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

(e) On January 9, 2013, the Compensation Committee of the Board of Directors of the Company approved the Company's 2013 Management Incentive Compensation Plan (the "Plan"). The Plan covers the Company's named executive officers and other members of senior management other than those who receive sales-based commissions and bonuses. The amount of payout under the Plan is a percentage of salary which will be paid based on the level of achievement of one or both of two financial performance objectives for fiscal 2013, and the participant must be employed by the Company on the date the payout is determined (unless terms of any employment, severance or change in control agreements state otherwise). The two financial performance conditions are GAAP-basis Revenues and Non-GAAP Cash Flows from Operating Activities adjusted to a pre-bonus basis. Payment will be made in a combination of cash and common stock of the Company issued under the Company's 2008 Long-Term Incentive Plan. The cash portion of the award will equal the payroll and income tax withholdings required to be paid by the Company on the participant's earned award, and the balance of the total award will be paid in shares of common stock of the Company determined by the dollar value of the equity portion of the earned award divided by the closing price of the Company's common stock on the payout date.

For the President & Chief Executive Officer, this percentage of salary is 70%, resulting in a projected target payout of $337,995 (at 100% achievement of both performance conditions), for the Senior Vice President & Chief Financial Officer it is 60%, resulting in a projected target payout of $146,880 (at 100% achievement of both performance conditions), and for the Senior Vice President, Sales & Marketing and Professional Services it is 30%, resulting in a projected target payout of $81,000 (at 100% achievement of both performance conditions).

A copy of the Plan is filed as Exhibit 10.1 to this current report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 2013 Management Incentive Compensation Plan.

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