Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with its management succession plan, on February 27, 2008 the Company announced that Paul C. Reyelts, Executive Vice President, would retire at the end of 2009, and Lori A. Walker was appointed Senior Vice President and Chief Financial Officer. Mr. Reyelts was Chief Financial Officer from April 1982 through February 2008 and has served in numerous leadership roles for 27 years.

On February 25, 2009, the Company and Mr. Reyelts entered into an agreement regarding his retirement and services to be provided by Mr. Reyelts after his retirement. Mr. Reyelts will remain available to the Company through December 31, 2010, as requested by the Chairman and CEO, to assist with such business matters as the Chairman deems appropriate. He will continue to receive his current base salary for his services during this period.

Under the agreement, Mr. Reyelts will not receive any stock options, restricted stock or an annual incentive cash bonus for 2009 or future years. He will receive an amount in January 2010 with respect to the Company's former Long Term Incentive Plan related to fiscal years 2007 - 2009. He will also be entitled to certain retirement benefits provided in the Company's benefit plans, including full vesting of his existing stock options and restricted stock and retiree medical coverage.