COMPENSATION FOR NON-EMPLOYEE DIRECTORS

EXHIBIT 10.6

COMPENSATION FOR NON-EMPLOYEE DIRECTORS

As of May 3, 2009

Directors who are not employees of the Company or any of its subsidiaries receive an annual retainer of $50,000, an additional annual retainer of $10,000 for the chairperson of the Audit Committee, an additional annual retainer of $5,000 for each director serving as chairperson of any committee other than the Audit Committee, and $2,000 for each board and committee meeting attended.

Each non-employee director has the ability to participate in the Company’s 2008 Incentive Compensation Plan (the “2008 Plan”) which allows participating non-employee directors to defer receipt of a portion or all of the retainer and meeting fees the Company provides for Board services and receive such retainer and meeting fees in the future as shares of the Company’s common stock. In addition, non-employee directors are eligible for a deferred stock grant under the 2008 Plan consisting o