EXHIBIT 10.1
Non-Employee Director Compensation
Cash Compensation
| Board Annual Retainer | $30,000 | |
Scheduled Board Meeting Fees (for 100% attendance at four quarterly, regularly scheduled Board meetings) | $10,000 | |
| Special Board Meeting Fee | $1,000/special meeting | |
| Per Diem Fee | $1,250/day for special projects and director training as authorized by the Company | |
| Committee Member Annual Retainers: | ||
| Audit Committee | Chairman = $10,000/Members =$5,000 | |
| Compensation Committee | Chairman = $10,000/Members =$5,000 | |
| Nominating and Governance Committee | Chairman = $5,000/Members =$2,500 | |
| Equity Compensation | ||
| Board Annual Equity Award | $80,000 in restricted stock | |
| Committee Member Annual Equity Awards: | ||
| Audit Committee | Chairman $10,000 in restricted stock/Members $5,000 in restricted stock | |
| Compensation Committee | Chairman $10,000 in restricted stock/Members $5,000 in restricted stock | |
| Nominating and Governance Committee | N/A | |
Annual cash retainers will be paid in four quarterly installments. Equity awards will be granted annually on the last day of each Board year (with the first grant date to be the date of the Company’s 2006 annual shareholders’ meeting), provided that an individual remains a Board/Committee member on such date. The shares of restricted stock granted on such date will vest immediately in recognition of service during the prior Board year. The number of shares to be granted as equity compensation will be determined by dividing the dollar amount of the applicable annual award by the fair market value per share of the Company’s common stock on the grant date, with any partial shares to be paid in cash.