EXHIBIT 10.1

Compensation Arrangements with Non-Employee Directors

         The following table sets forth the Company's current compensation
arrangements with its non-employee directors as revised May 20, 2005, effective
April 1, 2005.

Annual Retainer -- $35,000, 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 -- $10,000

Board Meeting Fees -- $2,000 for attendance in person, $1,000 for telephonic
attendance

Committee Meeting Fees -- $2,000 for attendance in person (except for meeting
held on the same day as meeting of the Board), $500 for telephonic attendance

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 (increasing to 5,000 shares
per year in 2006, subject to shareholder approval), 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.