Director Compensation

EXHIBIT 10.10

RESOLUTIONS

Director Compensation

RESOLVED, that on June 1 of each year, effective June 1, 2009, directors who are not officers or employees of the Corporation or any of its subsidiaries (each a “Non-Employee Director”) who are serving as directors on that date shall be entitled to receive for their service as directors until the next annual meeting of shareholders (i) a $70,000 annual retainer (the “Annual Retainer”) and (ii) a number of  restricted stock units (“RSUs”) equal to $150,000 divided by the Fair Market Value, as defined in the 2006 Equity Compensation Plan for Non- Employee Directors, of the Corporation’s common stock as of June 1, with any resulting fractional amount rounded up to the next whole RSU.

FURTHER RESOLVED, each Non-Employee Director who serves as a chair of a committee of the Corporation’s Board of Directors shall receive an additional $15,000 fee for ea