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

•	The duties and title of Mr. Fox in Section 3A is changed to those of the president and chief operating officer.

•	Mr. Fox’s base salary in Section 4A is increased to $500,000 per annum.

•	Mr. Fox’s annual bonus target in Section 4B is increased to $500,000.

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•	on a date that is within five days after the date which is six months after the date of termination, the Company will pay Mr. Kaiser in a lump sum cash payment an amount equal to 2.0 times the amount of his annual base salary rate then in effect;

•	for the purposes of any outstanding stock options, outstanding restricted stock or other incentive awards, Mr. Kaiser’s employment shall not be deemed to have terminated until the end of the two-year period commencing with the termination of the Kaiser Employment Agreement (the “Current Term”);

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if applicable, an amount equal to the sum of (a) any forfeitable benefits of Mr. Kaiser under any nonqualified pension, profit sharing, savings or deferred compensation plan that would have vested prior to the end of the Current Term if the term of his employment had not been terminated, plus (b) any additional vested benefits which would have accrued under any nonqualified defined benefit pension plan if the term of his employment had not been terminated prior to the end of the Current Term and if Mr. Kaiser’s base salary and bonus target had not increased or decreased after such termination, will be payable by the Company at the same time and in the same manner as such benefits would have been paid under such plan or plans had such benefits vested and accrued under such plan or plans at the time of the termination of his employment (the “Nonqualified Benefit”);

•

if applicable, an amount equal to the sum of (a) any forfeitable benefits of Mr. Kaiser under any qualified pension, profit sharing, 401(k) or deferred compensation plan that would have vested prior to the end of the Current Term if the term of his employment had not been terminated, plus (B) any additional vested benefits which would have accrued for him under any qualified defined benefit pension plan if the term of his employment had not been terminated prior to the end of the Current Term, and if Mr. Kaiser’s base salary and bonus target had not increased or decreased after such termination, will be paid by the Company from its general assets (and not under such plan or plans) in one lump sum within five days after the date which is six months after such termination of employment (the “Qualified Benefit”); and

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for the remainder of the Current Term, the Company will continue to provide Mr. Kaiser with medical, dental and vision coverage that is comparable to the medical, dental, and vision coverage provided to Mr. Kaiser immediately prior to the termination of the Kaiser Employment Agreement (the “Medical Benefit”) (with the cost of all such benefits shared between Mr. Kaiser and the Company on a basis comparable to the cost-sharing of such benefits immediately prior to the termination of the Kaiser Employment Agreement). To

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•	within five days after the date which is six months after the date of Mr. Kaiser’s termination of employment, the Company will pay Mr. Kaiser in a lump sum cash payment an amount equal to the product of multiplying (a) the sum of his annual base salary rate and his annual bonus target, in each case, as then in effect by (b) 2.5;

•	any outstanding stock option or other outstanding incentive award that is not vested and exercisable at the time of such termination will become vested and exercisable and the restrictions applicable to all outstanding restricted stock shall lapse upon termination of the Kaiser Employment Agreement; and

•	Mr. Kaiser will be entitled to the Nonqualified Benefit, the Qualified Benefit, the Medical Benefit, and, to the extent applicable, the Post-Retirement Medical Benefit.

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