The Board determined that Ms. Carey qualifies as an independent director under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission ("SEC") and the applicable listing standards of the Nasdaq Stock Market ("Nasdaq Rules") and satisfies the financial literacy and other requirements for audit committee members under the rules and regulations of the SEC and applicable Nasdaq Rules. The Board also determined that Ms. Carey is an "audit committee financial expert" as such term is defined by the rules and regulations of the SEC.

Ms. Carey is covered by our outside director compensation policy as described in Item 8.01 below, which description is incorporated into this Item 5.02 by reference. In accordance with the outside director compensation policy, Ms. Carey is eligible to receive annual cash retainers for Board service, Compensation Committee service, Audit Committee service and service as chairperson of the Audit Committee, an initial award of restricted stock upon joining the Board and an annual award, paid in restricted stock in 2012 and in cash or restricted stock at her election beginning in 2013, after the market closes on the date of the Company's annual meeting of stockholders each year beginning in 2012.

On April 5, 2012, the Company issued a press release relating to the matters set forth above in this Item 5.02. A copy of the press release is filed herewith as Exhibit 99.1.

-        an annual cash retainer of $25,000 for board service;

With respect to the annual awards granted in calendar year 2013 and thereafter, our outside director compensation policy provides that the outside director will receive the award in the form of restricted stock if the outside director fails to make a timely election. Our outside directors will also be eligible to receive all types of awards, except incentive stock options, under our 2012 Equity Incentive Plan ("2012 Plan"), including discretionary awards not covered under our outside director compensation policy. All grants of awards to our outside directors are subject to the 2012 Plan in all respects. Directors who are employees will not receive any compensation for their service on our board of directors. An employee director who subsequently ceases to be an employee, but remains a director, will not receive an initial award described above.

An initial award shall vest as follows: One twelfth (1/12th) of the shares of restricted stock subject to such initial award shall vest on the date that is three months following the date such initial award was granted, and an additional one twelfth (1/12th) of the shares of restricted stock subject to such initial award shall vest on the corresponding day at the end of each three calendar month period thereafter (and if there is no corresponding day in any such calendar month, on the last day of the month), subject to the outside director's continued service as a director of the Company through each such date. Unvested shares of restricted stock subject to an initial award will be subject to forfeiture to the Company.

Our outside director compensation policy provides that, in the event of a change of control, any options and stock appreciation rights granted to an outside director under our 2012 Plan will vest fully and become immediately exercisable, all restrictions on his or her restricted stock or restricted stock units will lapse, and all performance goals or other vesting requirements for his or her performance shares and units will be deemed achieved at 100.0% of target levels and all other terms and conditions met.

Exhibit No.        Description