Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b)

On November 3, 2008, Kenneth J. Kay notified the Company of his resignation as the Company's Senior Executive Vice President and Chief Financial Officer, to be effective as of November 30, 2008.

(c)

Gil Borok has been appointed as the Company's interim Chief Financial Officer effective December 1, 2008, in addition to his current position as Executive Vice President - Finance and Chief Accounting Officer. Mr. Borok previously served as our Executive Vice President and Global Controller since October 2002. Prior to that, he was Corporate Controller of Dole Food Company, Inc. from August 1999 to October 2002. Mr. Borok is a certified public accountant in the State of California and holds a B.A. degree from the University of Pittsburgh and an M.B.A. from the Anderson School at the University of California - Los Angeles.

In connection with his apointment as interim Chief Financial Officer, Mr. Borok will receive an annual salary of $400,000. Additionally, Mr. Borok's annual bonus target under the Company's Executive Bonus Plan has been increased to $300,000. He will also receive two transition bonuses - $50,000 payable effective upon his assumption of the interim Chief Financial Officer role on December 1, 2008 and $125,000 payable on the earlier of 90 days after the successful hiring and transition of a permanent Chief Financial Officer or September 1, 2009. Mr. Borok will also be entitled to a severance payment if he is terminated without cause from the date of his appointment as interim Chief Financial Officer until one year following the hiring and successful transition of a permanent Chief Financial Officer, equal to 18 months of his base salary, his target bonus, immediate vesting of 18,389 shares of restricted stock he currently holds which would otherwise vest on September 5, 2011, and six months of continued health care coverage.

---