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

Compensation Program for Non-Employee Directors

On May 14, 2009, the Company's Board of Directors approved a revised compensation program for the non-employee directors effective July 1, 2009. Under the revised non-employee director compensation program, each non-employee director will be paid an annual retainer of $75,000. For the year beginning July 1, 2009 and ending June 30, 2010, the annual retainer will be paid by (i) the issuance of 600 shares of the Company's common stock pursuant to the Company's 2001 non-employee Directors Equity Compensation Plan, as amended (valued as of the May 14, 2009 grant date at a total of $8,442) and (ii) quarterly payments of $16,639.50 in cash. At the 2010 Annual Meeting, the Company will ask its stockholders to approve a plan under which the $75,000 annual retainer will be paid 50% in cash and 50% in common stock of the Company. The chairperson of the Audit Committee will continue to receive an annual cash retainer of $15,000, and the chairperson of each of the other committees will now receive an annual cash retainer of $7,500.

Each non-employee director will continue to be paid $1,500 for each Board meeting attended. The Audit Committee chairperson will continue to receive $2,000 for each Audit Committee meeting attended, and other members of the Audit Committee will continue to receive $1,500 for each Audit Committee meeting attended. Members of all other committees will receive $1,000 for each meeting attended. In each case, the non-employee director will be reimbursed for his or her expenses in connection with attendance at each meeting. No other changes were made to non-employee director compensation.