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

Effective January 1, 2009, Deborah A. Rosen, Vice President, Chief Legal Officer and Secretary of the Company, entered into an employment agreement with the Company. The agreement replaces a prior employment agreement which expired on December 31, 2008.

Under the agreement, Ms. Rosen will remain employed in her current capacity, at not less than her current base salary, and with continued participation in all compensation and benefit plans in which senior executives of the Company are generally eligible to participate, unless and until the agreement is terminated by either party upon the providing of at least thirty (30) days' advance written notice.

The agreement also provides that upon termination of her employment or resignation for certain specified reasons following a change in control of the Company, she shall be entitled to a lump sum payment equal to one years' base salary plus the most recent annual incentive bonus paid to her.

A copy of the Employment Agreement between Ms. Rosen and the Company is attached hereto as Exhibit 10.