Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Termination of Change-in-Control Severance Agreements with Executive Officers

As described in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on March 14, 2008, we previously entered into change-in-control severance agreements with all of our executive officers. Effective February 16, 2009, all of those agreements were terminated voluntarily by our executive officers.
Adoption of Executive Severance Plan
Effective February 16, 2009, the Compensation Committee of the Company's Board of Directors (the "Compensation Committee") adopted an Executive Severance Plan (the "Plan"). Participants in the Plan include each of our executive officers and will include any other employee who is selected, or is a member of a group that is selected, for participation by the Compensation Committee, provided that such executive officer or employee is based in the United States or Puerto Rico or is paid from the United States. However, if a person otherwise eligible to participate in the Plan is a party to an individual agreement with the Company that provides for severance benefits in the event of the termination of his or her employment with the Company, such person will not be eligible to participate in the Plan until the termination or expiration of such individual agreement. All of the Company's executive officers became participants in the Plan on February 16, 2009 except (i) Joseph M. Feczko, who will retire from the Company in April 2009, and (ii) Frank A. D'Amelio, who will become a participant in the Plan upon the expiration on September 10, 2009 of the severance agreement that he and the Company entered into at the time he joined the Company (as described in the Company's Form 8-K filed with the Securities and Exchange Commission on August 22, 2007).
Under the terms of the Plan, if a participant's employment is terminated by us without cause (as such term is defined in the Plan), the participant will be entitled to the following payments and benefits upon the execution of a release agreement provided by the Company:
• a severance payment in a minimum amount equal to one year's pay and a maximum amount equal to two years' pay, the exact amount to be based upon the participant's length of service; for this purpose, pay is defined as the participant's base salary plus target annual incentive payment for the year in which the termination occurs;
• at the participant's election, the continuation of group term life insurance at active employee rates for up to 12 months following termination at the then-current coverage amount; and
• at the participant's election if he or she is not eligible for post-retirement medical coverage, the continuation of medical coverage at active employee rates for up to 12 months following termination. Except as set forth above, benefits under all Company benefit plans and programs will terminate in accordance with the terms of those plans and programs as they normally are applied to employees who resign or whose employment is terminated by the Company. We may amend, modify, suspend or terminate the Plan and disqualify employees from eligibility under the Plan at any time for any reason or for no reason with or without notice. The foregoing discussion is qualified in its entirety by reference to the Plan, which is filed as an exhibit hereto.