Item 5.02 Departure of Directors or Principal Officers; Compensatory
Arrangements of Certain Officers.
(e) The Company and Mr. Ron Hadani, formerly chief executive officer and member
of the board of directors of the Company, entered into a separation and release
agreement pursuant to which Mr. Hadani resigned as an officer of the Company and
its subsidiaries and as member of its Board, effective November 9, 2009.
Pursuant to this agreement, and in lieu of his existing contractual benefits,
the Company granted Mr. Hadani three years to exercise his vested stock options,
to November 9, 2012, and agreed to pay Mr. Hadani 15 months of monthly net COBRA
health insurance premiums, 15 months of base salary and two weeks of base salary
for accrued vacation time. The Company and Mr. Hadani also exchanged mutual
releases and other customary covenants.