(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Continued payments of base salary for 15 months for Mr. Ghiglieri and 12 months for Mr. Markels;

A lump sum payment equal to the full target annual bonus for the year in which the Executive is terminated;

Vesting in full of all equity awards held by the Executive, other than options that vest based on trading price targets for Company common stock;

Extension of the post-termination exercise period for all options held by Executive to 24 months; and

Continued coverage under the Company’s benefit plans for such Executive and his eligible dependents for a period of up to 15 months for Mr. Ghiglieri and 12 months for Mr. Markels, subject to earlier termination if Executive secures employment with benefits generally similar to those provided in the Company’s benefit plans.

Continued payments of base salary for 12 months;

Accelerated vesting of equity held by Executive by the number of shares subject to such awards that would have vested if Executive remained a service provider for an additional 24 months after the termination;

Extension of the post-termination exercise period for all options held by Executive to 24 months; and

Continued coverage under the Company’s benefit plans for such Executive and his eligible dependents for a period of up to 12 months, subject to earlier termination if Executive secures employment with benefits generally similar to those provided in the Company’s benefit plans.

Annual target cash bonuses for Messrs. Ghiglieri and Markels are increased from 35% to 45% of base salary and from 30% to 40% of base salary, respectively.

For annual bonuses for calendar years 2012 and 2013, if employment of an Executive is terminated, such Executive will be entitled to a payment of their annual bonus for such calendar year (at the same time as other executives receive bonuses for such years) for corporate goals achieved during such year up to the termination date but without otherwise being subject to pro-ration for having been a service provider for a partial bonus year.

The ability to voluntarily resign after a retention milestone has been met (which is the earliest to occur of the Executive remaining a service provider to the Company until a certain date, a change of control of the Company, the Company entering into a corporate partnering transaction or, for Mr. Ghiglieri, a Company financing event) and receive either the Post-Acquisition Severance (if the resignation occurs during the Post-Acquisition Period or if a change of control closes with respect to an acquisition agreement signed within 90 days after such qualifying resignation) or the Outside Severance (if the resignation otherwise qualifies and occurs during the Outside Period but is not eligible for Post-Acquisition Severance treatment).

An additional option grant to each of the Executives for 130,000 shares of common stock of the Company for Mr. Ghiglieri and 110,000 shares of common stock of the Company for Mr. Markels. Such options vest as to 50% of the shares on March 12, 2013, and 1/12 of the remaining shares each month thereafter, subject to the Executive remaining a service provider to the Company on such dates. The exercise price and other terms of these options are to be set in accordance with the terms of the Company’s 2007 Stock Plan, as amended.