On April 4, 2012, the Company entered into a letter agreement (the "Agreement") with Joseph M. Redling, the Company's President, Chief Executive Officer and Chairman of the Board of Directors (the "Board"). The Agreement contemplates that Mr. Redling's employment with the Company will cease on September 30, 2012, which is the expiration date of the current term of his employment agreement, or on such earlier date requested by the Company. In addition, the Agreement provides that Mr. Redling has resigned as the Chairman of the Board, effective immediately. Mr. Redling will continue to serve as a member of the Board, and is expected to stand for re-election at the 2012 annual meeting of stockholders, but has agreed to step down from the Board at the end of his employment with the Company. The Company and Mr. Redling have agreed that the cessation of Mr. Redling's employment in accordance with the Agreement will be treated as a termination "without cause" for purposes of his employment agreement and any other applicable arrangement with the Company. The Agreement also provides that if the Company requests Mr. Redling's resignation before September 30, 2012, it will deem his employment to have continued through September 30, 2012 for purposes of calculating his severance benefits under his employment agreement. Finally, the Agreement provides that the Company and Mr. Redling will enter into customary mutual releases in connection with the cessation of his employment.

The description of the Agreement herein does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Exhibit No.        Description