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

On July 26, 2012, the Compensation Committee of the Board of Directors approved the additional compensation for Daniel P. Kelly, the Company's acting President and Chief Executive Officer, in recognition of Mr. Kelly's increased responsibilities and to ensure continuity in what may otherwise be a disruptive period until the Company names a permanent successor to the Company's prior President and Chief Executive Officer, Rob Pullen, who passed away on July 2, 2012.

The additional compensation Mr. Kelly will be eligible to earn is:

1) A recognition and retention payment of $100,000, payable on December 31, 2012;

2) A recognition and retention payment of $100,000, payable on December 31, 2013;

3) 150,000 RSUs granted under the Company's 2004 Amended and Restated Incentive Compensation Plan, which RSUs will vest in equal annual installments over three years.

Mr. Kelly will be entitled to such amounts provided Mr. Kelly does not voluntarily terminate his employment or is not terminated for cause prior to the dates identified above.

Additional information regarding Mr. Kelly's compensation may be found in the Company's Proxy Statement for the 2012 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 6, 2012.

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