Ex-10.8



 





EXHIBIT 10.8




SUMMARY
OF NAMED EXECUTIVE OFFICER AND NON-EMPLOYEE DIRECTOR COMPENSATION




Named
Executive Officer Compensation



On January
29, 2007, after consideration of presentations and recommendations of management and
independent compensation consultants, and such other matters and information as deemed appropriate,
the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved the
following bonuses for 2006 and set the following salaries for 2007 for the named executive officers
set forth in the table below:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of	 	Amount of
	Executive Officer	 	Title	 	2006 Bonus	 	2007 Salary
	David H. Lissy
	 	CEO	 	$	400,000	 	 	$	310,000	 
	Mary Ann Tocio
	 	President and COO	 	$	400,000	 	 	$	310,000	 
	Elizabeth J. Boland
	 	CFO and Treasurer	 	$	120,000	 	 	$	230,000	 
	Stephen I. Dreier
	 	CAO and Secretary	 	$	70,000	 	 	$	206,400	 





Cash Incentive Plan. The Committee adopted a cash incentive plan for named
 executive officers for
2007 (the “Bonus Plan”). Pursuant to the Bonus Plan, each named executive officer is eligible for
an annual target cash bonus award equal to the percentage of annual salary set forth in the table
below (the “Base Bonus”). In addition to the Base Bonus, the Chief Executive Officer and President
and Chief Operating Officer are eligible to receive up to 150% of the Base Bonus for significant
overachievement of performance expectations (the “Incremental Bonus”), providing the Chief
Executive Officer and President and Chief Operating Officer with a maximum bonus potential of up to
120% of their annual salary.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Base Bonus	 	Incremental Bonus	 	Qualitative Bonus
	Executive Officer	 	(% of 2007 Salary)	 	(% of 2007 Salary)	 	(% of total bonus)
	David H. Lissy
	 	 	80	%	 	 	40	%	 	 	+/- 20	%
	Mary Ann Tocio
	 	 	80	%	 	 	40	%	 	 	+/- 20	%
	Elizabeth J. Boland
	 	 	60	%	 	 	N/A	 	 	 	N/A	 
	Stephen I. Dreier
	 	 	35	%	 	 	N/A	 	 	 	N/A	 







NON-EMPLOYEE
DIRECTOR COMPENSATION


            Annual Retainer and Equity Awards.  Each non-employee director receives an Annual Board
Retainer of $10,000, 50% of which is payable in cash at the quarterly rate of $1,250, and 50% of which is
payable in the form of an annual grant of restricted share units as of each annual shareholder meeting date.
The number of units granted to each director will be determined by dividing $5,000 by the fair market
value of the Company’s common stock on the trading date immediately preceding the date of the award.
The units will vest immediately, but will be restricted as to
conversion into shares of the Company’s
common stock until such time as the non-employee director completes
his or her service on the Board.



             In addition, non-employee Directors receive a grant of 2,000 options as of the date of each annual
meeting, provided that a Director has attended at least 75% of the Board and Committee meetings that he or
she was required to attend.  These options vest 100% at the end of a three-year period and expire at the end
of seven years.


            Meeting Fees. Each non-employee director receives $2,500 for each regularly scheduled Board
meeting attended in person or $1,000 for each regularly scheduled Board meeting attended by conference
call, and $500 for each specially scheduled meeting attended in
person or by conference call.


            Each member of the Compensation Committee also receives $1,000 for each committee meeting
attended in person or $500 for each committee meeting attended by conference call.  Additionally, the chair
of the Compensation Committee receives an annual retainer of
$5,000.


            Each member of the Audit Committee also receives $1,500 for each committee meeting attended
in person or $750 for each committee meeting attended by conference call.  Additionally, the chair of the
Audit Committee receives an annual retainer of $10,000.


            Each member of the Nominating and Governance Committee also receives $1,000 for each
committee meeting attended in person or $500 for each committee meeting attended by conference call.
Additionally, the chair of the Nominating and Governance Committee receives an annual retainer of
$2,500.