Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

As previously reported, Stephen Si Johnson, Vice President, Group President, MedSurg of the Company, will relinquish that position on January 1, 2009. On December 2, 2008, the Compensation Committee approved an Executive Management Agreement with Mr. Johnson pursuant to which he will continue to serve as Advisor to the President and Chief Executive Officer of the Company through December 31, 2009 or, if the Company so elects, through December 31, 2010. He will receive an annual salary of $400,000 for 2009 in such capacity, which will be reduced to $200,000 for 2010 if the Company elects to extend his advisory role. Mr. Johnson will continue to be entitled to benefits under the Company's health, disability and life insurance programs and to participate in the Company's 401(k) plan and the Company's non-qualified supplemental retirement plan but will not be eligible to receive any bonus after his 2008 bonus is paid or to receive any additional stock option grant.

Also as previously reported, Dean Bergy, Vice President and Chief Financial Officer of the Company, will cease to be the Company's Vice President and Chief Financial Officer on March 31, 2009. On December 2, 2008, the Compensation Committee approved an Executive Management Agreement with Mr. Bergy pursuant to which he will continue to serve as Advisor to the Company's new Vice President and Chief Financial Officer for the period from April 1, 2009 through March 31, 2011 and will receive an annual salary of $450,000 in such capacity. Mr. Bergy will continue to be entitled to benefits under the Company's health, disability and life insurance programs and to participate in the Company's 401(k) plan and the Company's non-qualified supplemental retirement plan but will not be eligible to receive any bonus after his 2008 bonus is paid or to receive any additional stock option grant.