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

(c) and (e)

As previously reported, on April 19, 2012, the Board of Directors of the Company appointed Mark J. Foley as the Company's interim President and Chief Executive Officer. At the time of the filing of the Original Form 8-K, the compensation associated with Mr. Foley's interim position had not yet been determined by the Compensation Committee of the Board of Directors. The Compensation Committee of the Board of Directors met on April 27, 2012, and approved the entry into a consulting agreement with Mr. Foley, retroactively effective as of April 13, 2012 (the "Agreement"). The Agreement provides for a term of six months (the "Term"), which term may be extended by written agreement of the parties.

Pursuant to the Agreement, Mr. Foley will receive a fee of $50,000 per month during the Term for his service as Interim Chief Executive Officer. In addition, Mr. Foley will receive options to purchase 128,352 shares of the Company's common stock and 128,351 Restricted Stock Units ("RSUs") pursuant to the Company's 2011 Equity Incentive Plan, which options and RSUs will vest over the Term in equal one-sixth installments, provided Mr. Foley remains in service with the Company. If the Company terminates Mr. Foley's employment without cause (as such term is defined in the Agreement), Mr. Foley will be entitled to (i) a lump sum payment equal to the monthly fees Mr. Foley would have received through the end of the Term and (ii) accelerated vesting of all of the options and RSUs described above.

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