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

The Company entered into a Settlement Agreement with Stephen J. Scarborough, its former, Chairman, Chief Executive Officer and President, which became effective June 10, 2009. The settlement agreement concludes the dispute between the Company and Mr. Scarborough regarding Mr. Scarborough's employment related claims for over $23 million in damages from the Company. In exchange for a mutual release, the payment of Mr. Scarborough's attorney's fees, the additional payment of $1 million dollars, and the extension of the vesting period on 280,000 stock options granted on February 7, 2008 from April 4, 2010 to December 31, 2013, Mr. Scarborough agreed to dismiss with prejudice all of his claims against the Company.

A copy of the settlement 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 Stephen J. Scarborough Settlement Agreement

---