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

On March 18, 2009, the Compensation Committee of the Board of Directors approved amendments to the Performance-Based Restricted Stock Unit Agreements between the Company and certain Company employees, in order to extend the performance period during which the Performance-Based Restricted Stock Units ("RSUs") granted pursuant to those agreements may vest. The end date of the performance period was changed from June 30, 2011 to June 30, 2013.

The Performance-Based RSUs vest in three equal amounts, with the vesting of each amount being contingent upon the Company's achievement of one of three progressively higher non-GAAP net income targets (as measured on a trailing-four-quarter basis). To the extent that the Company has not achieved one or more of the non-GAAP net income targets by June 30, 2013, the portion of the award that would have vested upon the achievement of the applicable target will be cancelled. Upon vesting, each Performance-Based RSU will be converted into one share of the Company's common stock.

The foregoing description of the Performance-Based RSUs does not purport to be complete and is qualified in its entirety by reference to the form of Performance-Based RSU award agreement, as amended, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

10.1 Form of Performance-Based Restricted Stock Unit Agreement, as amended.

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