Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of June 30, 2009, Richard A. Manoogian is retiring from his position as Executive Chairman, but will continue as Chairman of the Company's Board of Directors. In addition to chairing the Board of Directors, Mr. Manoogian will continue to be involved with corporate strategy and other Company business matters as well as external activities and relations, including those with business, government and community leaders.
Mr. Manoogian's compensation as a continuing non-employee Director will be the same as the compensation of other non-employee Directors, and he will receive a cash retainer for his services as Chairman at an annual rate of $350,000. The Company will continue to provide business and personal support arrangements substantially comparable to the arrangements described in the Company's Proxy Statement.

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