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

Effective December 15, 2008, the compensation committee of our board of directors approved grants of long-term incentives to our named executive officers under our 2008 Global Stock Incentive Plan. Among other items, these included grants of both performance-based restricted stock units ("PSUs") and performance cash units ("PCUs"). The PSU grants were made on terms that are different than the terms of previous PSU grants. The new PSU vesting formula provides that vesting of 75% of the value of the PSU is based upon the achievement of a one-year earnings per share ("EPS") target, while the remaining 25% is based upon the achievement of the cumulative three-year EPS target.

For fiscal 2009, we introduced PCUs, a new form of long-term incentive vehicle. A PCU is an award that converts into cash (U.S. dollars) on a one dollar for one unit basis when certain pre-established vesting criteria are met. Identical to the PSU, vesting of PCUs is contingent on both continued employment during the vesting period and the company-wide achievement of pre-established adjusted EPS targets over one and three-year performance measurement periods. The PCUs granted during fiscal year 2009 include a payout range from 0% to 200% of the targeted amount of the PCU award.

We plan to file the new forms of the award agreements for both the PSUs and the PCUs as exhibits to our quarterly report on Form 10-Q for our first quarter of fiscal 2009.

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