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

On October 9, 2009, the Registrant's Compensation Committee awarded an aggregate of 13,550 shares of Restricted Stock to three executive officers of the Registrant under its 2001 Restricted Stock Plan. All of such shares of Restricted Stock will vest in three equal installments over three years, beginning October 9, 2010, provided that the employee is then employed by the Registrant or one of its subsidiaries. There are no specific performance goals or business criteria that must be met for the employees to receive such shares. All of the shares of Restricted Stock were awarded pursuant to Restricted Share Agreements in the form filed as Exhibit (d)(2) to the Registrant's Schedule TO filed with the Commission on June 12, 2001. Included in the awards of Restricted Stock were the award of 7,500 shares to Allen Carlson, President and Chief Executive Officer; 3,025 shares to Tricia Fulton, Chief Financial Officer; and 3,025 shares to Tim Twitty, Officer.

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