Director Compensation Policy



 Exhibit 10.17 
 Director Compensation Policy 
 From January 1, 2008 to December 31, 2008, the payment
structure was as follows for our independent directors: 
  

	 	•	 	 $20,000 one-time restricted stock grant to new independent Board members; 


  

	 	•	 	 $10,000 cash to each independent Board member as 1/3 of the annual director fee; 


  

	 	•	 	 $20,000 annual restricted stock grant to each independent Board member as 2/3 of the annual director fee; 


  

	 	•	 	 $10,000 cash to the Lead Director as an annual fee; 


  

	 	•	 	 $10,000 cash to the Audit Committee Chairman as an annual fee; 


  

	 	•	 	 $5,000 cash to the Compensation Committee Chairman as an annual fee; 


  

	 	•	 	 $5,000 cash to the Nominating and Corporate Governance Committee Chairman as an annual fee; 


  

	 	•	 	 $2,500 cash to Audit Committee members as an annual fee; 


  

	 	•	 	 $2,500 cash to each non-employee director per day of Board meetings attended in person if the Board meeting is held in the director’s home country or $7,500
cash to each non-employee director for each Board meeting attended in person if the meeting is not held in the director’s home country. The $7,500 fee is a flat fee that is payable only once per meeting, no matter how long the meeting lasts;



  

	 	•	 	 $2,500 cash for the first Board meeting attended telephonically in a calendar year by an independent Board member, and $1,250 for any subsequent Board meeting
attended telephonically in the same calendar year; 


  

	 	•	 	 $1,000 cash for all committee meetings or Company meetings attended in person by an independent Board member (If there is more than one committee meeting per day or
per visit, the $1,000 covers all meetings); 


  

	 	•	 	 $500 cash for all committee meetings attended telephonically per day (or per “visit”) by an independent Board member; 


  

	 	•	 	 $500 cash for a Board or committee call to complete specific Board or committee business by an independent Board member; and 


  

	 	•	 	 $0 for informational or update calls. 


 At this time, all of our non-employee directors are also independent directors. In the event that new directors join our Board who are not employees but who do not qualify as independent, the Board may revisit this compensation structure as
it applies to non-employee directors who are not independent. 
 Our non-employee directors are eligible to participate in our Deferred
Compensation Plan pursuant to which they may elect to defer their fees, which are invested in mutual funds. The Company matches 50% of the participant’s contribution up to an annual maximum of $12,500, which is invested in shares of Company
common stock acquired in the open market and those shares become subject to vesting provisions. 
 Mariano Costamagna, our President, Chief
Executive Officer and member of our board of directors, also serves on the board of directors of MTM, S.r.L. and Zavoli S.r.L., wholly owned indirect subsidiaries of the Company. For his service on MTM’s board he received €100,000 annually
(approximately $141,000 converted into U.S. dollars as of December 31, 2008) through December 31, 2008 and beginning January 1, 2009, will receive €120,000 annually (approximately $169,000 converted into U.S. dollars as of
December 31, 2008).