EX-10.28






Exhibit 10.28




Non-Employee Director Compensation




          Each non-employee director receives an annual retainer of $10,000 for his or her services as a
director. The Chairman of the Board of Directors receives an additional $25,000 for his services
as Chairman and the chair of each Board committee receives an additional annual retainer of
$10,000. Each non-employee director receives $3,500 for each Board meeting that he or she attends
in person and $1,500 for each Board meeting that he or she attends via telephone. Each non-employee
director also receives $1,000 for each meeting of the Compensation Committee or the Nominating and
Corporate Governance Committee that he or she attends and $2,500 for each meeting of the Audit
Committee that he or she attends, whether in person or via telephone, except that the Chair of the
Audit Committee receives $3,500 for each Audit Committee meeting that he attends, the Chair of the
Compensation Committee receives $2,000 for each Compensation Committee meeting that he attends and
the Chair of the Nominating and Corporate Governance Committee receives $2,000 for each Nominating
and Corporate Governance Committee meeting that he attends.



          From time to time, the Board of Directors of the Company may form ad hoc committees. Each
non-employee director who serves on an ad hoc committee receives $1,000 for each meeting of the ad
hoc committee that he or she attends, whether in person or via telephone, except that the Chair of
any 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 by the
Company that the director attends in person and $1,000 for each director education session attended
via telephone. Non-employee directors are compensated for attending meetings of the Board of
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 expenses incurred
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
or reelected to the Board of Directors, or who otherwise continues as a director, automatically
receives on the date of the annual meeting of shareholders a grant of that number of shares of
restricted common stock having an aggregate fair market value on such date equal to an amount that
is adjusted annually for changes in the Consumer Price Index, or CPI. In 2008, each non-employee
director received shares of common stock having an aggregate value of $15,539.



          Each grant of restricted stock vests in equal one-third increments on the date of grant and,
if the grantee is still a director, the first and second anniversaries of the date of grant. Until
the earlier of (i) five years from the date of grant and (ii) the date on which the non-employee
director 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 and
distribution. Upon termination of a non-employee director’s service as a director for any reason
other than death or disability, all shares of his or her unvested restricted stock will be
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.