In connection with his appointment, the Company and Mr. Hughes signed an offer letter specifying the details of his compensation. Mr. Hughes' offer letter provides for his employment on an "at-will" basis as Senior Vice President, Global Sales at an annual base salary of $250,000. Mr. Hughes is eligible for an annual bonus of up to 40% of his base salary, subject to the funding provisions of the applicable bonus plan, and additional individual incentives outlined in his offer letter related to the attainment of certain sales operations goals and the level of the Company's license bookings. In the event the Company terminates Mr. Hughes' employment without cause, he will receive a severance payment initially equal to six months of his base salary, which amount shall be increased by one additional month of base salary for each six months that he remains employed following the first anniversary of his start date, up to a maximum total of twelve months of base salary.

In the offer letter, Mr. Hughes was also granted an option on February 21, 2006 to purchase 100,000 shares of the Company's common stock pursuant to the Company's 2004 Long-Term Incentive Plan, at an exercise price equal to the fair market value of the stock on that date. The option will vest in equal quarterly installments over a four-year period, beginning on the grant date. The vesting schedule for the option is subject to acceleration by six months in the event of certain change in control events.

A copy of Mr. Hughes's offer letter is attached hereto as Exhibit 99.2.