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

Mr. Szafran's annual base salary has been set at $365,000, his participation in the Company's Annual Incentive Program will be at a target annual bonus of 60% of base salary and he will be eligible to receive long-term incentive awards under the Company's Amended and Restated 2004 Incentive Compensation Plan (the "Incentive Plan"). In early May, Mr. Szafran will receive a grant of 40,000 Restricted Stock Units ("RSUs"), 100,000 stock options, and Performance Stock Units ("PSUs") with a value of $225,000. The PSUs may be earned based on achievement of specific Company objectives. Both RSUs and stock options will vest one third each of the first three anniversaries of the grant date. PSUs once earned will also vest one third each of the first three anniversaries of the grant date. All of these grants will be subject to continued employment and other terms and conditions under the award.

Mr. Szafran is also entitled to participate in, or be compensated in accordance with, the plans and programs available generally to the Company's executive officers, including but not limited to, the Company's Executive Continuity and Protection Program and Deferred Income Plan. Information relating to awards made under the Incentive Plan and such other plans and programs may be found in the Company's proxy statement for the 2012 annual meeting of stockholders filed April 6, 2012.

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