(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

The Company appointed Eric W. Narowski as Chief Financial Officer of the Company, removing the term “Interim” from his title. Mr. Narowski also will continue to serve as Principal Accounting Officer and Global Controller of the Company.

The Company appointed Marc H. Levin as Chief Operating Officer of the Company. Mr. Levin also will continue to serve as Chief Administrative Officer, General Counsel and Corporate Secretary of the Company.

The Company appointed Michael de Vere as Chief Executive Officer, U.S. Business Groups of the Company. Mr. de Vere also will continue to serve as President, U.S. Business Groups of the Company.

The Company appointed Todd Myers as Chief Operating Officer, U.S. Business Groups of the Company, having previously served as Interim Head of Technology, Operations and Panel, and Senior Vice President of the Company.

Base salary of $250,000 per year, subject to increase as determined by the Compensation Committee of the Board of Directors (the “Board”) from time to time.

An annual performance bonus set by the Compensation Committee of the Board, based upon performance standards established relating to financial targets and achievement of individual performance objectives, with a target bonus of 40% of base salary in fiscal 2012 and a target bonus of 50% of base salary in subsequent fiscal years.

A retention bonus of $60,000 for each of fiscal 2013 and 2014.

Acceleration of vesting under the stock option agreements previously entered into between Mr. Narowski and the Company on the date of a change in control, under the condition that he is employed by the Company on such date.

The Company’s recovery of certain performance bonus payments and certain proceeds from the sale of performance-based equity incentive awards received by Mr. Narowski in the event of certain accounting restatements due to material non-compliance of the Company with financial reporting requirements.

Either the Company or Mr. Narowski may terminate Mr. Narowski’s employment at any time. In the event the Company terminates Mr. Narowski’s employment without “cause” or if Mr. Narowski terminates his employment for “good reason”, he will be entitled to severance equal to twelve months of his base salary and the equivalent of twelve months of the Company’s share of his health and medical premiums (which will be increased to eighteen months if such termination occurs in contemplation of a change in control or during the twelve month period following a change of control), as consideration for his compliance with certain non-competition, non-solicitation and confidentiality provisions.

The options vest in ten equal tranches upon the achievement of revised performance targets specified in the Narowski NQSO Amendment, under the condition that Mr. Narowski is employed by the Company at the time of achievement; provided, however, all unvested options will immediately vest upon the occurrence of a change in control.

Mr. Narowski may not, directly or indirectly, pledge, hypothecate, sell, contract to sell, or otherwise transfer or dispose of any of the options or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the options until the earlier of (a) June 30, 2014 or (b) the date of a change in control.

The shares of restricted stock will vest on June 30, 2014, under the condition that Mr. Narowski is employed by the Company on such date; provided, however:

Mr. Narowski may not, directly or indirectly, pledge, hypothecate, sell, contract to sell, or otherwise transfer or dispose of any of the shares of restricted stock or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the shares of restricted stock until the earlier of (a) June 30, 2014 or (b) the date of a change in control.

Base salary of $325,000 per year, subject to increase as determined by the Compensation Committee of the Board.

An annual performance bonus set by the Compensation Committee of the Board, based upon performance standards established relating to financial targets and achievement of individual performance objectives, with a target bonus of 40% of base salary in fiscal 2012 and a target bonus of 60% of base salary in subsequent fiscal years.

Retention bonuses of $75,000 and $100,000 for fiscal 2013 and 2014, respectively.

Acceleration of vesting under the stock option agreements previously entered into between Mr. Levin and the Company on the date of a change in control, under the condition that he is employed by the Company on such date.

The Company’s recovery of certain performance bonus payments and certain proceeds from the sale of performance-based equity incentive awards received by Mr. Levin in the event of certain accounting restatements due to material non-compliance of the Company with financial reporting requirements.

Either the Company or Mr. Levin may terminate Mr. Levin’s employment at any time. In the event the Company terminates Mr. Levin’s employment without “cause” or if Mr. Levin terminates his employment for “good reason”, he will be entitled to severance equal to twelve months of his base salary and the equivalent of twelve months of the Company’s share of his health and medical premiums (which will be increased to eighteen months if such termination occurs in contemplation of a change in control or during the twelve month period following a change of control), as consideration for his compliance with certain non-competition, non-solicitation and confidentiality provisions.

The options vest in ten equal tranches upon the achievement of revised performance targets specified in the Levin NQSO Amendment, under the condition that Mr. Levin is employed by the Company at the time of achievement; provided, however, all unvested options will immediately vest upon the occurrence of a change in control.

Mr. Levin may not, directly or indirectly, pledge, hypothecate, sell, contract to sell, or otherwise transfer or dispose of any of the options or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the options until the earlier of (a) June 30, 2014 or (b) the date of a change in control.

The shares of restricted stock will vest on June 30, 2014, under the condition that Mr. Levin is employed by the Company on such date; provided, however:

Mr. Levin may not, directly or indirectly, pledge, hypothecate, sell, contract to sell, or otherwise transfer or dispose of any of the shares of restricted stock or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the shares of restricted stock until the earlier of (a) June 30, 2014 or (b) the date of a change in control.

Base salary of $325,000 per year, subject to increase as determined by the Compensation Committee of the Board from time to time.

An annual performance bonus set by the Compensation Committee of the Board, based upon performance standards established relating to financial targets and achievement of individual performance objectives, with a target bonus of 40% of base salary in fiscal 2012 and a target bonus of 60% of base salary in subsequent fiscal years.

Retention bonuses of $75,000 and $100,000 for fiscal 2013 and 2014, respectively.

Acceleration of vesting under the stock option agreements previously entered into between Mr. de Vere and the Company on the date of a change in control, under the condition that he is employed by the Company on such date.

The Company’s recovery of certain performance bonus payments and certain proceeds from the sale of performance-based equity incentive awards received by Mr. de Vere in the event of certain accounting restatements due to material non-compliance of the Company with financial reporting requirements.

Either the Company or Mr. de Vere may terminate Mr. de Vere’s employment at any time. In the event the Company terminates Mr. de Vere’s employment without “cause” or if Mr. de Vere terminates his employment for “good reason”, he will be entitled to severance equal to twelve months of his base

salary and the equivalent of twelve months of the Company’s share of his health and medical premiums (which will be increased to eighteen months if such termination occurs in contemplation of a change in control or during the twelve month period following a change of control), as consideration for his compliance with certain non-competition, non-solicitation and confidentiality provisions.

The options vest in ten equal tranches upon the achievement of revised performance targets specified in the de Vere NQSO Amendment, under the condition that Mr. de Vere is employed by the Company at the time of achievement; provided, however, all unvested options will immediately vest upon the occurrence of a change in control.

Mr. de Vere may not, directly or indirectly, pledge, hypothecate, sell, contract to sell, or otherwise transfer or dispose of any of the options or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the options until the earlier of (a) June 30, 2014 or (b) the date of a change in control.

The shares of restricted stock will vest on June 30, 2014, under the condition that Mr. de Vere is employed by the Company on such date; provided, however:

Mr. de Vere may not, directly or indirectly, pledge, hypothecate, sell, contract to sell, or otherwise transfer or dispose of any of the shares of restricted stock or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the shares of restricted stock until the earlier of (a) June 30, 2014 or (b) the date of a change in control.

Base salary of $250,000 per year, subject to increase as determined by the Compensation Committee of the Board.

An annual performance bonus set by the Compensation Committee of the Board, based upon performance standards established relating to financial targets and achievement of individual performance objectives, with a target bonus of 40% of base salary in fiscal 2012 and a target bonus of 50% of base salary in subsequent fiscal years.

A retention bonus of $50,000 for each of fiscal 2013 and 2014.

Acceleration of vesting under the stock option agreements previously entered into between Mr. Myers and the Company on the date of a change in control, under the condition that he is employed by the Company on such date.

The Company’s recovery of certain performance bonus payments and certain proceeds from the sale of performance-based equity incentive awards received by Mr. Myers in the event of certain accounting restatements due to material non-compliance of the Company with financial reporting requirements.

Either the Company or Mr. Myers may terminate Mr. Myers’s employment at any time. In the event the Company terminates Mr. Myers’s employment without “cause” or if Mr. Myers terminates his employment for “good reason”, he will be entitled to severance equal to twelve months of his base salary and the equivalent of twelve months of the Company’s share of his health and medical premiums (which will be increased to eighteen months if such termination occurs in contemplation of a change in control or during the twelve month period following a change of control), as consideration for his compliance with certain non-competition, non-solicitation and confidentiality provisions.

The options vest in ten equal tranches upon the achievement of revised performance targets specified in the Myers NQSO Amendment, under the condition that Mr. Myers is employed by the Company at the time of achievement; provided, however, all unvested options will immediately vest upon the occurrence of a change in control.

Mr. Myers may not, directly or indirectly, pledge, hypothecate, sell, contract to sell, or otherwise transfer or dispose of any of the options or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the options until the earlier of (a) June 30, 2014 or (b) the date of a change in control.

The shares of restricted stock will vest on June 30, 2014, under the condition that Mr. Myers is employed by the Company on such date; provided, however:

If Mr. Myers’ employment terminates for any reason on or after June 30, 2013 but prior to June 30, 2014, then one-half of the shares of restricted stock will vest on his date of termination; provided, further, if the Company terminates Mr. Myers’ employment without “cause” or Mr. Myers terminates his employment for “good reason” on or after June 30, 2013 but prior to June 30, 2014, then all of the shares of restricted stock will vest on his date of termination.

All of the shares of restricted stock will vest on the date of a change in control if Mr. Myers is employed by the Company on such date.

Mr. Myers may not, directly or indirectly, pledge, hypothecate, sell, contract to sell, or otherwise transfer or dispose of any of the shares of restricted stock or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the shares of restricted stock until the earlier of (a) June 30, 2014 or (b) the date of a change in control.