The Change of Control Agreement is for an initial three-year period and provides that if, within three years following a change of control of the Company, Mr. Young is terminated without cause or voluntarily terminates for good reason, he will be entitled to (i) salary and pro rata bonus then due, (ii) a lump sum payment equal to two times his annual salary and bonus, and (iii) the payment of his deferred compensation and accrued vacation. Mr. Young will also be entitled to continuation of benefits under the Company's welfare benefit plans for two years after termination. The Company has previously entered into Change of Control Agreements with each of its other executive officers.

Indemnification Agreement

The Indemnification Agreement requires the Company to indemnify Mr. Young, to the full extent permitted by law, against any and all expenses, judgments, fines, penalties and settlement amounts incurred in connection with any claim against Mr. Young arising out of the fact that Mr. Young is or was a director, officer, employee, trustee, agent or fiduciary of the Company or is or was serving in any such capacity with any other entity, at the Company's request. The Indemnification Agreement also requires the Company to advance expenses to Mr. Young prior to the settlement or final judgment of any such claim, provided that Mr. Young agrees to reimburse the Company if it is ultimately determined that Mr. Young is not entitled to be indemnified by the Company.

The Indemnification Agreement also requires the Company to maintain directors and officers liability insurance coverage for Mr. Young or, to the full extent permitted by law, to indemnify him for the lack of insurance coverage. The Company has previously entered into Indemnification Agreements with each of its other executive officers and each of its directors.

(c)        On January 27, 2009, the Board, upon recommendation of the Management Organization & Compensation Committee (the "Compensation Committee") appointed Kenneth L. Young as the Company's Vice President and Chief Financial Officer, effective immediately. Mr. Young had served as interim Chief Financial Officer of the Company since October 17, 2008 and as Treasurer of the Company since joining the Company in January 2006. Prior to joining the Company, Mr. Young served as the Finance Director of Insituform Technologies, Inc., a provider of trenchless sewer rehabilitation, tunneling and industrial pipe linings and a publicly-traded company, from August 2005 to December 2005, where he supervised the treasury and financial services functions. Prior to joining Insituform, Mr. Young was employed for 16 years at MEMC Electronic Materials, Inc., a silicon wafer manufacturer and a publicly-traded company, where he served as Treasurer from 1994 to July 2005. Prior to joining MEMC in 1989, Mr. Young spent 16 years at the Farm Credit Banks of St. Louis, an agricultural lending institution, most recently as Vice President - Finance. Mr. Young is 57 years old.

In connection with Mr. Young's appointment, the Compensation Committee approved an increase in Mr. Young's annual base salary to $225,000, effective immediately. In addition, Mr. Young was granted shares of restricted stock as set forth in Item 5.02(e) below and the Company entered into a Change of Control Agreement and an Indemnification Agreement with Mr. Young as described in Item 1.01 above.

(e)         On January 27, 2009: (i) the Board, upon recommendation of the Compensation Committee, approved the grant of shares of restricted stock to Jon P. Vrabely, the Company's President and Chief Executive Officer, as set forth in the table below, and (ii) the Compensation Committee approved the grant of shares of restricted stock to certain other named executive officers and to Mr. Young as set forth in the table below.

The restricted shares were granted under the Company's Amended and Restated 2005 Executive Incentive Compensation Plan. The restricted shares vest over three years, assuming continued employment, with one-third of the shares vesting on each of the first three anniversaries of the grant date.

Salary Actions