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

(e)

Annually, the Compensation Committee of the Company's Board of Directors (the "Committee") reviews and evaluates the Company's compensation programs and practices. In connection with its evaluation of the Company's equity compensation program for the current year, the Committee retained Radford, an AON Hewitt Company, to serve as its compensation consultant. In addition to annual equity grants, the Committee undertook an exchange of certain previously issued stock options for shares of restricted stock and restricted stock units (the "Exchange") in order to improve the retention value of the Company's equity compensation program. In the Exchange, certain employees of the Company (including each of the Company's named executive officers) exchanged two
(2) eligible stock options for one (1) share of restricted stock or one
(1) restricted stock unit ("RSU"). The Exchange was completed on January 7, 2013 in accordance with, and as permitted by, the terms of the Company's 2010 Omnibus Incentive Compensation Plan.

Pursuant to the Exchange, the Company cancelled an aggregate of 1,236,837 stock options and issued an aggregate of 144,098 shares of restricted stock and 474,317 RSUs, of which 369,095 RSUs were issued to Mr. Anido (Chief Executive Officer), 11,229 RSUs and 25,907 shares of restricted stock were issued to Ms. Sebree (President), 8,109 RSUs and 28,165 shares of restricted stock were issued to Mr. Goldan (VP Finance and Chief Financial Officer), 37,500 RSUs and 21,984 shares of restricted stock were issued to Mr. Marino (Vice President and General Counsel), 8,109 RSUs and 23,542 shares of restricted stock were issued to Mr. McLaughlin (Chief Commercial Officer) and 40,275 RSUs and 44,500 shares of restricted stock were issued to other non-executive officers.

Shares of restricted stock issued in the Exchange will vest 50% on January 7, 2014, with the remaining shares vesting in four equal quarterly installments thereafter. All shares of restricted stock issued in the Exchange will be subject to forfeiture if the employee's service to the Company terminates before those shares vest, except as otherwise provided in a written employment agreement entered into between the employee and the Company.

Each RSU issued in the Exchange represents the right to receive one share of the Company's common stock following the vesting of such RSU. The RSUs issued in the Exchange will vest 50% on January 7, 2014, with the remaining RSUs vesting in four equal quarterly installments thereafter. RSUs are subject to forfeiture to the extent the employee's service to the Company terminates before those units vest, except as otherwise provided in a written employment agreement entered into between the employee and the Company. Shares of Company common stock will be issued with respect to vested RSUs on the earliest of:
(i) March 31 of the calendar year immediately following the year in which the RSU vests; (ii) a change of control of the Company; or (iii) the employees separation from service from the Company.

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