ex10_1.htm


     

    
      



    
      Exhibit
10.1

      Standard
Non-Employee Director Compensation

      (Adopted
by the Board of Directors May 8, 2008)

       

      
        	
                Annual
      Fees

              	 
	
                Annual Fees — Each Non-Employee
      Director:

              	 
	
                $17,500
      (payable in quarterly installments)

              	 
	
                An
      award on the date of each Annual Meeting of Stockholders of shares of
      restricted common stock that has an accounting income charge under FAS
      123R of $50,000 and that is subject to the following basic
      terms:

              	 
	
                Restrictions: The
      shares may not be sold, assigned, transferred, pledged or otherwise
      disposed of until they vest. In addition, as a condition to the
      award, the recipient must agree that so long as he is a director of the
      Company, he will retain and not sell or otherwise dispose of at least that
      number of shares of the Company's common stock that have been awarded to
      him as director compensation that is equal in market value to the sum of
      the cash fees paid to him in the previous two calendar years.

                Vesting: Vesting
      of the restricted stock award shares shall occur on the trading day
      immediately preceding the following year's Annual Meeting of Stockholders,
      but earlier upon the death of the director; upon the director becoming
      permanently disabled; and upon a change in control of the Company as
      defined in the Company's 2001 Stock Incentive Plan.

                Forfeiture: The
      shares of restricted stock shall be forfeited in the event that prior to
      vesting, the director ceases to be a director other than by reason of his
      death, permanent disability or a change in control of the
      Company.

              	 
	
                Additional Annual Fees —
      Committee Chairmen:

                (payable
      in quarterly installments)

              	 	 	 
	
                Chairman
      of the Audit Committee

              	 	$	12,500	 
	
                Chairman
      of the Compensation Committee

              	 	$	7,500	 
	
                Chairman
      of the Corporate Governance & Nominating Committee

              	 	$	7,500	 
	
                Meeting
      Fees

              	 
	
                In-Person
      Meetings

              	 	
                Per
      Director/Per Meeting

              	 
	
                Board Meetings

              	 	$	1,500	 
	
                Committee Meetings

              	 	 	 	 
	
                 Audit Committee
      Meetings

              	 	 	 	 
	
                 in
      connection with a Board meeting

              	 	$	1,000	 
	
                 not
      in connection with a Board
      meeting

              	 	$ 	1,500	 
	
                 Other Committee
      Meetings

              	 	 	 	 
	
                 in
      connection with a Board meeting

              	 	$ 	500	 
	
                 not
      in connection with a Board
      meeting

              	 	$	750	 
	
                Telephonic Meetings (Board & committee
      meetings)

              	 	 	 	 
	
                One hour or
    longer

              	 	$	1,000	 
	
                Less than one
    hour

              	 	$	300	 


      

    

     

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