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

(d)

On January 30, 2013, we appointed Mark G. Foletta to our Board of Directors, or the Board, to serve until the next annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Concurrently with his appointment to the Board, the Compensation Committee of the Board determined that Mr. Foletta is an "Eligible Director" as that term is defined in our Non-Employee Director Compensation Policy. Accordingly, on January 30, 2013, Mr. Foletta became a participant in our Non-Employee Director Compensation Policy and received an automatic grant under our 2012 Equity Incentive Plan of an option to purchase up to 30,000 shares of our common stock at an exercise price of $5.98 per share.

Mr. Foletta was also appointed to serve on the Audit Committee of the Board.

---