In connection with the resignation of Dr. Bernd Matthes, the Company and Dr. Matthes entered into a separation agreement dated August 7, 2009. Under the terms of the agreement, Dr. Matthes will receive a separation payment of $304,000 and $304,000 in payment of the vacation obligations owed to him and as partial consideration for his non-competition agreement and release. In addition, he will be eligible to receive a pro-rated bonus award with respect to 2009, a pro-rated performance share award with respect to 2009, and six months of outplacement services. In connection with the foregoing, Dr. Matthes agreed, for a period of 18 months, not to seek employment with, or become financially interested in, certain competitors of the Company and released the Company from liability with respect to any potential claims arising from his employment with the Company and its subsidiaries. A copy of the agreement is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibits are being filed as part of this Report.

               Exhibit
               Number                   Description

                99.1     Separation Agreement dated August 7, 2009