Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 13, 2012, John G. Sanderson, President, Business Strategy, informed
the Company that he will retire from the Company effective December 31, 2012. In
recognition of Mr. Sanderson's service to the Company, the Compensation
Committee accelerated the vesting of restricted stock granted to him in 2010 and
portions of restricted stock grants awarded to him in 2011 and 2012, and the
Committee waived the requirement that he remain employed throughout the
performance period for all of the performance shares awarded to him for the
2011-2013 period and a portion of the performance shares awarded to him for the
2012-2014 period.