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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.

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Pursuant to the Termination Benefits Agreement, the Company must provide Mr. Lynch certain benefits (discussed below) upon any termination of his employment except (i) termination by reason of the voluntary resignation by Mr. Lynch (other than resignation for “good reason” following a change in control), (ii) termination for cause (as defined in the Termination Benefits Agreement) or (iii) termination upon normal retirement (as defined in the Termination Benefits Agreement) by Mr. Lynch. Neither permanent nor long-term disability status nor the death of Mr. Lynch is deemed a termination for purposes of the Termination Benefits Agreement. Termination with the exceptions set forth above is referred to herein as an “Eligible Termination Event.”

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Subject to Mr. Lynch’s execution of a release of claims in respect of his employment with the Company, the Company must provide Mr. Lynch the following benefits upon an Eligible Termination Event: (i) (A) periodic payment in the amount of Mr. Lynch’s then-effective base salary until Mr. Lynch has been paid one and one-half times his annual base salary at the highest rate in effect in the preceding twelve months (the “Termination Payment Amount”) or (B) in the case of a change in control (as defined in the Termination Benefits Agreement), if within twelve months following such change in control either the Company terminates Mr. Lynch’s employment without cause or Mr. Lynch resigns for “good reason” (a “Change in Control Termination”), a lump sum payment, within thirty days of the date of termination or resignation, equal to three times Mr. Lynch’s annual base salary at the highest rate in effect in the preceding twelve months, (ii) any accrued vacation pay due but not yet taken at the date of the Eligible Termination Event, (iii) continued participation (including dependent coverage) in life and disability plans, and certain other similar benefits of the Company (or similar benefits provided by the Company) (the “Benefits”) in effect immediately prior to the date of termination for a period of eighteen months from the date of termination, or thirty-six months in the case of a Change in Control Termination, to the extent allowed under the applicable

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“Good reason” is defined to be limited to material adverse changes to Mr. Lynch's terms and conditions of employment, including (1) any material diminution of Mr. Lynch's authority, duties or responsibilities; (2) any material diminution in Mr. Lynch's base salary or incentive or bonus award opportunities; (3) any material change in the geographic location at which Mr. Lynch must perform his duties for the Company; or (4) any action or inaction that constitutes a material breach by the Company of the Termination Benefits Agreement. To claim good reason, Mr. Lynch must provide timely notice to the Company which will then have an opportunity to cure the conditions claimed to create good reason.

•	Mr. Lynch shall remain eligible to receive a prorated amount (based on the number of days worked in the fiscal year) of his annual incentive cash bonus for the year in which the Eligible Termination Event occurs to the extent it is earned under the terms of the Company’s then applicable annual incentive plan.

•	In addition, upon an Eligible Termination Event, the Company will engage an outplacement counseling service of national reputation, at its own expense, to assist Mr. Lynch in obtaining employment until the earliest of (i) two years from the date of the Eligible Termination Event, (ii) such date as Mr. Lynch obtains employment or (iii) Company expenses related thereto equal $10,000.

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The initial term of the Termination Benefits Agreement expires on December 31, 2017 (the “Term”); provided, however, that the Term shall automatically extend for successive one (1) year periods on December 31, 2017 and each anniversary thereof, unless Mr. Lynch’s employment is terminated prior thereto or the Company provides written notice to Mr. Lynch of the Company’s intention not to extend the Term at least six (6) months prior to the applicable extension date.

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The Termination Benefits Agreement also contains obligations on Mr. Lynch’s part regarding nondisclosure of confidential information, return of Company property, non-solicitation of employees during employment and for a period of one year following the termination of employment for any reason, non-disparagement of the Company and its business and continued cooperation in certain matters involving the Company.

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