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

The Company entered into an employment agreement, effective May 7, 2009, with Richard J. Doleshek. The material terms of the Agreement provide that Mr. Doleshek will: (1) receive an annual prorated base salary of $450,000; (2) be eligible to receive an annual bonus for 2009 performance when other officers receive a bonus under 2009 AMIP or AMIP II. That bonus will be tied to the same objectives and performance goals as set forth under AMIP and AMIP II with a target of 90% of his base salary, provided that in 2009 only, his AMIP bonus shall not be less than $400,000. He will not receive a bonus if his employment is terminated pursuant to one of the circumstances set forth in his employment agreement; (3) receive an option to purchase 100,000 shares of the Company's common stock that will vest in its entirety on May 7, 2012, if he is still employed by the Company; (4) receive 60,000 shares of the Company's restricted stock that will vest in equal parts on the first, second and third anniversary dates of his employment with the Company; (5) be nominated to participate in the Company's Deferred Compensation Wrap Plan and Executive Severance Compensation Plan; and (6) receive certain designated compensation in the event of termination. The term of employment begins on May 7, 2009, and ends three years after that date, provided that on the second anniversary of the agreement, and on each subsequent anniversary, the employment period will be automatically extended for one year unless either Mr. Doleshek or the Board provides the required notice to the contrary.

The restricted stock and option agreements were attached to an 8-K filed on February 17, 2009, as exhibits 99.1 and 99.5, respectively.