The Company has entered into an employment agreement with Mr. Warren to serve as our Chief Financial Officer starting March 26, 2012 and running through March 26, 2015. The parties may agree to renew the employment agreement. If the Company intends to enter into negotiations to renew Mr. Warren's employment agreement, the Company must notify Mr. Warren to that effect, in writing, no later than 270 days prior to the end of Mr. Warren's term of employment pursuant to this employment agreement.

Mr. Warren's base salary will be $900,000 and future salary increases will be reviewed and decided in accordance with the Company's standard practices and procedures for similarly-situated employees. Mr. Warren's annual incentive compensation plan target amount will equal 100% of his base salary. There is no guaranteed bonus amount.

During the first 60 days of Mr. Warren's employment, he will be recommended to be granted non-qualified stock options with a target value of $1 million and restricted stock units with a target value of $1 million. Beginning in 2013, Mr. Warren would also be considered for annual equity grants in accordance with the Company's normal executive compensation processes and practices. If Mr. Warren does not relocate to the Washington, D.C. metropolitan area by September 1, 2013, he will not be entitled to be considered for an equity award in 2014.

Mr. Warren is also eligible for benefits under the Company's relocation policy for executives at his job level. In addition to the benefits under the relocation policy, the Company will provide Mr. Warren with special transition benefits. The Company will reimburse Mr. Warren for up to $30,000 for travel expenses incurred in 2012 and up to $20,000 for travel expenses incurred in 2013. The Company will also provide Mr. Warren with a suitable corporate apartment in the Washington, D.C. area for the period from his date of hire until August 31, 2013, in an amount not to exceed $5,000 per month and will provide Mr. Warren with a car for the same period, in an amount not to exceed $1,500 per month. These special transition benefits will cease once Mr. Warren has relocated to the Washington, D.C. area. The Company has agreed to gross up the transition benefits for related income taxes actually paid by Mr. Warren with respect to these benefits.

If Mr. Warren's employment is terminated without Cause (as defined above), or for Good Reason, the Company will make the following severance payments: (a) current salary for the longer of the balance of the term of the employment agreement, 52 weeks, or the length of time for which Mr. Warren would otherwise be eligible to receive severance payments under the Company's severance plan then in effect; and (b) the prorated portion of Mr. Warren's bonus under the Company's bonus or incentive plan for the year in which the termination occurs (subject to achievement of the applicable performance metrics) and an additional bonus amount equal to 12 months of bonus eligibility for the year of termination. These severance amounts are contingent on Mr. Warren executing a release in favor of the Company. "Good Reason" means a material reduction in Mr. Warren's responsibilities or a material change in the location of the office where Mr. Warren works. Additionally, if Mr. Warren secures employment or any consulting, contractor or other business arrangement for services during the period during which the Company is providing severance payments, the Company would have the right to reduce the amounts otherwise payable under the employment agreement by the amount Mr. Warren receives for those services.   If the Company does not elect to negotiate to renew the agreement, Mr. Warren would be entitled to the severance benefits described above. The employment agreement also contains customary non-competition and non-solicitation clauses effective on the termination of Mr. Warren's employment.