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Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a)	A cash lump-sum severance payment of $946,438, payable on or before May 23, 2013;

(b)	A cash payment of $72,201, in respect of earned but unused, as well as accrued, vacation time;

(c)	Continued group health coverage at his current monthly rate for Mr. Wilson and his eligible dependents for one year;

(d)	Payments under the Company's performance-based cash incentive program based on actual corporate performance during the relevant performance periods, pro-rated in each case to reflect Mr. Wilson's employment for less than the entire performance period; such payments, if any, shall be made within 2 and ½ months following the end of the relevant performance period;

(e)	Continued vesting of the stock option granted to Mr. Wilson on February 17, 2011, and upon vesting such option will remain exercisable until February 17, 2015;

(f)	Continuing exercisability, until April 30, 2014, of all other stock options held by Mr. Wilson to the extent vested as of April 30, 2013;

(g)	Pro-rata vesting of any restricted stock units held by Mr. Wilson based on the days employed during the otherwise applicable vesting period over the full vesting period;

(h)	Reimbursement of legal fees (not to exceed $5,000) incurred by Mr. Wilson in connection with the preparation and negotiation of the Agreement;

(i)	Reimbursement of executive outplacement services (not to exceed $40,000); and

(j)	Reimbursement for financial and tax planning services (not to exceed $10,000).

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