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

(e) As described below, on December 18, 2012, Bernard J. Duroc-Danner, our President, Chairman and Chief Executive Officer voluntarily forfeited an award of 481,058 Performance Units granted on March 23, 2012.

Item 7.01. Regulation FD Disclosure.

On December 18, 2012, Mr. Duroc-Danner asked the Compensation Committee of our Board of Directors to rescind and nullify the equity award of Performance Units granted to him in March 2012. The Committee acquiesced to his request. This action was taken solely on Mr. Duroc-Danner's initiative and at his specific request and was not the Committee's initiative or preference.

Mr. Duroc-Danner expressed the view that, given the company's performance, he should take the step of forfeiting his annual equity award for 2012.

The forfeited award consisted of 481,058 Performance Units granted March 23, 2012, which would have vested January 1, 2015, subject to certain performance criteria. This comprised Mr. Duroc-Danner's entire long term incentive compensation for 2012. The award was valued for compensation accounting purposes at approximately $10.4 million, resulting in compensation expense to the company of approximately $0.9 million per quarter.

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