On January 17, 2013, the company's Board of Directors approved a modification to the company's form of indemnity agreement and authorized the company to enter into the amended form of indemnity agreement with each of its directors and senior officers. The modification to the form of indemnity agreement broadens the scope of indemnifiable expenses. Once effective, the amended indemnity agreements will supersede and replace any existing indemnity agreements between the company and such directors and senior officers. The amended form of indemnity agreement is attached to this report as Exhibit 10 and is incorporated herein by reference.

 

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

 

On January 16, 2013, the Compensation Committee of the Board of Directors of the company approved the following modifications to the compensation and eligible severance package for Robert G. Kramer, Executive Vice President, Corporate Services and Chief Financial Officer: (i) an annualized base salary and target bonus percentage for 2013 of $430,000 and 50%, effective as of January 1, 2013, and (ii) an applicable percentage benefit and applicable period of benefits for Mr. Kramer under the company's Senior Management Severance Plan of 125% and 15 months (in the case of termination in the absence of a change in control) and 200% and 24 months (in the case of termination involving a change in control). These terms for Mr. Kramer's termination benefits are consistent with the arrangements afforded to the company's other executive vice presidents.