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

(b) On August 10, 2012, Edward Meindl communicated his intent to resign as Chief Operating Officer of the registrant, effective September 7, 2012. During the week of August 13, 2012, the Chief Executive Officer and Co-Chairmen of the Board, respectively, had telephonic and in-person discussions with Mr. Meindl regarding proposed revisions to his employment arrangement that would secure his retention with the registrant. On August 20, 2012, the registrant concluded that the proposed revisions to Mr. Meindl's employment arrangement would not be accepted by Mr. Meindl and he would move forward with his plan to resign.

In connection with such resignation, Mr. Meindl and the registrant will adhere to the provisions of his Executive Employment Agreement, dated January 4, 2006, as amended and reinstated on March 25, 2009 and further amended on March 20, 2012, and filed as exhibit 10.5 to the 2011 Annual Report of Form 10-K filed by the registrant on March 23, 2012 and incorporated by reference herein.

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