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

(e) On November 2, 2012, the Compensation, Nominating and Corporate Governance Committee (the "Committee") of our Board of Directors approved an amendment to our 2012 Equity Incentive Plan (the "Plan") to reserve an additional 300,000 shares of common stock to be used exclusively for the grant of awards to individuals not previously an employee or non-employee director of ours (or following a bona fide period of non-employment with us), as an inducement material to the individual's entry into employment with us within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules. The Plan was amended by the Committee without stockholder approval pursuant to Rule 5635(c)(4).

A complete copy of the amended Plan is filed herewith as Exhibit 99.1. The above summary of the amendment to the Plan does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 2012 Equity Incentive Plan, as amended.

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