**Exhibit 10.12**

 

## **SUMMARY OF COMPENSATION OFNON-EMPLOYEE DIRECTORS**

 

Upon recommendation by theCorporate Governance/Nominating Committee and approval by the Board ofDirectors at its April 2005 meeting, effective May 1, 2005, theannual compensation for Non-employee Directors was revised to increase theannual retainer, which is paid in arrears. In accordance with the new annualcompensation arrangement, Non-employee Directors are paid an annual retainerequal to the sum of (1) $20,000 (paid in cash) and (2) $36,000payable in Common Stock of the Company valued as of the award date (subject torounding up or down such that the number of shares issued to each director isevenly divisible by three). Accordingly, each Non-employee Director thenserving was awarded 2,505 restricted shares of Common Stock on May 2, 2005.The shares vest ratably over three years beginning on the first anniversary ofthe grant date. The fair market value of the shares on the May 2, 2005award date was $35,972 per Non-employee Director. No option awards were made toNon-employee Directors in 2005.

 

In addition, effective May 1,2005, the amount each Non-employee Director receives for in-person attendanceat a meeting of the Board of Directors was increased from $1,000 to $1,500 cash(increased from $400 to $500 if such attendance is telephonic) and wasincreased from $750 to $1,500 cash for each meeting of a standing Committee ofthe Board of Directors attended (increased from $400 to $500 if telephonic). Thechairman of the Audit Committee will receive an additional annual retainer of$10,000 and the respective chairmen of the Compensation and the CorporateGovernance/Nominating Committees will each receive an additional annualretainer of $5,000, such amounts payable for the first time at the annualshareholders meeting in 2005.

 

On March 9,2006, the Board approved the following recommendations of the CorporateGovernance/Nominating Committee and Compensation Committee of the Board.  On March 9, 2006, the CorporateGovernance/Nominating Committee of the Board recommended certain changes to thecompensation of non-employee directors of the Company.  The Committee recommended that effective June1, 2006, the annual retainer, which is payable in arrears, be increased by$14,000 from $56,000 ($20,000 of which is payable in cash and $36,000 of whichis payable in common or restricted stock of the Company) to $70,000, consistingof $20,000 payable in cash and $50,000 payable in common or restricted stock ofthe Company (subject to rounding up or down such that the number of sharesissued to each director is evenly divisible by three, but not to exceed $50,000in value). The Committee also recommended that each director be required to ownshares of common stock of the Company equal to three times their annualdirector compensation and that such ownership be achieved within three yearsfrom July 1, 2006.  All directors, exceptMessrs. Clarkson and Creel, currently own stock in the Company worth at leastthree times their annual director compensation.

 

All directors are reimbursedfor out-of-pocket expenses incurred in attending meetings of the Board or Boardcommittees and for other expenses incurred in their capacity as directors.

 

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