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

(b) On January 21, 2013, Jim McGinty resigned as our Chief Financial Officer. Mr. McGinty will continue to perform transition related duties until March 31, 2013.

(c) Also on January 21, 2013, George Wehlitz, Jr., currently our Vice President, Finance, was appointed as Interim Chief Financial Officer, effective immediately. Biographical information regarding Mr. Wehlitz was provided in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 21, 2012, and is incorporated herein by reference.

(e) On January 21, 2013, in connection with his resignation as Chief Financial Officer, we entered into an amendment to Mr. McGinty's amended and restated employment letter agreement dated November 24, 2008. The amendment provides that Mr. McGinty will remain eligible for an annual performance bonus for fiscal 2012 despite his resignation prior to its planned payout. In addition, while Mr. McGinty forfeited his rights to severance as a result of his resignation, he will receive reimbursement for COBRA health care insurance continuation coverage through September 30, 2013, subject to earlier termination if he becomes covered under another employer's health insurance plan.

Also on January 21, 2013, in connection with his appointment as Interim Chief Financial Officer, we entered into an employment offer letter with Mr. Wehlitz, pursuant to which he will be entitled to an annual base salary of $340,000 and will be granted a stock option to purchase 50,000 shares of our common stock. The stock option will be subject to vesting over a four-year period, with 25% of the shares vesting on the first anniversary of the grant date and the remaining shares vesting in equal quarterly installments over the following three years. Mr. Wehlitz's annual performance bonus target for fiscal 2012 will remain at 35% of his annualized base salary.

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