Exhibit
10.1


MANAGEMENT INCENTIVE COMPENSATION
PLAN


2007


Purpose of Management Incentive
Compensation Plan (“MIC Plan”)


·                  Increase management focus on
realistic goals intended to create value for shareholders;


·                  Encourage senior management to work
as a team to achieve the Company’s goals;


·                  Encourage individuals to realize
goals that are meaningful to the Company;


·                  Provide incentives for participants
to strive for achievement above and beyond the Company goals; and


·                  Help
attract and retain high quality senior management personnel.


Eligibility


Participants in the MIC Plan are to be recommended by the President and
CEO and approved by the Compensation Committee.


Minimum Company Achievement Level
to Establish a Bonus Pool


After the Board has approved the Operating Plan, the Compensation
Committee will meet promptly to agree upon the Corporate Goals and to establish
a percentage weighting to each Corporate Goal, based upon relative importance.
These percentages will be used to calculate the Company Achievement Level at
year end.  The Company must have achieved
at least the following percentage of the Company goals at year end in order for
any individual to be eligible for a bonus.


Minimum Company Achievement Level:         80% of Corporate Goals


If the Minimum Company Achievement Level is reached, each individual
will be eligible for his/her full Bonus Potential. If the Minimum Company
Achievement Level is not reached, no one will be awarded any bonuses. If the
Board changes the corporate goals in the middle of the year, the Compensation
Committee will work in good faith to realign the corporate and individual goals
with the MIC Plan.


Minimum Individual Achievement
Level to Be Eligible for Bonus


The individual must have achieved at least the following percentage of
his/her individual goals at year end in order to be eligible for a bonus.


Minimum Individual Achievement Level:        65% of Individual Goals


Bonus Potential


Bonus levels are to be created on an individual basis by the
Compensation Committee. In general, the Bonus Potential shall be the following
as a percentage of base salary:


	
  CEO

  	
   

  	
  50

  	
  %

  
	
  CFO

  	
   

  	
  40

  	
  %

  
	
  Executive VP’s

  	
   

  	
  35

  	
  %

  
	
  Senior VP’s

  	
   

  	
  30

  	
  %

  
	
  VP’s (direct
  reports to CEO)

  	
   

  	
  25

  	
  %

  
	
  VP’s

  	
   

  	
  20

  	
  %

  



 


Bonus Formula


The actual amount of the bonus paid will be calculated using a goals
based formula.  The CEO’s goals are the
Corporate Goals. After the approval and weighting of the Corporate Goals, the
CEO will promptly inform the Compensation Committee of the individual goals,
and their weighting, for all eligible participants.  Such goals may only be changed by the
Compensation Committee with respect to the President and CEO and by the
President and CEO with respect to other MIC



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Plan participants provided that the President and CEO notifies the
Compensation Committee of such change(s).


Participant’s
Bonus = Bonus Potential* Percentage of Goals Achieved


Timing of Payment


Annual payments after approval by the Compensation Committee (intended
to be within 90 days of year-end). The participant must be in the continued
employ of the Company at the time of bonus payment.


Taxes


All payments are
subject to the withholding of applicable taxes.


 Administration


The MIC Plan is
administered by the Compensation Committee. 
It does not represent an employment contract.  It can be cancelled or amended by the
Compensation Committee at any time. Any and all provisions of this Management
Incentive Plan including underlying goals can be cancelled or amended by the
Compensation Committee at any time. In addition, the Compensation Committee has
the discretion to recognize achievements over and above the agreed upon goals
by increasing the Bonus Potential above the targeted range.



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