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

On February 10, 2009, at the same time that grants of stock options were made to a number of officers and other key employees, the Compensation Committee recommended and the Board of Directors approved the grant to Stephen P. MacMillan, the Company's President and Chief Executive Officer, of a stock option to purchase 150,000 shares of the Company's Common Stock at an exercise price of $42.00 per share (the closing price as reported by the NYSE Composite Transactions on February 9, 2009). The option has a ten-year term, vests as to 30,000 shares on each of the first five anniversaries of the date of grant and is subject to the other terms and conditions generally applicable to options granted to other officers and key employees.

On February 10, 2009, the Compensation Committee awarded an aggregate of 99,000 restricted stock units under the Company's Long-Term Incentive Plan to nine members of senior management, including 15,000 restricted stock units to each of Curt R. Hartman, Vice President, Finance, and Andrew Fox-Smith, Group President, International. Mr. MacMillan did not receive a restricted stock unit award. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Company. Settlement of the restricted stock units will be made in shares of the Company's Common Stock upon vesting, which will occur generally as to 16.67% of the shares on February 10, 2010, 33.33% of the shares on February 10, 2011 and the remaining 50% of the shares on February 10, 2012. Under the terms of the restricted stock units, vesting will be accelerated in the event of termination of employment by reason of disability or death but will otherwise cease upon termination of employment or a significant decrease of the recipient's role and/or responsibilities with the Company. The restricted stock units do not include dividend equivalent rights.