Exhibit 10.5
 
 Human Resources
 TRANSMITTED VIA EMAIL
  
    Termination of Employment:
 (i)
    
    acceleration of 25% of your then unvested stock options in connection with
all stock option awards made on or after February 25, 2011, and subject to the terms
and conditions of each such stock option agreement that is executed by you and the
Company;(ii)
    
    12 months salary continuation at your then current base salary; and(iii)
    
    reimbursement of the cost of your COBRA premium for a maximum of 18 months
provided you continue to be eligible for COBRA.
 Termination of Employment following a Change of Control:




---



##### 



(i)
    
    acceleration of 100% of your then unvested stock options in connection with
all stock option awards made on or after February 25, 2011, and subject to the terms
and conditions of each such stock option agreement that is executed by you and the
Company;(ii)
    
    18 months salary continuation at your then current base salary;(iii)
    
    reimbursement of the cost of your COBRA premium for a maximum of 18 months
provided you continue to be eligible for COBRA:provided that the benefits referred to in paragraphs (i), (ii) and (iii)
are subject to reduction to avoid a negative tax consequence to you. Your
benefits will be reduced by the amount necessary to prevent any part of any
payment or benefit received by you from being treated as an excess parachute
payment under section 280G(b)(1) of the Internal Revenue Code, but only if and to
the extent such reduction will also result in a greater after tax benefit to you
than the after tax benefit to you of the severance payments computed without
regard to any reduction.
    Tory Atkins
    
    Wayne
HuyardDirector, Human Resources




---



##### 



ATTACHMENT
 DEFINITIONS
  1.
    
    merger, consolidation or other reorganization unless securities representing
more than 50% of the total combined voting power of the voting securities of the
successor corporation are immediately thereafter beneficially owned, directly or
indirectly and in substantially the same proportion, by the persons who beneficially
owned the Companys outstanding voting securities immediately prior to such
transaction;2.
    
    the sale, transfer or other disposition of all or substantially all of the
Companys assets;3.
    
    the acquisition, directly or indirectly by any person or related group of
persons (other than the Company or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Company), of beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more
than 50% of the total combined voting power of the Companys outstanding securities
pursuant to a tender or exchange offer made directly to the Companys stockholders; or4.
    
    a change in the composition of the Board of Directors over a period of 36
consecutive months or less such that a majority of the directors ceases, by reason of
one or more contested elections for directorship, to be comprised of individuals who
either (i) have been directors continuously since the beginning of such period or (ii)
have been elected or nominated for election as directors during such period by at
least a majority of the directors described in clause (i) who were still in office at
the time the Board of Directors approved such election or nomination.




---



##### 



1.
    
    the assignment to you of employment duties or responsibilities which are not
substantially comparable in responsibility and status to the employment duties and
responsibilities you held immediately prior to the Change in Control;2.
    
    a reduction in your base salary as in effect immediately prior to the Change
in Control or as the same may be increased from time to time during the term of this
Agreement; or3.
    
    requiring you to work in a location more than 50 miles from your office
location immediately prior to the Change in Control, except for requirements of
temporary travel on the Companys business to an extent substantially consistent with
your business travel obligations immediately prior to the Change in Control.