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     ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

     (e) On December 27, 2007, the compensation committee of our board of directors took various actions with respect to the compensation of our executive officers and on December 28, 2007, our board of directors took various actions with respect to the compensation of our non-employee directors. Details regarding such actions are set forth below.

     Executive Officer Compensation

     The compensation committee (1) adjusted annual base salaries for 2008, (2) granted stock options under our Amended and Restated 2006 Equity Incentive Plan, and (3) established a non-equity incentive plan for 2008.

     Adjustment of Annual Base Salaries

     Effective January 1, 2008, the annual base salaries of our executive officers were adjusted to the following levels:

     Stock Option Awards

     Nonqualified stock options were awarded to executive officers under our Amended and Restated 2006 Equity Incentive Plan, as follows:

     Each option has a term of five years and may be exercised at the rate of 25% of the number of shares awarded thereunder on January 1, 2009 and an additional 25% of each award on the first day of January in 2010, 2011 and 2012. In accordance with the terms of the Amended and Restated 2006 Equity

Incentive Plan, the exercise price of each option is $2.80, representing the closing price of our common stock on the NASDAQ Global Market on December 27, 2007. We have previously filed the form of non-qualified stock option agreement used in connection with awards to executive officers under our Amended and Restated 2006 Equity Incentive Plan.

     Non-Equity Incentive Plan for 2008

     The committee established a non-equity incentive plan for 2008 under which our executive officers may be eligible for cash awards based 75% upon our 2008 revenue and 25% upon our 2008 gross margin. The following chart sets forth amounts that could be paid under our non-equity incentive plan for 2008. The threshold entries reflect the minimum dollar amount that would be paid for a certain level of performance under the plan. If such performance is not attained, dollar amounts will not be earned under the plan.

     Non-Employee Director Compensation

     On December 28, 2007, our board of directors took the following actions with respect to the cash and equity compensation of our non-employee directors.

     Cash Compensation

     Our board of directors (1) authorized $7,500 in annual compensation for the Lead Director and $3,500 annual compensation for each Committee Chair; and (2) authorized board and committee meeting fees for non-employee directors effective January 1, 2008 as follows: full board meetings ($1,000) and committee meetings ($750). Attendance at meetings on a telephonic basis and not in person with other members of the board or committee shall earn one-half the stated rate of compensation. For the purposes of earning the cash compensation for meeting attendance as set forth above, “attendance” shall not include attending a meeting that lasts for 15 minutes or less.

     Equity Compensation

     Our board of directors also awarded each non-employee director an option to purchase 10,000 shares of our common stock, under the Amended and Restated 2006 Equity Incentive Plan. Each option has a term of five years and may be exercised at the rate of 25% awarded thereunder on January 1, 2009 and an additional 25% of each award on the first day of January 2010, 2011 and 2012. In accordance with the terms of the Amended and Restated 2006 Equity Incentive Plan, the exercise price of each option is $2.82, representing the closing price of our common stock on the NASDAQ Global

Market on December 28, 2007. We have previously filed the form of non-qualified stock option agreement used in connection with awards to non-employee directors under our Amended and Restated 2006 Equity Incentive Plan.

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.