Unassociated Document


    EXHIBIT
      10.1

    
 

    Director
      Compensation

    


    Directors
      who are not also employees of the Company (“Nonemployee Directors”) receive a
      retainer of $25,000 per year payable in a lump sum following each annual meeting
      of shareholders. Meeting fees are payable to the Nonemployee Directors as
      follows: 

    


    	s  	
            For
              each quarterly meeting of the Board of Directors which a Nonemployee
              Director attends in person, a fee of $1,500 per
              meeting;

          


    


    	s  	
            For
              each special meeting of the Board of Directors or of the Board’s standing
              Audit, Compensation or Nominating Committee which a Nonemployee Director
              attends in person other than the regular quarterly meetings of the
              Board
              of Directors or of its standing committees, a fee of $1,000 per meeting;
              and

          


    


    	s  	
            For
              each meeting of the Board of Directors or of the Board’s standing Audit,
              Compensation or Nominating Committee which a Nonemployee Director attends
              telephonically other than as a part of the regular quarterly meetings
              of
              the Board of Directors or of its standing committees, a fee of $500
              per
              meeting.

          


    


    In
      recognition of added responsibilities for chairing the Board’s standing
      committees, the Company pays the chair of the following standing committees
      an
      annual fee in the respective amounts stated below, payable
      quarterly:

    


    
      	
              Audit
                Committee Chair

            	
              $10,000

            
	
              Compensation
                Committee Chair

            	
              $7,000

            
	
              Nominating
                Committee Chair

            	
              $5,000

            


    

    


    Nonemployee
      Directors are reimbursed upon request for reasonable expenses incurred in
      attending Board of Director or committee meetings.

    


    At
      each
      regular annual meeting of shareholders, the Company grants to each Nonemployee
      Director a non-qualified stock option covering 2,000 shares of common stock
      (except that such stock option covers 25,000 shares of common stock for
      Nonemployee Directors upon their initial election as a director of the Company).
      Each of these stock options has an exercise price equal to the fair market
      value
      of the Company’s common stock on the date of grant. These option grants may be
      exercised only by the optionee until the earlier of five years after the date
      of
      grant or one year after ceasing to be a director of the Company.

    


    Nonemployee
      Directors may elect to enroll themselves and their eligible dependents in the
      Company’s group health insurance plan provided that the enrolled director pays
      the premium cost incurred by the Company to maintain such insurance benefits.
      Mr. McGrevin is the only Nonemployee Director who has elected to enroll in
      such
      benefit.

    


    The
      Company’s Articles of Incorporation adopt the provisions of the Georgia Business
      Corporation Code (the “Corporation Code”) providing that no member of the
      Company’s Board of Directors shall be personally liable to the Company or its
      shareholders for monetary damages for any breach of his duty of care or any
      other duty he may have as a director, except liability for any appropriation,
      in
      violation of the director’s duties, of any business opportunity of the Company,
      for any acts or omissions that involve intentional misconduct or a knowing
      violation of law, for liability under the Corporation Code for unlawful
      distributions to shareholders, and for any transaction from which the director
      receives an improper personal benefit.

    


    The
      Company’s Bylaws provide that each officer and director shall be indemnified for
      all losses and expenses (including attorneys’ fees and costs of investigation)
      arising from any action or other legal proceeding, whether civil, criminal,
      administrative or investigative, including any action by and in the right of
      the
      Company, because he is or was a director, officer, employee or agent of the
      Company or, at the Company’s request, of any other organization. In the case of
      action by or in the right of the Company, such indemnification is subject to
      the
      same exceptions, described in the preceding paragraph, that apply to the
      limitation of a director’s monetary liability to the Company. The Bylaws also
      provide for the advancement of expenses with respect to any such action. The
      Bylaws permit the Company to enter into agreements providing to each officer
      or
      director indemnification rights substantially similar to those set forth in
      the
      Bylaws, and such agreements have been entered into between the Company and
      each
      of the members of its Board of Directors and certain of its executive
      officers.