Exhibit 10.16

                DESCRIPTION OF CERTAIN COMPENSATORY ARRANGEMENTS
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                  BETWEEN REGISTRANT AND NON-EMPLOYEE DIRECTORS
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     Each director who is not an employee of the Registrant receives an annual
retainer fee of $20,000, plus $1,000 for each Board of Directors and Board
committee meeting attended. The non-employee Chairman of the Board receives a
retainer fee of $90,000 (in lieu of any other annual retainer, committee chair
or attendance fees), and non-employee directors chairing standing committees of
the Board each receive an additional annual retainer fee of $5,000. Under the
Registrant's Omnibus Stock Plan, non-employee directors may elect to receive, in
lieu of all or a portion of the foregoing fees, shares of the Registrant's
common stock based on the fair market value of the stock on the date the fees
would have been paid. Each non-employee director is also reimbursed for all
reasonable out-of-pocket expenses that such director and his or her spouse
incurs attending Board meetings and functions, and is authorized, subject to
certain requirements and limitations, to use the Registrant's fractionally-owned
aircraft for personal travel.