(State or Other Jurisdiction

of Incorporation)

(IRS Employer

Identification No.)

Ms. Braly will serve as President and Chief Executive Officer of the Company commencing June 1, 2007, for a term of at least three years, which term will then be extended each day by one day until a date that is the first annual anniversary of the first date on which either party gives the other notice of non-renewal.

Ms. Braly will receive a base annual salary of $1,100,000 and will be eligible to receive an annual target incentive bonus of not less than 120% of her base salary.

As part of her promotion, Ms. Braly will become a member of the Board of Directors commencing June 1, 2007.

Ms. Braly, her spouse and their eligible dependents shall be entitled to participate in any employee benefit plan of the Company, at a level commensurate with Ms. Braly’s position, subject to satisfying the applicable eligibility requirements therefor. Upon termination of her employment under certain circumstances, she will be eligible to continue receipt of such benefits as detailed in the Employment Agreement.

Ms. Braly will be eligible to participate in the Company’s equity incentive plans on a basis commensurate with her position, performance, and competitive practice, all determined by the Compensation Committee in its sole discretion. The Employment Agreement provides for accelerated vesting of equity grants upon a Change in Control followed by termination without Cause or for Good Reason, as those terms are defined therein.

Absent a Change in Control, in the event of a termination of her employment without Cause or for Good Reason, Ms. Braly will receive a severance payment of twice her base salary and target incentive bonus in effect that year.

In connection with a Change in Control, in the event of a termination of her employment without Cause or for Good Reason, Ms. Braly will receive a severance payment of three times her base salary and target incentive bonus in effect that year.

If any benefit received by Ms. Braly pursuant to the Employment Agreement is or becomes subject to any Excise Taxes (as defined in the Employment Agreement) or any similar tax payable under any United States federal, state, local or other law, then the Company will pay Ms. Braly the amount (potentially a reduced amount which will allow her to avoid Excise Taxes) which would result in her retaining, after application of all applicable taxes, the greater after-tax amount. If the reduced amount of payment sufficient to avoid the imposition of Excise Taxes is 10% of Ms. Braly’s base salary or greater, then there will be no reduction and the Company will instead pay Ms. Braly a Gross-up Payment (as defined in the Employment Agreement), which fully reimburses her for the amount of such Excise Taxes.

Ms. Braly will be subject to certain restrictive covenants such as confidentiality, non-competition, non-solicitation and non-disparagement during her employment and in certain cases for specified periods of time after the termination of her employment. Breaches of these restrictive covenants will subject her to cessation and recoupment of severance pay and certain other severance benefits as detailed in the Employment Agreement.

2007 Annual Award as General Counsel of stock options to purchase 80,000 shares of common stock of the Company (“Common Stock”), which shall vest in equal installments semiannually over three years;

2007 Annual Award as General Counsel of 10,000 restricted stock units of the Company (“RSUs”), which shall vest in equal annual installments over three years, subject to certain performance thresholds;

Adjustment to 2007 Annual Award for CEO Promotion of stock options to purchase 100,000 shares of Common Stock, which shall vest in equal installments semiannually over three years, subject to Ms. Braly becoming President and Chief Executive Officer on June 1, 2007;

Adjustment to 2007 Annual Award for CEO Promotion of 12,500 RSUs, which shall vest in equal annual installments over three years, subject to certain performance thresholds, subject to Ms. Braly becoming President and Chief Executive Officer on June 1, 2007;

Special One-Time Promotional Award of stock options to purchase 233,333 shares of Common Stock, which shall vest 50% after two years and 50% after three years, subject to Ms. Braly becoming President and Chief Executive Officer on June 1, 2007; and

Special One-Time Promotional Award of 29,167 RSUs, which shall vest 50% after two years and 50% after three years, subject to certain performance thresholds, subject to Ms. Braly becoming President and Chief Executive Officer on June 1, 2007.

Description of Exhibit