Description of Director and Executive Compensation Arrangements

Exhibit 10.39

Description of Director and Executive Compensation Arrangements

A.                        Non-Employee Director Compensation.

Annual Retainer for Service on the Board - $40,000, payable in quarterly installments plus 1,000 shares of restricted stock are automatically granted in March of each year, vesting over three years.

Board Meeting Fees - $1,000 for each meeting attended and $500 for each telephonic meeting attended.

Committee Meetings - $1,000 for each meeting attended and $500 for each telephonic meeting attended, unless the committee meeting is held on the day of a meeting of the Board of Directors.

Annual Retainer for Chairman of the Audit Committee - $20,000.

Annual Retainer for Chairman of the Compensation Committee - $10,000.

Annual Retainer for Chairman of the Nominating and Corporate Governance Committee — Twice the amount of any meeting fees paid to the committee members.

Initial Restricted Grant — Upon joining the Board of Directors, 500 shares of r