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

Richard R. Goodmanson will retire as Executive Vice President & Chief Operating Officer of the Company effective September 30, 2009. To ensure his active participation on behalf of the Company in ongoing litigation and other business matters, the Company has entered into a three-year consulting agreement with Mr. Goodmanson, effective as of his retirement, pursuant to which he shall be paid a $200,000 annual retainer plus a $2,000 per diem payment when actively involved in litigation support and business projects on behalf of the Company. The agreement with Mr. Goodmanson contains customary provisions, including a restriction on his ability to take on any work that may create a conflict of interest, non-competition and non-solicitation covenants, protection of confidential information and reimbursement of expenses associated with his performance under the agreement.
The foregoing description is qualified in its entirety by reference to the agreement, a copy of which is attached hereto as Exhibit 99.1.
Mr. Goodmanson's retirement, and the Compensation Committee's approval of the consulting agreement in anticipation thereof, were each reported previously on Forms 8-K filed with the Commission on August 13, 2009 and October 6, 2008, respectively.
Item 9.01 Financial Statements and Exhibits

(d) Exhibits The following exhibits are filed herewith:
99.1 Consulting Agreement with Richard R. Goodmanson

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