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

(e) Compensatory Arrangement of Certain Officers

As previously disclosed, Mr. Richard Setian, Ms. Cynthia E. Bell and Mr. Charles L. Kelly have been appointed to the newly created positions of President and General Manager of three new strategic business units. On May 22, 2012, the Company's Board of Directors approved their respective compensation packages, which will become effective on July 1, 2012.

Mr. Richard Setian will be entitled to receive the following payments and benefits: (i) a base salary at an annual rate of $300,000; (ii) a guaranteed salary adjustment of $120,240 payable in various increments during the fiscal year ended March 31, 2013; (iii) a bonus of up to 50% of his base salary;
(iv) an auto allowance; and (v) participation in the benefit plans and programs of the Company that are generally applicable to employees or to senior executives. Mr. Setian will also be eligible to receive annual stock option awards, restricted stock, and/or other equity based compensation as determined by the Company's Compensation Committee of the Board of Directors.

Ms. Cynthia E. Bell will be entitled to receive the following payments and benefits: (i) a base salary at an annual rate of $175,000; (ii) a bonus of up to 50% of her base salary; (iii) an auto allowance; and (iv) participation in the benefit plans and programs of the Company that are generally applicable to employees or to senior executives. Ms. Bell will also be eligible to receive annual stock option awards, restricted stock, and/or other equity based compensation as determined by the Company's Compensation Committee of the Board of Directors.

Mr. Charles L. Kelly will be entitled to receive the following payments and benefits: (i) a base salary at an annual rate of $300,000; (ii) a guaranteed salary adjustment of $50,000 payable in various increments during the fiscal year ended March 31, 2013; (iii) a bonus of up to 50% of his base salary;
(iv) an auto allowance; and (v) participation in the benefit plans and programs of the Company that are generally applicable to employees or to senior executives. Mr. Kelly will also be eligible to receive annual stock option awards, restricted stock, and/or other equity based compensation as determined by the Company's Compensation Committee of the Board of Directors.

The Company has previously entered into a change in control agreement with Mr. Setian and Mr. Kelly and such agreements remain in force. On May 25, 2012, the Company entered into a change in control agreement with Ms. Bell and Mr. John Sheffield, the Company's Chief Financial Officer. These agreements with Ms. Bell and Mr. Sheffield are materially similar to the Company's form of such agreement, which was filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated January 6, 2011.

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