Recruiting, incentive, motivation, reward and retention consistent with the strategic objectives of the company

Establishing stability, re-commitment, clarity, equity

Align motivation to achieve corporate tactical and strategic goals with incentives

Provide a plan and a set of guidelines for incentive compensation for performance that may rise above the 2010 budget but be limited to overall amounts which do not adversely impact minimum liquidity needs or bank covenants

Must be self-funding by performance improvement over budget

Payment cannot reduce cash below 2010 budget

Improvement in cash above 2010 budget is available to fund bonuses

Accrual cannot have adverse impact on meeting bank covenants

Net cash: Book balance of cash as of December 31, 2010 less the outstanding balance, if any, of the company’s revolving line of credit.

Net current liquidity: Cash plus accounts receivable as of December 31, 2010, less the outstanding balance, if any, under the revolving line of credit and accounts payable as of that date.

Adjusted EBITDA: Earnings before interest, taxes, depreciation, amortization, and expenses to be settled in equity issuances. Additionally, management will review at least quarterly with the Compensation Committee any significant and unplanned revenues or expenses for determination as to whether such amounts should reasonably be excluded from the calculation of Adjusted EBITDA in order to best reflect the measure of the company’s performance against the objectives of the incentive compensation plan. To the extent practical, management will review such unplanned items with a value greater than $[***] with the Compensation Committee prior to the consummation of the related transaction(s).

Quick ratio: As defined in the company’s credit agreement with SVB: Cash plus accounts receivable minus current liabilities other than deferred revenue.

Thresholds:

Adjusted EBITDA for 2010, including amounts accrued with respect to the plan, must be greater than $[***].

Accrual of the expense associated with the plan cannot reduce net current liquidity below $[***].

Accrual of the plan cannot result in a breach of the adjusted EBITDA covenant in any quarter. If the plan is limited by the adjusted EBITDA covenant in any quarter, such shortfall can be made up on a cumulative basis in a subsequent quarter to the extent that it does not result in a breach of the covenant for that subsequent quarter.

Accrual of the plan cannot result in a quick ratio less than [***].

Funding under the program is capped at the earned payouts under the senior management incentive plan formula, Exhibit 1, based upon the individual’s annual salary multiplied by their target incentive percentage.

Title

Chief Executive Officer

Chief Financial Officer

Chief Commercialization Officer

Chief Technology Officer

[***]

[***]

[***]

[***]

[***]