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 31, 2008, the Company filed a Current Report on Form 8-K relating to a Change in Control Agreement (the "Agreement") with each Executive. Annex A to the form of Change in Control Agreement relating to Henrik C. Slipsager is different than the form for the other Executives in that it provides upon a Change in Control (as defined in the Agreement) for a lump sum payment in an amount equal to three times, rather than two times, the sum of (A) Base Pay (as defined in the Agreement) at the rate in effect for the year in which termination occurs plus (B) Incentive Pay Target (as defined in the Agreement) or if the Incentive Pay Target shall not have been established or shall be reduced after a Change in Control, the highest aggregate Incentive Pay Target as in effect for any of the three years immediately preceding the year in which the Change in Control occurred. as in effect for any of the three fiscal years immediately preceding the year in which the Change in Control occurred. A copy of Annex A relating to the Change in Control Agreement for Mr. Slipsager 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 Annex A for Change in Control Agreement for Henrik C. Slipsager.

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