| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 13, 2012, the Company’s Board of Directors appointed Stacey L. Moran, the Company’s Vice President – Finance, Chief Financial Officer, Secretary and Treasurer, as a Class III director to fill the vacancy in the Board resulting from the previously reported resignation of Kenneth A. Paladino. Ms. Moran will stand for election at the Company’s 2012 Annual Meeting of Stockholders scheduled to be held on May 15, 2012. There were no arrangements or understandings between Ms. Moran and any other person pursuant to which Ms. Moran was selected as a director of the Company. Ms. Moran has not been, and is not expected to be, named to any committee of the Board of Directors. There are no transactions to which the Company or any of its subsidiaries is a party and in which Ms. Moran has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.
On April 13, 2012, the Company entered into Amended and Restated Termination Severance Agreements with Stacey L. Moran, the Company’s Vice President – Finance, Chief Financial Officer, Secretary and Treasurer, and David E. Foley, Vice President – Technology, to amend the period during which severance pay would be paid to them, subject to the terms and conditions of the agreement, from six months to one year.
The Amended and Restated Termination Severance Agreements of Ms. Moran and Mr. Foley are annexed to this Report as Exhibits 99.1 and 99.2, respectively, and the foregoing discussion is qualified, in its entirety, by reference thereto.
