Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Gary A. Schnitzer has been appointed Executive Vice President, Business
Development, of the Company pursuant to the terms of an employment letter
approved by the Compensation Committee of the Board of Directors on June 29,
2009 and filed as an exhibit to this Current Report on Form 8-K. Mr. Schnitzer
served as Executive Vice President of the Company until December 31, 2008, when
he retired and entered into a consulting agreement with the Company. Mr.
Schnitzer will be a regular part-time employee, and his annual salary will be
$244,400. Mr. Schnitzer will be eligible to participate in the Company's Annual
Incentive Compensation Plan, and his target bonus under this plan for the fiscal
year ending August 31, 2009 will be 60% of his salary. The period within which
Mr. Schnitzer may exercise any stock options outstanding as of his rehire date
has been extended to the earlier of (1) 12 months following the date of Mr.
Schnitzer's retirement from employment by the Company following his rehire date
and (2) the tenth anniversary of the grant date of the option.