Item 8.01 Other Events
Following its review of the recent RiskMetrics Group analysis of the proposals to be submitted to stockholders at the Company's 2009 Annual Stockholders Meeting, the Company's Board of Directors on May 7, 2009 determined that it intends to approve at its meeting immediately following such annual meeting (1) an amendment of section 5.6 of the Company's Amended and Restated 2002 Equity Incentive Plan to provide that no underwater options will be repurchased, repriced or replaced without the prior approval of the stockholders of the Company and further to provide that no underwater options will be repurchased for cash without the prior approval of the stockholders of the Company; and (2) an amendment of the Company's 1999 employment agreement with Larry Hsu, the Company's President and Chief Executive Officer, to provide that the termination payments provided by section 4.2 thereof shall be payable following a Change in Control of the Company only upon the simultaneous or subsequent actual or constructive termination of Dr. Hsu's employment by the Company. Dr. Hsu has agreed to such amendment.

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