dw - Interesting new Restricted Stock (performance) plan

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

(e)(1)                    In June 2007
the Board approved  a new restricted
stock program to be administered under the Company’s 2004 Stock Incentive Plan
and under which amounts awarded are based in part on improvements to what the
Company refers to as modified economic profit (“MEP”) and which considers the
dollar amount of wealth that has been created or lost in a reporting period.
MEP is a financial performance measure that calculates the profits that remain
after considering an assumed cost of capital 
It equals income from operations, net of taxes, less the product of
total capital employed in our business times cost of capital, which for
purposes of the new program is estimated at 11%. While subject to change, it is
assumed that this amount will remain constant from year to year.    Total capital represents current assets (excluding
cash) less current liabilities plus the book value of plant, property and
equipment, plus goodwill and other long term assets.  For purposes of the plan, the Company
includes amounts payable under annual awards in determining income from
operations.   Under the program, subject
to the availability of shares under the 2004 Stock Incentive Plan,  restricted stock awards will be made each
year (commencing in Fiscal 2009) and generally will be based on a percentage
(approximately 85.7%) of the increase in MEP over the prior year. However, the
maximum grant date market value of the awards made for any year to all
participants will be $4.5 million and the minimum grant date market value made
in any year to all participants, including years in which the change in MEP is
negative,  will be $1.5 million. The
actual number of shares issued to all participants with respect to a fiscal
year will be determined on the date the Committee certifies the change in MEP
for such year.  Shares awarded will vest
in 5 years and will pay dividends during the vesting period. Provisions for
forfeiture and accelerated and pro rata vesting generally are similar to those
under the guidelines for the Company’s outstanding performance accelerated
restricted stock awards.

MEP was negative for
fiscal 2008, and consistent with this program, at its meeting on August 28,
the Human Resources and Compensation Committee of the Board approved restricted
stock awards relating to an aggregate of 296,441 shares under the Company’s
2004 Stock Incentive Plan, including awards for the number of shares indicated
to the Company’s principal executive officer, principal financial officer and
named executive officers as follows: 
Laidacker M. Seaberg - 0;  Timothy
W. Newkirk – 17,695;  Robert Zonneveld –
10,772; Randy M. Schrick - 13,530; Brian T. Cahill – 13,072;  Donald Coffey – 10,834.

(e)(2)                    At its meeting
on August 28, the  Human  Resources and Compensation Committee
determined to waive minimum vesting conditions and to permit accelerated
vesting on a prorata basis with respect to performance accelerated restricted
stock awards previously granted to four employees who had retired, were
disabled or who were involuntarily terminated without cause, including Ladd
Seaberg, who retired as an employee on June 30.  As a result of this action, Mr. Seaberg
received  27,029 shares out of a total
of  65,000 shares  previously granted under awards affected by
this action.

SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.