Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with Jeffrey M. Zalla's resignation as Chief Financial Officer of
the Company, Mr. Zalla and the Company have entered into a separation agreement,
which became fully effective as of December 9, 2009. Pursuant to the separation
agreement, Mr. Zalla has agreed to cooperate with the Company with respect to
specified transition matters and has also agreed to confidentiality,
non-competition and non-solicitation covenants in favor of the Company. Mr.
Zalla has also agreed to a general release of the Company. In exchange for the
foregoing, the Company has agreed to provide Mr. Zalla with benefits under the
terms of the Company's Executive Officer's Severance Pay Plan (filed as Exhibit
10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2008).
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