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

On December 19, 2008, the Compensation Committee of the Board of Directors of the Company approved an amended Employment Agreement for Roger L. Fix, President and Chief Executive Officer. Mr. Fix's existing agreement, dated April 1, 2003, was amended primarily to conform its provisions to the requirements of Section 409A of the Internal Revenue Code.

The Agreement was also amended to clarify that it would continue in effect until either party terminated it, which can be done upon giving thirty (30) days' notice to the other party.

To insure compliance with Section 409A, the agreement was amended to provide that the portion of severance paid to Mr. Fix upon an involuntary termination of his employment without "cause," as defined in the agreement, or following his becoming disabled, that exceeds twice the maximum amount recognized under
Section 401(a)(17) of the Internal Revenue Code would be paid in a lump sum within five (5) days after termination.

The agreement also clarifies and better defines for Section 409A purposes the situations in which Mr. Fix can resign his employment under Section 15.A.(ii) of the agreement following a change in control and receive the compensation and benefits provided if he were to be involuntarily terminated following a change in control. In addition, the agreement has been amended so that medical and life insurance benefits continued upon termination following a change in control and any reimbursement of tax gross-up payments are made in compliance with the requirements of Section 409A. None of the amendments made to comply with
Section 409A increase the benefits payable to Mr. Fix or liberalize the circumstances in which he can receive them.