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

Compensation Program for Directors

On November 16, 2009, the Company's Board of Directors (the "Board") approved a revised director compensation program effective November 16, 2009. Under the revised director compensation program, each non-executive director will be paid an annual cash retainer of $50,000. The Non-Executive chairperson of the Board will receive an annual cash retainer of $35,000, and the chairperson of the Audit Committee will receive an annual cash retainer of $15,000. The chairperson of each of the other committees will receive an annual cash retainer of $7,500. In addition, each non-executive director (other than G. Edward Evans) was granted 8,347 shares of restricted stock. Mr. Evans, who joined the Board on October 30, 2009, was granted 4,174 shares of restricted stock. Half of the restricted stock will vest on the first anniversary of the grant, and the remaining restricted stock will vest on a monthly basis over the subsequent 12 months. Furthermore, the Company will indemnify each director and reimburse each director for business expenses pursuant to the policies described in the Company's Proxy Statement filed with the Securities and Exchange Commission on May 28, 2009.

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