Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On December 9, 2008, the Board approved amendments to the Executive Stock Option Plan (aka Age-Vested Career Stock Option Plan), as amended and restated as of September 4, 2007, to provide for accelerated vesting of stock options in the event of a change in control of the Company upon the terms and conditions set forth therein. A copy of the Executive Stock Option Plan, as so amended, is filed herewith as Exhibit 10.1 to this current report and is incorporated herein by reference. On December 9, 2008, the Board approved amendments to the Statement of Terms and Conditions Applicable to Options, Restricted Stock, Restricted Stock Units and Performance Shares Granted to Employees pursuant to the 2006 Equity Incentive Plan (the "Statement of Terms") to provide that in the event of a change in control of the Company in which the acquiror assumes the obligations relating to unvested equity awards granted under such Plan and subsequently terminates an employee without cause who holds any such unvested awards within the 12-month period following such change in control, the unvested equity awards would immediately vest upon such termination of employment and become payable. A copy of the Statement of Terms, as so amended, is filed herewith as Exhibit 10.2 to this current report and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.

10.1 Executive Stock Option Plan, as amended December 9, 2008. 10.2 Statement of Terms and Conditions Applicable to Options, Restricted Stock, Restricted Stock Units and Performance Shares Granted to Employees pursuant to the 2006 Equity Incentive Plan, as amended December 9, 2008.

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