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EXHIBIT
10.6
DESCRIPTION OF NON-EMPLOYEE
DIRECTOR COMPENSATION
ARRANGEMENT
The Board of Directors of the
Company at a meeting held on July 31, 2008 adopted the
following revised arrangement for the compensation to be paid to
Directors of the Company who are not serving as employees of the
Company (“Non-Employee Directors”). Currently, all of
the members of the Board of Directors are Non-Employee Directors
except David Levin and Seymour Holtzman.
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Non-Employee Directors re-elected
at the 2008 annual meeting of stockholders were granted options to
acquire 25,000 shares of Company common stock vesting in increments
of one-third on the date of grant, one-third on the first
anniversary of the date of grant and one-third on the second
anniversary of the date of grant. These options had an exercise
price of $4.06 per share, the closing price of the Company’s
common stock on the date of grant. In addition, each Non-Employee
Director was paid an amount equal to $49,000.00. The total value of
the options granted (based on a Black-Scholes valuation) and the
cash payment received for each Non-Employee Director equaled the
total value of the options granted (based on a Black-Scholes
valuation) to each Non-Employee Director upon their re-election in
2007.
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Effective January 1, 2009,
annually upon their re-election to the Board of Directors, each
Non-Employee Director shall be paid $82,250. Previously,
Non-Employee Directors received options to acquire 25,000 shares of
Company common stock upon their re-election.
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The Chairperson of the Audit
Committee shall be paid an annual fee equal to $10,000 upon his/her
selection to serve as such. This continues the Company’s
prior practice.
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Effective January 1, 2009,
the respective Chairperson of the Nominating and Corporate
Governance Committee and the Compensation Committee shall each be
paid an annual fee equal to $5,000 upon his/her selection to serve
as such. Previously, these chairpersons did not receive a fee for
such services.
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