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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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Mr. Gudbranson’s salary will be increased to $750,000 on an annualized basis, for the period (the “Interim CEO Period”) commencing on August 1, 2014 (the “Start Date”) and ending on the earlier of (1) 12 months after the Start Date or (2) the effective date (the “New CEO Commencement Date”) on which a new President and Chief Executive Officer of the Company commences employment with the Company on a non-interim basis;

•	Mr. Gudbranson’s target incentive amount under the Company’s Executive Incentive Bonus Plan will be increased to 100% of his salary for the Interim CEO Period;

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Mr. Gudbranson will be granted such number of shares of time-based restricted stock (the “Special Restricted Stock Award”) under the Company’s 2013 Equity Compensation Plan (the “2013 Plan”) as shall equal $250,000 divided by the closing price per share of the Company’s common shares as quoted on the New York Stock Exchange on August 1, 2014, to be granted on the Start Date and subject to vesting based on the following schedule: 50% on November 15, 2015, 25% on November 15, 2016 and 25% on November 15, 2017; and

•	Mr. Gudbranson will receive severance protection terms (and agreed to forego his existing severance protection rights under his offer letter agreement with the Company) which provide for the following:

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(A)

if Mr. Gudbranson is terminated without cause or resigns for good reason (each as defined in the Employment Agreement) during the period commencing on the Start Date and ending 12 months after the New CEO Start Date (the “Protected Period”), he would receive (i) 18 months of salary continuation at the rate of $430,700 annually, and (ii) acceleration of vesting of the Special Restricted Stock Award; and

(B)	if Mr. Gudbranson is terminated without cause (as defined in the Employment Agreement) after the Protected Period, he would receive 18 months of salary continuation at the rate of $430,700 annually, plus a prorated amount of any bonus, if any, that is ultimately earned with respect to the year of termination.

•	Mr. Blouch will be paid retirement benefits at a rate equal to 50% of his current salary (which salary is $875,000 annually) payable upon retirement, in accordance with the Company’s regular payroll cycle, for periods aggregating up to 18 months following retirement.

•	In further recognition of his retirement, Mr. Blouch will be paid a retirement benefit in the amount of $18,888.88 per month, payable upon retirement for periods aggregating up to 18 months following retirement.

•	Mr. Blouch will be paid an additional amount of $875 per month in lieu of certain welfare benefits he would have been entitled to had he remained an employee, for periods aggregating up to 18 months following retirement.

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The Company has amended certain of Mr. Blouch’s outstanding time-based restricted stock awards granted under the Company’s equity compensation plans to provide that such awards will continue to vest in accordance with the terms of the applicable award agreement through January 31, 2015. As a result, Mr. Blouch will vest in an aggregate of 16,100 shares of restricted stock as of November 15, 2014. Effective February 1, 2015, all remaining unvested time-based restricted stock will be forfeited by Mr. Blouch in accordance with the terms of the applicable award agreement. Pursuant to the existing terms of the award, Mr. Blouch also will be entitled to seven months of prorated vesting of the 20,800 performance-based restricted shares he was granted in March 2014, subject to the Company’s achievement of the specified performance goals over the three-year period ending December 31, 2016, and otherwise as provided and to the extent set forth in the applicable performance share award agreement.

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The Company has amended certain of Mr. Blouch’s outstanding stock options granted under the Company’s equity compensation plans to provide that stock options representing (1) an aggregate of 12,500 unvested common shares at an exercise price of $25.24 per share, (2) an aggregate of 49,850 unvested common shares at an exercise price of $24.45 per share, and (3) an aggregate of 75,000 unvested common shares at an exercise price of $13.37 per share, will continue to vest pursuant to the schedule provided in the applicable option agreement and will remain exercisable

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•	The Company will reimburse Mr. Blouch for up to $40,000 of his legal fees and expenses incurred in connection with his retirement and the Retirement Agreement.

•	If a change in control of the Company occurs on or before January 31, 2016, any unpaid retirement benefit amounts under the Retirement Agreement will accelerate and be payable to Mr. Blouch following the change of control.

•	Mr. Blouch will continue as a participant in the Company’s death benefit only insurance plan at 1x his current salary (which salary is $875,000 annually) and otherwise in accordance with the terms of the plan.

•	Mr. Blouch will become entitled to any benefits he has accrued under the Company’s retirement benefit plans upon his retirement. Mr. Blouch’s further participation as an active employee under the retirement benefit plans will cease as of his retirement and he will not be entitled to any additional benefit accruals under the plans.

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