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

At its meeting on November 19, 2008, the Compensation Committee approved a revision of the Management Incentive Plan (the "MIP") to provide appropriate incentives to members of the Company's senior management team. The Company expects its executive officers who are named in the Company's Form 10-K to be participants in the Plan, except for Mr. DeBonis who is compensated under a sales incentive plan. The nominations occur as soon as practicable at the beginning of the year and remain effective during the entire year. The term of the MIP is one year, beginning January 1, 2009, and has three incentive periods. The first incentive period is effective January 1 through June 30, the second effective July 1 through December 31 and the third for the entire year from January 1 through December 31. The target for the first two incentive periods will be set as soon as practicable at the beginning of each incentive period. The target for the third incentive period will be set at the beginning of the second incentive period. The incentive achievement is determined after the end of each incentive period. The MIP incentive payouts require achieving a certain minimum operating profit and return on invested capital targets during the incentive period. Operating profit is based on the Company's non-GAAP operating income. Return on invested capital is calculated as non-GAAP operating income divided by net assets excluding cash.

Under the MIP, incentive payouts are calculated as a percentage of regular wages paid during the incentive period. Target payout for Mr. Quinsey will range from 0% to 75% of annual base salary with a maximum payout of 150% of annual base salary. Target payout for the remaining senior management team will range from 0 to 60% of annual base salary with a maximum payout of 120% of annual base salary. Officers will not be eligible for profit share. Officers must be in a regular, active employment status on the date of payment to receive the incentive payout.

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