**Exhibit 10.64****Descriptions of Non-Equity Incentive Compensation Plans****Annual CEO Direct Reports Bonus Plan**          Each of our executive officers who reports to our Chief Executive Officer participates in theAnnual CEO Direct Reports Bonus Plan (the “Plan”). Each participant in the Plan is eligible toreceive a cash bonus of up to 50% of the participant’s annual base salary. The bonus is payableafter the end of each fiscal year based on the achievement of performance goals established at theoutset of the fiscal year by the Compensation Committee (the “Committee”) of our Board ofDirectors (the “Board”). The performance goals established by the Committee may be corporate-wide,departmental or individual goals and may vary from one fiscal year to the next.          At the outset of fiscal 2007, the Committee established the following goals for thedetermination of each participant’s bonus amount: **•** 50% of the target bonus amount is based on corporate achievement of a revenueplan approved by our Board;  **•** 25% of the target bonus amount is based on corporate achievement of anearnings plan approved by our Board; and  **•** 25% of the target bonus amount is based on personal achievement of performancemeasures.          The Committee also approved a staged payment plan for the revenue and earnings portions of thebonus, as follows: **•** 50% of the revenue or earnings portion of the bonus is payable on corporateachievement of 85% of the revenue or earnings plan, respectively;  **•** 60% of the revenue or earnings portion of the bonus is payable on corporateachievement of 90% of the revenue or earnings plan, respectively; and  **•** 75% of the revenue or earnings portion of the bonus is payable on corporateachievement of 95% of the revenue or earnings plan, respectively.          For fiscal 2007, our Board approved a revenue plan of $151,640,000 and an earnings plan of($15,153,000).**Annual CEO Direct Reports Overachievement Bonus Plan**          Each of our executive officers who reports to our Chief Executive Officer participates in theAnnual CEO Direct Reports Overachievement Bonus Plan (the “Plan”). Each participant in the Plan iseligible to receive a cash bonus, in addition to the bonus payable under the Annual CEO DirectReports Bonus Plan, after the end of each fiscal year based on the achievement of performance goalsestablished at the outset of the fiscal year by the Compensation Committee (the “Committee”) of ourBoard of Directors (the “Board”). The performance goals established
 

 
by the Committee may be corporate-wide, departmental or individual goals and may vary from onefiscal year to the next.          For fiscal 2007, the Committee considered reviews prepared by our Interim Chief ExecutiveOfficer and our Interim Chief Operating Officer, as well as matters known to them as members of theBoard, and determined that two executive officers should each receive a cash incentive paymentunder the Plan for overachievement of their individual performance goals.**Corporate Bonus Plan**          One of our executive officers, by virtue of his promotion on an interim basis, continued during hisinterim tenure as an executive officer to participate in our Corporate Bonus Plan (the “Plan”) forour employees who are not executive officers. Under the Plan, each of our non-sales employees iseligible to receive a quarterly bonus in an amount up to a defined percentage of the employee’sactual earnings for the fiscal quarter. Director-level employees (including the interim executiveofficer referenced above) are eligible for a bonus in an amount up to 30% of their actual earningsfor the preceding fiscal quarter. Payment of one-half of the bonus is dependent on the employee’sachievement of certain individual performance objectives established by the employee’s manager atthe outset of the fiscal quarter. Payment of the other half of the bonus is dependent on ourachievement of a corporate performance objective. The corporate performance objective isestablished by our executive management at the outset of each fiscal quarter and may vary from onefiscal quarter to the next. In the two most recently completed fiscal quarters, the corporateperformance objective has been based on an improvement in our net profit (excluding special andnon-cash charges) by at least 20% over the preceding fiscal quarter.