Exhibit
      10.1

    


    Summary
      of Named Executive Officer 2006 Salaries, 2005 Bonus

    Awards,
      2006 Bonus Potential, and 2006 Equity and Performance
      Awards

    


    Base
      Salary Adjustments.  The
      Compensation Committee approved adjustments to the annual base salaries
      (effective as of July 1, 2006) for four of the five Named Executive Officers
      after a review of performance and competitive market data.  The table below
      sets forth the annual base salary levels of the Company's Named Executive
      Officers for 2005 and 2006 (the salary for each year became, or will become,
      effective as of July 1 of such year).  The Named Executive Officers were
      determined based on those identified in the Summary Compensation Table contained
      in the Company’s proxy statement dated April 22, 2005 (the “2005 Proxy
      Statement”) and expected to be named in the Company’s proxy statement to be
      filed in April, 2006. 

    


    Annual
      Bonus Awards. 
      The Compensation Committee also authorized the payment of annual incentive
      (i.e., bonus) awards to each of the Company's executive officers in respect
      of
      the year ended December 31, 2005.  The annual bonus awards were made
      pursuant to the Company's annual bonus plan, with target percentages ranging
      from 40% to 100 % in 2005.  For each of the Named Executive Officers other
      than Mr. McNamee, the award and the target percentages were established pursuant
      to the individual’s employment agreement with the Company, which are listed as
      exhibits to the Company’s Current Report on Form 8-K to which this Exhibit 10.1
      is attached and which are hereby incorporated by reference herein.  The
      Employment Agreements for Messrs. Paz, Lowenberg and Boudreau are also described
      in the 2005 Proxy Statement under the caption “Executive Compensation —
Employment Agreements — Employment Agreements with Other Executive
      Officers” beginning on page 21.

    


    Pursuant
      to the bonus plan, in order for any bonus amount to be paid the Company must
      meet an annual financial goal which is based on budgeted EBITDA (earnings before
      interest, taxes, depreciation and amortization) and earnings per share.  If
      the corporate financial target is not met, then the corporate bonus pool is
      reduced to the extent necessary to enable the Company to meet its target. 
If the Company has met its annual financial goal, then actual bonus awards
      for
      executive officers are determined based on the executive officers’ respective
      bonus targets and an evaluation by the Committee (and in the case of senior
      executives also by the CEO) of the extent to which work plan goals were
      achieved.  In addition, if the Company meets certain “stretch” financial
      and work plan targets, bonus targets may be increased by as much as 100%. 
The Committee reviews and approves the annual financial targets and the stretch
      work plan goals.  In determining the extent of the achievement of work plan
      goals, the Committee and the CEO evaluate the executive’s individual
      contribution to the corporate work plan.  For 2005, the Company achieved
      its “stretch” financial and work plan goals, and, accordingly, bonuses awarded
      to the Named Executive Officers were enhanced by up to 100%.

    


    The
      Compensation Committee also authorized the award of annual incentive (i.e.,
      bonus) awards to each of the Company’s executive officers in respect of the year
      ending December 31, 2006.  The terms and conditions of the awards are
      substantially the same as those for 2005. 

    


    The
      following table sets forth the 2005 and 2006 base salary levels, along with
      the
      annual bonus awards for 2005 and the target annual bonus percentages for 2006,
      for each of the Named Executive Officers:

      

    
      	 	 	 	
              Annual
                Base Salary
 	
              Annual
                Bonus Award

               

            	 	
              Base
                Bonus 

              Target
                

              Percentage

            
	
              Name

            	
              Title

            	 	
              2005

            	 	
              2006

            	 	
              2005

            	 	
              2006

            	 
	
              George
                Paz

               

            	
              President
                & Chief 

              Executive
                Officer

            	 	
              $

               

            	
              650,000

               

            	 	
              $

               

            	
              780,000

               

            	 	
              $

               

            	
              1,200,500

               

            	 	 	
              100

               

            	
              %

               

            
	
              David
                

              Lowenberg

            	
              Chief
                Operating Officer

               

            	 	
              $

               

            	
              464,000

               

            	 	
              $

               

            	
              482,000

               

            	 	
              $

               

            	
              649,600

               

            	 	 	
              70

               

            	
              %

               

            
	
              Edward
                J. 

              Stiften

            	
              Senior
                Vice President & 

              Chief
                Financial Officer

            	 	
              $

               

            	
              341,000

               

            	 	
              $

               

            	
              409,000

               

            	 	
              $

               

            	
              456,940

               

            	 	 	
              67

               

            	
              %

               

            
	
              Thomas
                M. 

              Boudreau

            	
              Senior
                Vice President & 

              General
                Counsel

            	 	
              $

               

            	
              411,000

               

            	 	
              $

               

            	
              411,000

               

            	 	
              $

               

            	
              526,080

               

            	 	 	
              64

               

            	
              %

               

            
	
              Patrick
                

              McNamee

            	
              Senior
                Vice President & 

              Chief
                Information Officer

            	 	
              $

               

            	
              325,000

               

            	 	
              $

               

            	
              339,000

               

            	 	
              $

               

            	
              403,000

               

            	 	 	
              62

               

            	
              %

               

            


    

     

     

    Annual
      Long Term Incentive Awards

    


    On
      February 28, 2006, the Compensation Committee approved awards of certain long
      term incentive compensation to each of the Named Executive Officers.  The
      long term incentive compensation awards are comprised of a mix of performance
      shares, stock appreciation rights and restricted stock, all of which were
      granted under the Company’s amended and restated 2000 Long Term Incentive Plan,
      as amended (the “2000 LTIP”), as follows:

    


    
      	
              Name

            	
              Title

            	 	
              Performance
                Shares 

            	 	
              Stock
                

              Appreciation
                

              Rights

            	 	
              Shares
                of 

              Restricted
                

              Stock

            
	
              George
                Paz

            	
              President
                & Chief Executive 

              Officer

            	 	
              13,647

            	 	
              68,924

            	 	
              13,647

            
	
              David
                

              Lowenberg

            	
              Chief
                Operating Officer

            	 	
              5,715

            	 	
              28,863

            	 	
              5,715

            
	
              Edward
                J. Stiften

            	
              Senior
                Vice President & Chief 

              Financial
                Officer

            	 	
              5,480

            	 	
              27,677

            	 	
              5,480

            
	
              Thomas
                M. 

              Boudreau

            	
              Senior
                Vice President & General 

              Counsel

            	 	
              3,481

            	 	
              17,578

            	 	
              3,481

            
	
              Patrick
                

              McNamee

            	
              Senior
                Vice President & Chief 

              Information
                Officer

            	 	
              1,862

            	 	
              9,404

            	 	
              1,862

            


    

    


    Performance
      Shares. 
      The performance shares are settled in shares of the Company’s common stock (the
“Stock”) on a share-for-share basis.  The number of shares of Stock to be
      delivered upon settlement of the performance shares is determined based upon
      the
      Company’s performance over a set period versus a peer group of companies
      selected by the Compensation Committee.  The awards are subject to certain
      amendments to the 2000 LTIP to reflect the performance measures by stockholders
      at the Company’s 2006 annual meeting; provided, that if not so approved, the
      award will be void and of no force and effect.

    


    Specifically,
      the number of shares issued in settlement of the performance share awards will
      depend on where the Company’s performance for the period from January 1, 2006
      through January 1, 2009 ranks in relation to the designated peer group in three
      equally-rated metrics: 

    


    
      	·  	
              compound
                annual shareholder return (price appreciation plus reinvestment of
                monthly
                dividends and the compounding effect of dividends paid on reinvested
                dividends),

            


    

    
      	·  	
              compound
                annual growth in earnings per share (basic earnings per share before
                extraordinary items and discontinued operations),
                and

            


    

    
      	·  	
              average
                return on invested capital (income before extraordinary items (available
                for common stock) divided by total invested capital, which is the
                sum of
                total long-term debt, preferred stock, minority interest and total
                common
                equity). 

            


    

    


    In
      order
      for any shares to be issued under the performance share awards, the Company’s
      composite performance must rank in at least the 40th percentile in relation
      to
      its peer group.  Assuming the Company’s composite performance for the
      performance period is at the 40th percentile, the actual shares of Stock issued
      will equal 35% of the award targeted for the Named Executive Officer; at the
      50th percentile, the actual shares of Stock issued will equal 100% of the award
      targeted for the Named Executive Officer; and at the 80th percentile, the actual
      shares of Stock issued will equal 250% of the award targeted for the Named
      Executive Officer, which is the maximum number of shares that can be
      awarded.  If the Company’s composite performance falls between these
      percentile rankings, the actual shares of Stock issued will be determined by
      interpolation.

    


    Realization
      of the performance share awards and their actual value, if any, will depend
      on
      the applicable targets being met and the market value of the Stock on the date
      the performance share awards are settled.

    


    The
      awards provide for certain rights in the event of termination of employment
      as a
      result of death, disability or retirement, but terminate in the event of
      termination of employment for any other reason prior to the last day of the
      performance period.  Notwithstanding the foregoing, the awards provide that
      upon a change of control (as defined) prior to the last day of the performance
      period, participants who remain employed on the date of a change in control
      or
      who terminated earlier on account of death, disability or retirement will
      receive cash equal to the value of the Stock represented by the performance
      shares on the last trading day before the change in control.

    


    The
      performance shares are subject to the terms of the 2000 LTIP and a Performance
      Share Agreement entered into with each participant.  The 2000 LTIP is
      listed as Exhibit 10.5 and 10.6, and the form of award agreement is filed as
      Exhibit 10.2, to the Current Report on Form 8-K to which this Exhibit 10.1
      is
      attached and are hereby incorporated herein by this reference.

    


    Stock
      Appreciation Rights. 
      The stock appreciation rights (“SARs”) were granted with a specified exercise
      price of $87.27 per share, which was equal to the fair market value of the
      Stock
      on the date of grant, and will be settled in Stock to the extent there has
      been
      appreciation in the market value of the Stock from the date of grant to the
      date
      such SARs are exercised.  The SARs vest and become exercisable in equal
      amounts annually over a period of three years on the anniversary date of the
      grant, and expire on the seventh anniversary of their grant.  The actual
      value, if any, of the SARs will depend on the market value of the Stock on
      the
      date the SARs are exercised.

    


    The
      SARs
      are subject to the terms and conditions of the 2000 LTIP as well as a Stock
      Appreciation Right Award Agreement entered into with each participant.  The
      2000 LTIP is listed as Exhibit 10.5 and 10.6, and the form of award agreement
      is
      filed as Exhibit 10.3, to the Current Report on Form 8-K to which this Exhibit
      10.1 is attached and are hereby incorporated herein by this
      reference.

    


    Restricted
      Stock. 
      The shares of restricted stock awarded to the Named Executive Officers are
      initially subject to restrictions which prohibit the sale or transfer of the
      restricted stock.  The restrictions on the restricted stock lapse as to
      one-third of each award annually over a period of three years on the anniversary
      date of the grant.  Holders are entitled to the same rights to dividends on
      and to vote shares of restricted stock as other shareholders. 

    


    The
      restricted stock awards are subject to the terms and conditions of the 2000
      LTIP
      as well as a Restricted Stock Agreement entered into with each
      participant.  The 2000 LTIP is listed as Exhibit 10.5 and 10.6, and the
      form of award agreement is listed as Exhibit 10.4, to the Current Report on
      Form
      8-K to which this Exhibit 10.1 is attached and each are hereby incorporated
      herein by this reference.