Exhibit 10(a)

DESCRIPTION OF DIRECTORS' ANNUAL CASH FEE POLICY

Each non-employee director of the Company shall be entitled to receive (i) a cash retainer at the rate of $10,000 per annum ($25,000 in the case of the non-executive Chairman of the Board), which shall be payable in equal quarterly installments, commencing with the organizational meeting of the Board of Directors immediately following each Annual Meeting of Stockholders of the Company, provided that such non-employee director may, in lieu of such retainer, elect, at or prior to the applicable organizational meeting of directors following such Annual Meeting of Stockholders, to receive $11,750 ($29,400 in the case of the non-executive Chairman of the Board) of the Company’s Common Stock (valued at the fair market value of the Company’s Common Stock on the date of the applicable Annual Meeting of Stockholders, such fair market value to be determined in the same manner as determined under the Company&