Summary description of the compensation of Non-Employee Directors



 Exhibit 10(v) 
 The following table provides information relating to total compensation amounts paid to directors in 2008: 
 Director
Compensation Table 
  

																								
	 Name
	  	Year	  	Fees
Earned or
Paid in
Cash (1)	  	Stock
Awards (2)	  	Option
Awards
(3) (4)	  	Non-Equity
Incentive
Plan Comp.	  	Change in
Pension Value
and
Nonqualified
Deferred
Comp.
Earnings	  	All Other
Comp.	  	Total
	 Rebecca M. Bergman (5)
	  	2008	  	$	40,172	  	$	—  	  	$	228,444	  	$	—  	  	$	—  	  	$	—  	  	$	268,616
									
	 David R. Harvey (6)
	  	2008	  	 	250,000	  	 	—  	  	 	113,190	  	 	—  	  	 	—  	  	 	—  	  	 	363,190
									
	 W. Lee McCollum (7)
	  	2008	  	 	96,102	  	 	65,520	  	 	113,190	  	 	—  	  	 	—  	  	 	—  	  	 	274,812
									
	 Avi M. Nash (8)
	  	2008	  	 	75,147	  	 	65,520	  	 	113,190	  	 	—  	  	 	—  	  	 	—  	  	 	253,857
									
	 William C. O’Neil, Jr. (9)
	  	2008	  	 	34,747	  	 	65,520	  	 	—  	  	 	—  	  	 	—  	  	 	—  	  	 	100,267
									
	 Steven M. Paul (10)
	  	2008	  	 	67,758	  	 	65,520	  	 	113,190	  	 	—  	  	 	—  	  	 	—  	  	 	246,468
									
	 J. Pedro Reinhard (11)
	  	2008	  	 	85,446	  	 	65,520	  	 	113,190	  	 	—  	  	 	—  	  	 	—  	  	 	264,156
									
	 Timothy R.G. Sear (12)
	  	2008	  	 	65,759	  	 	65,520	  	 	113,190	  	 	—  	  	 	—  	  	 	—  	  	 	244,469
									
	 D. Dean Spatz (13)
	  	2008	  	 	81,315	  	 	65,520	  	 	113,190	  	 	—  	  	 	—  	  	 	—  	  	 	260,025
									
	 Barrett A. Toan (14)
	  	2008	  	 	70,500	  	 	65,520	  	 	113,190	  	 	—  	  	 	—  	  	 	—  	  	 	249,210

  

	(1)	Amounts listed represent payments for meeting attendance and annual retainer, which are described below under “Cash Compensation,” and the reimbursement of travel
expenses. 


	(2)	Amounts listed represent the compensation cost for shares of our common stock that were awarded to non-employee directors on January 2, 2008. Each non-employee director as of
January 2, 2008 received 1,200 shares of stock with a total fair value of $65,520 on the award date. 


	(3)	Represents the compensation cost of option awards, before reflecting assumed forfeitures, over the requisite vesting period, as described in Statement of Financial Accounting
Standards No. 123(R), “Accounting for Stock-Based Compensation” (SFAS 123(R)). Options granted to directors vest over a three-month period. Amounts reflected within the table are different than the amounts recognized in the
consolidated financial statements due to the assumed forfeiture rate reflected in the consolidated financial statements. 


	(4)	On May 6, 2008, Ms. Bergman received 20,000 options that had a total grant date fair value of $228,444. On May 7, 2008, Dr. Harvey and Messrs. McCollum, Nash,
Paul, Reinhard, Sear, Spatz and Toan each received 10,000 options that each had a total grant date fair value of $113,190. 


	(5)	As of December 31, 2008, Ms. Bergman had 20,000 option awards outstanding. 


	(6)	Dr. Harvey received $250,000 as part of his employment agreement in 2008, which is discussed in further detail on pages 34-35. As of December 31, 2008, Dr. Harvey had
190,000 option awards outstanding. 


	(7)	As of December 31, 2008, Mr. McCollum had 76,000 option awards outstanding and retained ownership of the 1,200 shares of common stock awarded to him on January 2,
2008. 


	(8)	As of December 31, 2008, Mr. Nash had 40,000 option awards outstanding and retained ownership of the 1,200 shares of common stock awarded to him on January 2, 2008.



	(9)	Mr. O’Neil retired from the Board of Directors in May 2008. 


	(10)	As of December 31, 2008, Dr. Paul had 30,000 option awards outstanding and retained ownership of the 1,200 shares of common stock awarded to him on January 2, 2008.



	(11)	As of December 31, 2008, Mr. Reinhard had 76,000 option awards outstanding and retained ownership of the 1,200 shares of common stock awarded to him on January 2,
2008. 


	(12)	As of December 31, 2008, Mr. Sear had 50,000 option awards outstanding and retained ownership of the 1,200 shares of common stock awarded to him on January 2, 2008.



	(13)	As of December 31, 2008, Mr. Spatz had 72,000 option awards outstanding and retained ownership of the 1,200 shares of common stock awarded to him on January 2, 2008.



	(14)	As of December 31, 2008, Mr. Toan had 76,000 option awards outstanding and retained ownership of the 1,200 shares of common stock awarded to him on January 2, 2008.









 Exhibit 10(v) (continued) 
 Cash Compensation 
 Directors who are employed by the Company receive no compensation or fees for serving as a
director or for attending board or committee meetings. Directors who are not employed by the Company receive cash and stock compensation, as described below. 
 Except for Rebecca M. Bergman, each non-employee director received retainer fees of $45,000 in 2008 for being a member of the Board and its Committees. In May 2008, the Board voted to increase the retainer fee to $50,000 from $40,000, thus
the retainer fee for the second half of 2008 was $25,000. Ms. Bergman, who was elected to the Board in May 2008, received reduced retainer fees of $25,000 in 2008. In addition, each non-employee director also received a fee for his or her
participation in Board and Committee meetings. The following table provides information related to the meeting fees paid to non-employee directors: 
  

													
	 	  	Board of
Directors	  	Audit
Committee (1)	  	Compensation
Committee (2)	  	Corporate
Governance
Committee (2)
	 Participation in person (3)
	  	$	3,000	  	$	1,000	  	$	1,000	  	$	1,000
					
	 Participation via conference call
	  	$	1,500	  	$	500	  	$	500	  	$	500

  

	(1)	During 2008, the Audit Committee Chairman received $4,000 for every meeting attended in person and $2,000 for every conference call in which he participated.



	(2)	During 2008, the Compensation and Corporate Governance Committee Chairmen each received $2,000 for every meeting attended in person and $1,000 for every conference call in which
they participated. 


	(3)	Non-employee directors participating in person at meetings also received reimbursement of travel expenses. 

 Stock Compensation 
 Pursuant to the Company’s 2003
Long-Term Incentive Plan, the Company currently provides non-employee directors with stock compensation as follows: 
  

	 	•	 	 Newly elected directors will be granted options to acquire 20,000 shares of common stock upon the date of his or her initial election to the Board;



  

	 	•	 	 Eligible directors serving on the Board on the day after any annual shareholder meeting, who have served on the Board for at least six months prior to the annual
meeting, will be granted options to acquire 10,000 shares of common stock on such date; and 


  

	 	 •
	 	 Each non-employee director is awarded 1,200 shares of common stock on January 1st of each fiscal year. 


 Seven of the eight existing non-employee
directors received options to purchase 10,000 shares of common stock in 2008. Ms. Bergman received options to purchase 20,000 shares of common stock immediately after being elected to the Board in May 2008. If elected at the 2009 annual
meeting, all eight continuing non-employee directors will receive options to purchase 10,000 shares of common stock the day after the meeting. The option exercise price per share is equal to the fair market value, or the closing stock price, of the
common stock on the date the option is granted. No option will vest or may be exercised to any extent until the holder has continually served as a director for at least three months from the date of grant, provided that such options will vest and
become exercisable upon termination of service by reason of death, disability or retirement, subject to the terms and conditions of the plan. The options expire ten years from the date of grant. 
 Except for Ms. Bergman, each existing non-employee Director received 1,200 shares of common stock on January 2, 2008. Each existing non-employee Director
received 1,200 shares of common stock on January 2, 2009.