EXHIBIT 10.21

              COMPENSATION ARRANGEMENTS WITH NON-EMPLOYEE DIRECTORS


         The following table sets forth the Company's current compensation
arrangements with its non-employee directors. The appropriate level of
non-employee director compensation is currently being reviewed by the
Compensation and Nominating and Governance Committees of the Board, and certain
of the amounts set forth below are likely to be increased during 2005.

ANNUAL RETAINER -- $21,000, paid quarterly (40% automatically paid in deferred
         stock units under the Deferred Compensation Plan discussed below)

ADDITIONAL ANNUAL RETAINER FOR CHAIRMAN OF THE BOARD -- $60,000

ADDITIONAL ANNUAL RETAINER FOR CHAIRMAN OF THE AUDIT COMMITTEE -- $6,000

BOARD MEETING FEES -- $2,000 for attendance in person, $500 for telephonic
         attendance

COMMITTEE MEETING FEES -- $1,000 for attendance in person or by telephone

OPTIONS -- 15,000 shares upon initial election (vesting 3,000 per year),
         exercisable at market price on date of grant

         3,000 shares per year upon each re-election, vesting after 6 months and
                  exercisable at market price on date of grant

         Once vested, all options remain exercisable for ten years from grant

PHANTOM STOCK DEFERRED COMPENSATION PLAN -- Each director may elect to designate
         all or a portion of his remaining cash compensation to purchase phantom
         EMS share units at current market prices. Cash payout occurs following
         retirement as a director or, for voluntary deferrals, after 5 years,
         subject to the director's limited right to further defer. Payment is
         based on market value of the common stock at the time paid, and is
         taxable income to the director only at that time.

The Company also reimburses travel expenses incurred in connection with
activities as a member of the Board and its Committees.