Exhibit
10.10

    


    Summary of Compensation
for

    Non-Employee Directors and
Named Executive Officers

    


    Non-Employee
Director Compensation Summary

    


    Annual
Retainer

    $40,000,
payable in cash or stock at the election of each director

    Additional
$6,500 for serving as chair of the Compensation or Directors Affairs/Corporate
Governance Committees

    Additional
$10,000 for serving as chair of the Audit Committee

    Committee
chair compensation is payable in cash

    


    Board and Committee Meeting
Fees

    $1,500
per meeting for each Board of Directors or Committee meeting
attended

    $1,000
per meeting for each Committee meeting attended by telephone

    All
meeting fees are paid in cash

    


    Annual Stock Option
Award

    Each
year, all non-employee directors receive options to acquire shares of the
Company’s stock pursuant to the Company’s 2009 Incentive Plan, which was
approved by the Company’s shareholders on March 23, 2009.  The option
grant occurs on the date of each annual meeting of the Company’s stockholders,
and the exercise price is equal to the closing market price on such
day.

    


    Named
Executive Officer Compensation Summary

    


    Current
salaries for named executive officers (rounded to nearest $1,000):

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Name

                                	 	
                                  Title

                                	 	
                                  Salary

                                	 
	
                                  Sam
      Ferrise

                                	 	
                                  President
      — Baldwin Filters, Inc.

                                	 	$	353,000
    	 
	 	 	 	 	 	 	 
	
                                  Norman
      E. Johnson

                                	 	
                                  Chairman,
      President and Chief Executive Officer

                                	 	$	765,000
    	 
	 	 	 	 	 	 	 
	
                                  David
      J. Fallon

                                	 	
                                  Vice
      President – Finance & Chief Financial Officer

                                	 	$	276,000
    	 
	 	 	 	 	 	 	 
	
                                  David
      J. Lindsay

                                	 	
                                  Vice
      President – Administration & Chief Administrative
    Officer

                                	 	$	208,000
    	 
	 	 	 	 	 	 	 
	
                                  Richard
      Wolfson

                                	 	
                                  Vice
      President – General Counsel & Corporate Secretary

                                	 	$	273,000
    	 


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    The named
executive officers of the Company are eligible to receive bonuses as determined
in the discretion of the Compensation Committee.  Such bonuses would
be paid in fiscal 2012 and would be based on the achievement by the Company of
certain objective targets related to the Company’s net income and economic
value-added returns during fiscal year 2011.

    


    The named
executive officers may also receive stock options and restricted stock pursuant
to the Company’s stockholder-approved 2009 Incentive Plan as determined in the
discretion of the Compensation Committee.

    


    Additional
Information

    


    The
foregoing information is summary in nature. Additional information regarding
director and named executive officer compensation will be provided in the
Company’s Proxy Statement to be filed in connection with the Company’s Annual
Meeting of Stockholders to be held on March 22, 2011.