EXHIBIT 10.111.1

DIRECTORS’ COMPENSATION POLICY

EFFECTIVE FROM AND AFTER FEBRUARY 22, 2006

MSCC Board Compensation

Annual Retainer
Chair	$	45,000
Director	$	25,000
Board-meeting Fees
Chair/meeting	$	2,700
Director/meeting	$	1,800
Committee-Meeting Fees
Audit Committee
Chair/meeting	$	2,400
Member/meeting	$	1,200
Comp Committee
Chair/meeting	$	1,800
Member/meeting	$	1,200
Gov and Nom Committee
Chair/meeting	$	1,800
Member/meeting	$	1,200

Telephonic Meetings	60% of the applicable fee above
Stock Option Grants
Grants Effective on the Last Business Day of the Fiscal Year:
Annual Grants to Existing Directors	20,000 shrs. under vested, 6-year option
Grants Effective on the Day of the Annual Meeting:
Initial Grants to New Directors	40,000 shrs. under vested, 6-year option
Additional Grant to Chairman	20,000 shrs. under vested, 6-year option