              (by
                telephone)

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Value
                of Restricted Stock Granted upon Election at Annual
                Meeting

            	
               

            	
              $ 

            	
              25,000

            	
               

            	
               

            	
              (1)

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Reimbursement
                for Expenses Attendant to Board Membership

            	
               

            	
              Yes

            	
               

            	
               

            	
               

            	
               

            
	 	 	 	 	 	 	 


    

    


    
      	
              (1)

            	
               

            	
              Consists
                of a grant of the number of shares of Restricted Stock under the
                Company’s
                1996 Long-Term Performance Plan determined by dividing $25,000 by
                the Fair
                Market Value of the Company’s Common Stock on the NASDAQ Global Market on
                the date of grant..