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

Item 5.02(e) Compensatory Arrangements of Certain Officers

On May 15, 2009, the Compensation and Pension Committee of the Board of Directors (the "Compensation Committee") approved non-qualified stock option awards with performance-based vesting for certain senior managers, including John W. Gamble, Jr., Paul A. Rooke and Martin S. Canning (the "Named Executive Officers"). The Compensation Committee designed the stock option awards to promote the achievement of an essential performance goal, free cash flow, and to foster retention of certain senior managers.

The Compensation Committee awarded the following number of stock options to the Named Executive Officers: Mr. Gamble 129,000 stock options, Mr. Rooke 172,000 stock options and Mr. Canning 172,000 stock options. The stock options granted to the Named Executive Officers will become vested and exercisable only if the performance goal is met as of May 15, 2016, otherwise the stock options shall be forfeited on such date. The stock options shall become vested and exercisable as follows: 34% on May 15, 2011, 33% on May 15, 2013, and 33% on May 15, 2015 or, in each case, the date the performance goal is satisfied, if later, and subject to the Named Executive Officer's continued employment with the Company from the date of grant until the relevant vesting date. If the performance goal has been satisfied, but the Named Executive Officer's employment is terminated due to death, disability or retirement before the stock options have become vested, any unvested stock options shall become fully vested on the date of termination due to death, disability or retirement. The stock options shall expire on May 15, 2019, if not sooner forfeited or exercised.

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