Ontrak (OTRK) 8-K Entry into a Material Definitive Agreement

Exhibit 10.1

Hythiam, Inc.
Director Compensation Structure
Effective Date — July 1, 2007

	Board of		Audit		Compensation		Nomination and
	Directors		Committee		Committee		Governance Committee
Annual Retainer, Chair	$	0	$	10,000	$	2,500	$	2,500
Annual Retainer, Independent Member	$	15,000		N/A		N/A		N/A
Annual Retainer, Officer Member	$	0		N/A		N/A		N/A
Board Meeting Fee, Independent Member*	$	2,500		N/A		N/A		N/A
Committee Meeting Fee		N/A	$	1,500	$	1,500	$	1,500

* In excess of four (4) Board meetings per year, excluding telephonic meetings