Exhibit 10.23

NON-EMPLOYEE DIRECTOR COMPENSATION

The compensation package for non-employee directors is currently comprised of
annual cash retainers, meeting fees and grants of restricted common stock. Each
director receives a $40,000 annual retainer for service to the Board. The
Chairman of the Board of Directors receives an additional annual retainer of
$30,000, the Chairman of the Audit Committee of the Board of Directors receives
an additional annual cash retainer of $10,000, and the Chairman of the
Compensation Committee of the Board of Directors, the Chairman of the Corporate
Governance and Nominating Committee of the Board of Directors and members of the
Audit Committee (other than the Chairman) each receives an additional annual
retainer of $5,000. Each director also receives a $2,000 fee for attending
regular meetings of the Board. Members of the Audit Committee receive a $2,000
fee for attending committee meetings, while members of the Corporate Governance
and Nominating Committee and members of the Compensation Committee receive a
$1,500 fee for attending committee meetings. Unless otherwise designated by the
committee chair, each committee member receives one-half of the regular
committee-meeting fee for attending committee meetings held telephonically. In
addition to the foregoing cash fees, non-employee directors also receive 2,000
shares of restricted common stock. Directors have the choice to elect to take
all or a portion of their Board fees in common stock of the Company, and may
defer all or part of their fee compensation. Directors are reimbursed for
expenses incurred in connection with attending Board and committee meetings.