**Exhibit 10.31****Non-Employee Director Compensation**Each non-employee director receives an annual retainer of $10,000 for his or her services as adirector. The Chairman of the Board of Directors receives an additional $25,000 for his servicesas Chairman. Each non-employee director receives $3,500 for each Board meeting that he or sheattends in person and $1,500 for each Board meeting that he or she attends via telephone. Eachnon-employee director also receives $1,000 for each meeting of the Compensation Committee or theNominating and Corporate Governance Committee that he or she attends and $2,500 for each meeting ofthe Audit Committee that he or she attends, whether in person or via telephone, except that theChair of the Audit Committee receives $3,000 for each Audit Committee meeting that he attends, theChair of the Compensation Committee receives $2,000 for each Compensation Committee meeting that heattends and the Chair of the Nominating and Corporate Governance Committee receives $2,000 for eachNominating and Corporate Governance Committee meeting that he attends.From time to time, the Board of Directors of the Company may form ad hoc committees. Eachnon-employee director who serves on an ad hoc committee receives $1,000 for each meeting of the adhoc committee that he or she attends, whether in person or via telephone, except that the Chair ofany ad hoc committee receives $2,000 for each such meeting that he or she attends. In addition,the Company pays each non-employee director $2,500 for each director education session conducted bythe Company that the director attends in person and $1,000 for each director education sessionattended via telephone. Non-employee directors are compensated for attending meetings of the Boardof Directors and committees of the Board only if the duration of those meetings exceeds one hour.The Company also reimburses each non-employee director for his or her out-of-pocket expensesincurred in attending Board of Directors’ meetings and committee meetings.On the date of each annual meeting of shareholders, each non-employee director who is elected orreelected to the Board of Directors, or who otherwise continues as a director, automaticallyreceives on the date of the annual meeting of shareholders a grant of that number of shares ofrestricted common stock having an aggregate fair market value on such date equal to an amount thatis adjusted annually for changes in the Consumer Price Index, or CPI. In 2007, each non-employeedirector received shares of common stock having an aggregate value of $15,000.Each grant of restricted stock vests in equal one-third increments on the date of grant and, if thegrantee is still a director, the first and second anniversaries of the date of grant. Until theearlier of (i) five years from the date of grant and (ii) the date on which the non-employeedirector ceases to serve as a director, no restricted stock may be sold, transferred, pledged,assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent anddistribution. Upon termination of non-employee director’s service as a director for any reasonother than death, disability or retirement, all shares of his or her unvested restricted stock willbe forfeited. Upon termination of a non-employee director’s service as a director due to death,disability or retirement, all shares of his or her restricted stock will vest immediately.