AmendmentNumber 2 to Employment Agreement

In the event you terminate employment with the Company as a result of Involuntary Termination or Termination without Cause, each as defined below, you may exercise the outstanding, vested portion of any of your options for Company common stock during the twenty-four (24) month period commencing on the date of your termination of employment, provided, however, that in no event may any option be exercised after its expiration date.  In the event you terminate employment with the Company as the result of Termination for Disability, as defined below, or your death, the outstanding, vested portion of any of such options may be exercised during the twenty-four (24) month period commencing on the date of your Termination for Disability or your death, provided, however, that in no event may any option be exercised after its expiration date. In the event you terminate employment with the Company as a result of Voluntary Termination or Termination for Cause, you may exercise the outstanding, vested portion of any of such options during the period allowed under the 1999 Stock Plan or the Company’s 2006 Equity Incentive Plan, as applicable.

Except as specifically set forth above, all terms and conditions of the Agreement, as amended by Amendment Number 1 shall remain in full force and effect.  This Amendment shall be deemed to form an integral part of the Agreement, as amended by Amendment Number 1.  In the event of any inconsistency or conflict between the provisions of the Agreement, as amended by Amendment Number 1 and this Amendment, the provisions of this Amendment will prevail and govern.