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

(d) Election of Directors

On July 1, 2009, James S. Balloun, 71, John S. Day, 60, and Neil Williams, 73, were appointed as non-executive members of the Board of Directors (the "Board"), effective immediately. Each of Messrs. Balloun, Day and Williams became members of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee upon their appointment to the Board.

There is no information to report regarding Messrs. Balloun, Day or Williams' transactions with related persons required by Item 5.02(d)(4) of Form 8-K.

Under our arrangements for director compensation, each non-executive director has received a one-time initial fee of $5,000 paid in cash, and will receive an annual base fee for his services of $25,000 paid in cash and an annual deferred director fee of $25,000 paid in restricted shares of our common stock under our equity incentive plan, which may not be sold or transferred during the non-executive director's service on our Board. Both base and deferred director fees will be paid in installments on a quarterly basis. We will also reimburse each of our directors for their travel expenses incurred in connection with their attendance at full Board and committee meetings.

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