ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(a), (d), (e) and (f) Not applicable.
(b) The disclosure provided under Item 5.02(c) below is incorporated herein by
reference.
(c) As previously disclosed, effective as of October 7, 2009, John A. Kollins
has resigned from his positions as the Company's Chief Executive Officer and
member of the Board of Directors. The Company entered into a separation
agreement with Mr. Kollins on October 28, 2009, a copy of which is attached
hereto as Exhibit 99.1. The effective date of the separation agreement is
November 5, 2009. In accordance with Mr. Kollins' separation agreement with the
Company, Mr. Kollins will (i) receive a severance payment of $350,000, payable
over one year in 26 equal installments, (ii) be reimbursed for premiums paid to
continue group health coverage pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985, or COBRA, through the earlier of November 4, 2011,
or the date on which Mr. Kollins becomes eligible for medical and dental
coverage with another employer, and (iii) receive a one-time payment of $20,000
to cover legal fees and/or office expenses. The separation agreement also
provides for, among other things, specified ongoing obligations on Mr. Kollins'
part relating to maintenance of Company confidential information.