Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Form of Change in Control Agreement with Henrik C. Slipsager, President and Chief Executive Officer , James S. Lusk, Executive Vice President and Chief Financial Officer, James P. McClure, Executive Vice President, and Steven M. Zaccagnini, Executive Vice President
On December 30, 2008, the Company entered into a Change in Control Agreement (the "Agreement") with each Executive. The Agreement amends and restates each Executive's prior severance agreement (1) with respect to Messrs. Lusk, McClure and Zaccagnini, to reflect changes required to comply with the provisions of Sections 409A and 162(m) of the Internal Revenue Code, and (2) with respect to each Executive, to amend the definition of "Cause" set forth in the Change in Control Agreement. Mr. Slipsager's prior severance agreement had been amended in July 2008 to reflect changes required to comply with Sections 409A and 162(m). A copy of the form of the Change in Control Agreement is filed herewith as Exhibit 10.1 to this current report and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Form of Amended and Restated Executive Change in Control Agreement.

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