Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
(b) On February 27, 2009, the Company announced that Ms. Mae Towada resigned
from the Company's Board of Directors effective February 23, 2009. Ms. Towada
was an Independent Director, Chairman of the Nominations and Governance
Committee and a member of the Audit, Compensation and Merger and Acquisition
Committees. Ms. Towada had no disagreement with the Company on any matter
relating to the Company's operations, policies or practices. Ms. Towada stated
that she needed to devote her time as CEO to her businesses.
A copy of the press release, dated February 27, 2009, announcing this
resignation is attached hereto as Exhibit 99.1 and incorporated by reference
herein.
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