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

Severance Agreement with Jason Stern

As the Company reported on Form 8-K on June 16, 2009, the Company's Board of Directors (the "Board") appointed Jason Stern as its Senior Vice President, Operations, Contract Lifecycle Management. On August 31, 2009, the Board approved the terms of a Severance Agreement between the Company and Mr. Stern (the "Severance Agreement"). The Severance Agreement provides for the continuation of Mr. Stern's base salary and health insurance coverage for four months if he is discharged for a reason other than cause or permanent disability at any time. However, Mr. Stern is entitled to six months of base salary and health insurance coverage if he is discharged for a reason other than cause or permanent disability or if he resigns for good reason, in either case within 12 months after the Company is subject to a change in control. Mr. Stern will be required to execute a release in the form attached to the Severance Agreement as a condition of receiving these benefits. The Severance Agreement also provides that all equity awards held by Mr. Stern at the time of a change in control will immediately vest in full.

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