ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On June 1, 2009, the Company entered into an Employment Agreement with its President and Chief Executive Officer, Kenneth L. Campbell. The employment agreement sets forth an annual base salary of $850,000, eligibility for Company health and welfare benefits and future executive bonus programs, provides for the payment of a sign-on award of $1.7 million (payable in two installments of $850,000 contingent upon Mr. Campbell's continued employment with the Company as of December 31, 2009 and 2010), the reimbursement of relocation expenses associated with moving Mr. Campbell's primary residence from New York to California, severance equal to 3 times Mr. Campbell's base salary and acceleration of the vesting of unvested stock options if Mr. Campbell's employment is terminated without cause or for good reason prior to January 1, 2012, and a stock option grant. Mr. Campbell's stock option grant consists of an aggregate of six million stock options (1 million with an exercise price equal to the Company's closing price on June 2, 2009, 2 million with an exercise price of $3.05 and 3 million with an exercise price of $4.10). One quarter of each tranche of this option was immediately vested upon issuance, with the remaining three quarters vesting on each of January 1, 2010, 2011, and 2012.

A copy of Mr. Campbell's employment agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

10.1 Kenneth L. Campbell Employment Agreement

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