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

On May 19, 2009 the Company entered a separation agreement with Eric R. Stearns, Executive Vice President ("Agreement"). The effective date of this resignation is June 18, 2009 ("Termination Date"). The Company has acknowledged that Mr. Stearns' resignation constitutes "good reason" under the terms of his current employment agreement, as a result of significant changes in his responsibilities. Within 30 calendar days following the Termination Date, the Company is required to pay Mr. Stearns a lump sum in cash of $2,001,000, in accordance with the provisions of his employment agreement and the Agreement. Additionally, the Agreement acknowledges that 14,500 shares of restricted stock will become fully vested on the Termination Date. The Company will pay to Mr. Stearns his retirement benefits that he earned while an employee of the Company in accordance with the terms of his employment agreement.