Exhibit 10.1

                        Summary of Director Compensation

Effective December 1, 2005, the following non-employee director compensation
program will take effect. Total annual compensation shall be $180,000, payable
as follows:

     1.   Annual Cash Retainer for all non-employee directors in the amount of
          $50,000 payable in cash or deferred cash, at the Director's election,
          on the Company's Annual Meeting date. Directors choosing deferred cash
          may elect to have the deferred cash deposited into an interest-bearing
          cash account, at an interest rate determined as of the Company's
          annual meeting, or deposited into an account that tracks an index of
          the Company's stock.

     2.   The remainder of $130,000 shall be awarded as follows:

          a.   Restricted shares equal to approximately 2/3 of the remainder of
               the total compensation.

          b.   Non-qualified stock options equal to approximately 1/3 of the
               remainder of the total compensation.

     3.   An additional Cash Retainer of $10,000 for the Audit Committee Chair,
          shall be payable on the Company's Annual Meeting date.

     There will also be a pro-rata mid-year adjustment to 2005 non-employee
     Director compensation consistent with the newly approved annual
     compensation amount. Effective December 1, 2005, the mid-year adjustment
     will provide each non-employee Director with cash, deferred cash or
     restricted stock, as determined by each Director's previous compensation
     selection with respect to the full year 2005.

     The Company reimburses directors of the Company for reasonable travel
     expenses incurred in connection with attendance at Board, Committee or
     shareholder meetings or other Company business related events (including
     the travel expenses of spouses if they are specifically invited to attend
     an event for appropriate business purposes). Reasonable travel expenses may
     include travel on the Company plane for Directors or spouses if such
     Company aircraft is available and travel is approved in advance by the
     Chairman of the Board or the Chief Executive Officer. Airfare is reimbursed
     at no greater than first class travel rates.

     All Directors are covered under a non-contributory group accidental death
     and dismemberment policy that provides each Director with $750,000 of
     coverage. Directors may elect to purchase additional coverage under that
     policy. Non-employee Directors may also elect to participate in an optional
     non-contributory group life insurance plan that provides $100,000 of
     coverage.

     All other terms of the Company's non-employee Director compensation remain
     the same as disclosed in the Company's proxy statement for the 2005 annual
     meeting.