sc13da406297066_02192010.htm

Christopher A. White

Chief Financial Officer

Chief Financial Officer of Cowen Group, Inc.

c/o Cowen Group, Inc.

599 Lexington Avenue

20th Floor

New York, New York 10022

United States

Joseph R. Wright

Director

Chief Executive Officer and Director of Scientific Games Corporation

c/o Cowen Group, Inc.

599 Lexington Avenue

20th Floor

New York, New York 10022

United States

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,162,158
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,162,158
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,162,158
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RCG PB, LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 939,136
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 939,136
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 939,136
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RAMIUS ENTERPRISE MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 296,621
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 296,621
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 296,621
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RAMIUS NAVIGATION MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 605,460
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 605,460
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 605,460
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RAMIUS ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,235,757
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,235,757
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,235,757
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RCG STARBOARD ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,162,158
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,162,158
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,162,158
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RAMIUS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,397,915
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,397,915
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,397,915
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON COWEN GROUP, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,397,915
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,397,915
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,397,915
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RCG HOLDINGS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,397,915
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,397,915
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,397,915
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON C4S & CO., L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,397,915
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,397,915
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,397,915
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON PETER A. COHEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,397,915
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,397,915
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,397,915
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON MORGAN B. STARK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,397,915
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,397,915
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,397,915
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON JEFFREY M. SOLOMON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,397,915
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,397,915
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,397,915
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON THOMAS W. STRAUSS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,397,915
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,397,915
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,397,915
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON JEFFREY C. SMITH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -1
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -1
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

1 See Item 5.

CUSIP NO. 004934105

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth.

Item 2.

Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a) This statement is filed by:

(i)

Ramius Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Value and Opportunity Master Fund”), with respect to the Shares directly and beneficially owned by it;

(ii)

Ramius Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise Master Fund”), with respect to the Shares directly and beneficially owned by it;

(iii)

Ramius Navigation Master Fund Ltd, a Cayman Islands exempted company (“Navigation Master Fund”), with respect to the Shares directly and beneficially owned by it;

(iv)

RCG PB, Ltd, a Cayman Islands exempted company (“RCG PB”), with respect to the Shares directly and beneficially owned by it and as the sole shareholder of Navigation Master Fund;

(v)

Ramius Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), who serves as the investment advisor of Enterprise Master Fund, Navigation Master Fund and RCG PB;

(vi)

RCG Starboard Advisors, LLC, a Delaware limited liability company (“RCG Starboard Advisors”), who serves as the investment manager of Value and Opportunity Master Fund;

(vii)

Ramius LLC, a Delaware limited liability company (“Ramius”), who serves as the sole member of each of RCG Starboard Advisors and Ramius Advisors;

(viii)

Cowen Group, Inc., a Delaware corporation (“Cowen”), who serves as the sole member of Ramius;

(ix)

RCG Holdings LLC, a Delaware limited liability company (“RCG Holdings”), who is a significant shareholder of Cowen;

(x)

C4S & Co., L.L.C., a Delaware limited liability company (“C4S”), who serves as managing member of RCG Holdings;

(xi)

Peter A. Cohen, who serves as one of the managing members of C4S;

(xii)

Morgan B. Stark, who serves as one of the managing members of C4S;

(xiii)

Thomas W. Strauss, who serves as one of the managing members of C4S;

CUSIP NO. 004934105

(xiv)

Jeffrey M. Solomon, who serves as one of the managing members of C4S; and

(xv)

Jeffrey C. Smith, who serves on the Board of Directors of the Issuer and as a Partner and Managing Director of Ramius and a member of Cowen’s Operating Committee.

Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The address of the principal office of each of Ramius Advisors, RCG Starboard Advisors, Ramius, Cowen, RCG Holdings, C4S, and Messrs. Cohen, Stark, Strauss, Solomon and Smith is 599 Lexington Avenue, 20th Floor, New York, New York 10022.

The address of the principal office of each of Value and Opportunity Master Fund, Enterprise Master Fund, Navigation Master Fund and RCG PB is c/o Citco Fund Services (Cayman Islands) Limited, Regatta Office Park, Windward 1, 2nd Floor, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands. The officers and directors of Value and Opportunity Master Fund and their principal occupations and business addresses are set forth on Schedule B and incorporated by reference in this Item 2. The officers and directors of Enterprise Master Fund and their principal occupations and business addresses are set forth on Schedule C and incorporated by reference in this Item 2. The officers and directors of Navigation Master Fund and their principal occupations and business addresses are set forth on Schedule D and incorporated by reference in this Item 2. The officers and directors of RCG PB and their principal occupations and business addresses are set forth on Schedule E and incorporated by reference in this Item 2. The officers and directors of Cowen and their principal occupations and business addresses are set forth on Schedule F and incorporated by reference in this Item 2.

(c) The principal business of each of Value and Opportunity Master Fund, Enterprise Master Fund, RCG PB and Navigation Master Fund is serving as a private investment fund. Value and Opportunity Master Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Each of Enterprise Master Fund and Navigation Master Fund has been formed for the purpose of making equity and debt investments. RCG PB is the sole shareholder of Navigation Master Fund. The principal business of RCG Starboard Advisors is acting as the investment manager of Value and Opportunity Master Fund. The principal business of Ramius Advisors is acting as the investment advisor of Navigation Master Fund, Enterprise Master Fund and RCG PB. Ramius is engaged in money management and investment advisory services for third parties and proprietary accounts and serves as the sole member of each of RCG Starboard Advisors and Ramius Advisors. Cowen provides alternative investment management, investment banking, research, and sales and trading services through its business units, Ramius and Cowen and Company. Cowen also serves as the sole member of Ramius. RCG Holdings is a significant shareholder of Cowen. C4S serves as managing member of Ramius. Messrs. Cohen, Strauss, Stark and Solomon serve as co-managing members of C4S. Mr. Smith serves as a Partner and Managing Director of Ramius and a member of Cowen’s Operating Committee.

(d) No Reporting Person, nor any person listed on Schedule B, Schedule C, Schedule D, Schedule E or Schedule F, each annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person, nor any person listed on Schedule B, Schedule C, Schedule D, Schedule E or Schedule F, each annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

CUSIP NO. 004934105

(f) Messrs. Cohen, Stark, Strauss, Solomon and Smith are citizens of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Value and Opportunity Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase cost of the 2,397,915 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund is approximately $25,801,000, excluding brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 26,184,832 Shares outstanding, as of November 10, 2009, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 12, 2009.

A.	Value and Opportunity Master Fund

(a)

As of close of the close of business on February 22, 2010, Value and Opportunity Master Fund beneficially owned 1,162,158 Shares.

Percentage: Approximately 4.4%.

(b)

1. Sole power to vote or direct vote: 1,162,158

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,162,158

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Value and Opportunity Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

B.	Navigation Master Fund

(a)

As of the close of business on February 22, 2010, Navigation Master Fund beneficially owned 605,460 Shares.

Percentage: Approximately 2.3%.

CUSIP NO. 004934105

(b)

1. Sole power to vote or direct vote: 605,460

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 605,460

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Navigation Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

C.	Enterprise Master Fund

(a)

As of the close of business on February 22, 2010, Enterprise Master Fund beneficially owned 296,621 Shares.

Percentage: Approximately 1.1%.

(b)

1. Sole power to vote or direct vote: 296,621

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 296,621

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Enterprise Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

RCG PB

(a)

As of the close of business on February 22, 2010, RCG PB directly owned 333,676 Shares. RCG PB, as the sole shareholder of Navigation Master Fund, may be deemed the beneficial owner of the 605,460 Shares owned by Navigation Master Fund.

Percentage: Approximately 3.6%.

(b)

1. Sole power to vote or direct vote: 939,136

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 939,136

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by RCG PB during the past 60 days are set forth in Schedule A and are incorporated herein by reference. The transactions in the Shares on behalf of Navigation Master Fund during the past 60 days are set forth on Schedule A and are incorporated herein by reference.

E.	Ramius Advisors

(a)

Ramius Advisors, as the investment advisor of each of Enterprise Master Fund, Navigation Master Fund and RCG PB, may be deemed the beneficial owner of the (i) 296,621 Shares owned by Enterprise Master Fund, (ii) 605,460 Shares owned by Navigation Master Fund and (iii) 333,676 Shares owned by RCG PB.

Percentage: Approximately 4.7%.

CUSIP NO. 004934105

(b)

1. Sole power to vote or direct vote: 1,235,757

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,235,757

4. Shared power to dispose or direct the disposition: 0

(c)

Ramius Advisors has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by Enterprise Master Fund, Navigation Master Fund and RCG PB during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

F.	RCG Starboard Advisors

(a)

RCG Starboard Advisors, as the investment manager of Value and Opportunity Master Fund may be deemed the beneficial owner of the 1,162,158 Shares owned by Value and Opportunity Master Fund.

Percentage: Approximately 4.4%.

(b)

1. Sole power to vote or direct vote: 1,162,158

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,162,158

4. Shared power to dispose or direct the disposition: 0

(c)

RCG Starboard Advisors has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.

Ramius

(a)

Ramius, as the sole member of each of RCG Starboard Advisors and Ramius Advisors, may be deemed the beneficial owner of the (i) 1,162,158 Shares owned by Value and Opportunity Master Fund, (ii) 605,460 Shares owned by Navigation Master Fund, (iii) 296,621 Shares owned by Enterprise Master Fund and (iv) 333,676 Shares owned by RCG PB.

Percentage: Approximately 9.2%.

(b)

1. Sole power to vote or direct vote: 2,397,915

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,397,915

4. Shared power to dispose or direct the disposition: 0

(c)

Ramius has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.

Cowen

(a)

Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 1,162,158 Shares owned by Value and Opportunity Master Fund, (ii) 605,460 Shares owned by Navigation Master Fund, (iii) 296,621 Shares owned by Enterprise Master Fund and (iv) 333,676 Shares owned by RCG PB.

Percentage: Approximately 9.2%.

CUSIP NO. 004934105

(b)

1. Sole power to vote or direct vote: 2,397,915

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,397,915

4. Shared power to dispose or direct the disposition: 0

(c)

Cowen has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.

I.	RCG Holdings

(a)

RCG Holdings, as a significant shareholder of Cowen, may be deemed the beneficial owner of the (i) 1,162,158 Shares owned by Value and Opportunity Master Fund, (ii) 605,460 Shares owned by Navigation Master Fund, (iii) 296,621 Shares owned by Enterprise Master Fund and (iv) 333,676 Shares owned by RCG PB.

Percentage: Approximately 9.2%.

(b)

1. Sole power to vote or direct vote: 2,397,915

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,397,915

4. Shared power to dispose or direct the disposition: 0

(c)

RCG Holdings has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.

C4S

(a)

C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 1,162,158 Shares owned by Value and Opportunity Master Fund, (ii) 605,460 Shares owned by Navigation Master Fund, (iii) 296,621 Shares owned by Enterprise Master Fund and (iv) 333,676 Shares owned by RCG PB.

Percentage: Approximately 9.2%.

(b)

1. Sole power to vote or direct vote: 2,397,915

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,397,915

4. Shared power to dispose or direct the disposition: 0

(c)

C4S has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.

CUSIP NO. 004934105

K.	Messrs. Cohen, Stark, Strauss and Solomon

(a)

Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be deemed the beneficial owner of the (i) 1,162,158 Shares owned by Value and Opportunity Master Fund, (ii) 605,460 Shares owned by Navigation Master Fund, (iii) 296,621 Shares owned by Enterprise Master Fund and (iv) 333,676 Shares owned by RCG PB.

Percentage: Approximately 9.2%.

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 2,397,915

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 2,397,915

(c)

None of Messrs. Cohen, Stark, Strauss or Solomon has entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.

Mr. Smith

(a)

Mr. Smith does not directly own any Shares. Mr. Smith, s a member of a “group” for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed to be a beneficial owner of the (i) 1,162,158 Shares owned by Value and Opportunity Master Fund, (ii) 605,460 Shares owned by Navigation Master Fund, (iii) 296,621 Shares owned by Enterprise Master Fund and (iv) 333,676 Shares owned by RCG PB.

Percentage: Approximately 9.2%.

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 2,397,915

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 2,397,915

(c)

Mr. Smith has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund, Enterprise Master Fund and RCG PB are set forth on Schedule A and incorporated herein by reference.

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

Not applicable.

CUSIP NO. 004934105

Item 6.

Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On February 19, 2010, Ramius entered into a Purchase Trading Plan Agreement (the “Agreement”) with Craig-Hallum Capital Group LLC, a registered broker-dealer, for the purpose of establishing a trading plan to effect purchases of Shares of the Issuer in compliance with all applicable laws, including, without limitation, Section 10(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to, Rule 10b5-1.

The Agreement allows for the purchase of up to an aggregate of 1,500,000 Shares. Shares purchased pursuant to the Agreement may be purchased in accordance with trading requirements adopted by the Reporting Persons and the Agreement may be terminated at any time by the Reporting Persons.

The purchases disclosed in this Amendment No. 4 that were not pursuant to the Agreement were conducted at a time when the Reporting Persons were not in possession of material nonpublic information about the Shares or the Issuer.

A copy of the Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On February 23, 2010, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to include the following exhibits:

Exhibit 99.1

Purchase Trading Plan Agreement by and between Ramius LLC and Craig-Hallum Capital Group LLC, dated February 19, 2010.

Exhibit 99.2

Joint Filing Agreement by and among Ramius Value and Opportunity Master Fund, Ltd, Ramius Navigation Master Fund Ltd, RCG PB, Ltd, Ramius Enterprise Master Fund Ltd, RCG Starboard Advisors, LLC, Ramius Advisors, LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon and Jeffery C. Smith, dated February 23, 2010.

CUSIP NO. 004934105

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 23, 2010

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

By: RCG Starboard Advisors, LLC,

its investment manager

RAMIUS NAVIGATION MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment advisor

RAMIUS ENTERPRISE MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment advisor

RCG PB, LTD

By: Ramius Advisors, LLC,

its investment advisor

RCG STARBOARD ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS LLC

By: Cowen Group, Inc.,

its sole member

COWEN GROUP, INC.

RCG HOLDINGS LLC

By: C4S & Co., L.L.C.,

its managing member

C4S & CO., L.L.C.

By:	/s/ Jeffrey M. Solomon
	Name:	Jeffrey M. Solomon
	Title:	Authorized Signatory

/s/ Jeffrey M. Solomon

JEFFREY M. SOLOMON

Individually and as attorney-in-fact for

Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss

/s/ Jeffrey C. Smith

JEFFREY C. SMITH

CUSIP NO. 004934105

SCHEDULE A

Transactions in the Shares During the Past 60 Days

Shares of Common Stock

Purchased/ (Sold)

Price Per

Share($)

Date of

Purchase/ Sale

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

4,624	11.2788	02/10/2010
2,040	11.3429	02/11/2010
714	11.8774	02/12/2010
6,256	12.2672	02/16/2010
4,998	12.2521	02/17/2010
3,910	12.4556	02/18/2010
4,182	12.7868	02/19/2010
3,808!	12.5780	02/22/2010

RAMIUS NAVIGATION MASTER FUND LTD

21,013#	12.1745	01/01/2010
17,548#	12.3554	01/01/2010
18,109#	12.0034	01/01/2010
17,918#	12.0990	01/01/2010
25,950#	11.7109	01/01/2010
37,035#	11.3513	01/01/2010
7,894#	10.0853	01/01/2010
5,585#	10.6956	01/01/2010
48,098#	10.9450	01/01/2010
2,980#	10.5918	01/01/2010
3,838#	10.9717	01/01/2010
903#	11.0221	01/01/2010
4,876#	10.9134	01/01/2010
2,447#	9.9830	01/01/2010
27,213#	9.8455	01/01/2010
28,403#	9.9745	01/01/2010
22,124#	11.1523	01/01/2010
8,127#	11.5501	01/01/2010
3,341#	10.4805	01/01/2010
5,237#	10.3925	01/01/2010
31,154#	9.7584	01/01/2010
9,211#	9.3427	01/01/2010
6,140#	8.8566	01/01/2010
9,482#	8.6852	01/01/2010
316#	8.7771	01/01/2010
13,726#	6.8919	01/01/2010

! Purchase effected pursuant to a Rule 10b5-1 Purchase Trading Plan.

# Shares were acquired from RCG PB Ltd, an affiliate of Ramius Navigation Master Fund Ltd, in an exempt transaction.

CUSIP NO. 004934105

7,901#	11.6868	01/01/2010
2,370#	11.4200	01/01/2010
3,382#	11.5056	01/01/2010
2,149#	11.9880	01/01/2010
3,161#	12.2471	01/01/2010
196#	11.7545	01/01/2010
4,298#	11.7434	01/01/2010
295#	11.7800	01/01/2010
1,580#	11.4203	01/01/2010
5,404#	11.3664	01/01/2010
8,192#	11.2865	01/01/2010
3,982#	12.0054	01/01/2010
9,482#	11.5019	01/01/2010
14,254#	10.8850	01/01/2010
4,709#	10.5220	01/01/2010
29,481#	10.2261	01/01/2010
21,357#	10.2522	01/01/2010
15,803#	10.1071	01/01/2010
12,958#	9.9283	01/01/2010
2,844#	9.9099	01/01/2010
2,339#	9.8328	01/01/2010
23,014#	12.9394	01/01/2010
7,585#	8.6156	01/01/2010
15,761#	13.0444	01/01/2010
8,116#	8.6244	01/01/2010
30,401#	11.3608	01/01/2010
124,702#	11.6824	01/01/2010
25,272#	12.0025	01/01/2010
5,924#	12.6777	01/01/2010
56,416#	12.6662	01/01/2010
5,965#	8.9335	01/01/2010
24,098#	13.1967	01/01/2010
23,596#	13.1726	01/01/2010
9,532#	12.3069	01/01/2010
3,976#	9.0200	01/01/2010
24,327#	12.2029	01/01/2010
303#	9.0188	01/01/2010
1,908#	9.9520	01/01/2010
5,044#	9.8293	01/01/2010
759#	9.9067	01/01/2010
(333,676)##	10.5700	02/01/2010
1,156	11.2788	02/10/2010
510	11.3429	02/11/2010
178	11.8774	02/12/2010
1,564	12.2672	02/16/2010

# Shares were acquired from RCG PB Ltd, an affiliate of Ramius Navigation Master Fund Ltd, in an exempt transaction.

## Shares were transferred to RCG PB Ltd, an affiliate of Ramius Navigation Master Fund Ltd, in an exempt transaction.

CUSIP NO. 004934105

1,249	12.2521	02/17/2010
978	12.4556	02/18/2010
1,045	12.7868	02/19/2010
952!	12.5780	02/22/2010

RAMIUS ENTERPRISE MASTER FUND LTD

1,020	11.2788	02/10/2010
450	11.3429	02/11/2010
158	11.8774	02/12/2010
1,380	12.2672	02/16/2010
1,103	12.2521	02/17/2010
862	12.4556	02/18/2010
923	12.7868	02/19/2010
840!	12.5780	02/22/2010

RCG PB, LTD

(21,013)*	11.8800	01/01/2010
(17,548)*	11.8800	01/01/2010
(18,109) *	11.8800	01/01/2010
(17,918) *	11.8800	01/01/2010
(25,950) *	11.8800	01/01/2010
(37,035) *	11.8800	01/01/2010
(7,894) *	11.8800	01/01/2010
(5,585) *	11.8800	01/01/2010
(48,098) *	11.8800	01/01/2010
(2,980) *	11.8800	01/01/2010
(3,838) *	11.8800	01/01/2010
(903) *	11.8800	01/01/2010
(4,876) *	11.8800	01/01/2010
(2,447) *	11.8800	01/01/2010
(27,213) *	11.8800	01/01/2010
(28,403) *	11.8800	01/01/2010
(22,124) *	11.8800	01/01/2010
(8,127) *	11.8800	01/01/2010
(3,341) *	11.8800	01/01/2010
(5,237) *	11.8800	01/01/2010
(31,154) *	11.8800	01/01/2010
(9,211) *	11.8800	01/01/2010
(6,140) *	11.8800	01/01/2010
(9,482) *	11.8800	01/01/2010
(316) *	11.8800	01/01/2010
(13,726) *	11.8800	01/01/2010
(7,901) *	11.8800	01/01/2010
(2,370) *	11.8800	01/01/2010

! Purchase effected pursuant to a Rule 10b5-1 Purchase Trading Plan.

* Shares were transferred to Ramius Navigation Master Fund Ltd, an affiliate of RCG PB Ltd, in an exempt transaction.

CUSIP NO. 004934105

(3,382) *	11.8800	01/01/2010
(2,149) *	11.8800	01/01/2010
(3,161) *	11.8800	01/01/2010
(196) *	11.8800	01/01/2010
(4,298) *	11.8800	01/01/2010
(295) *	11.8800	01/01/2010
(1,580) *	11.8800	01/01/2010
(5,404) *	11.8800	01/01/2010
(8,192) *	11.8800	01/01/2010
(3,982) *	11.8800	01/01/2010
(9,482) *	11.8800	01/01/2010
(14,254) *	11.8800	01/01/2010
(4,709) *	11.8800	01/01/2010
(29,481) *	11.8800	01/01/2010
(21,357) *	11.8800	01/01/2010
(15,803) *	11.8800	01/01/2010
(12,958) *	11.8800	01/01/2010
(2,844) *	11.8800	01/01/2010
(2,339) *	11.8800	01/01/2010
(23,014) *	11.8800	01/01/2010
(7,585) *	11.8800	01/01/2010
(15,761) *	11.8800	01/01/2010
(8,116) *	11.8800	01/01/2010
(30,401) *	11.8800	01/01/2010
(124,702) *	11.8800	01/01/2010
(25,272) *	11.8800	01/01/2010
(5,924) *	11.8800	01/01/2010
(56,416) *	11.8800	01/01/2010
(5,965) *	11.8800	01/01/2010
(24,098) *	11.8800	01/01/2010
(23,596) *	11.8800	01/01/2010
(9,532) *	11.8800	01/01/2010
(3,976) *	11.8800	01/01/2010
(24,327) *	11.8800	01/01/2010
(303) *	11.8800	01/01/2010
(1,908) *	11.8800	01/01/2010
(5,044) *	11.8800	01/01/2010
(759) *	11.8800	01/01/2010
333,676**	10.5700	02/01/2010

* Shares were transferred to Ramius Navigation Master Fund Ltd, an affiliate of RCG PB Ltd, in an exempt transaction.

** Shares were acquired from Ramius Navigation Master Fund Ltd, an affiliate of RCG PB Ltd, in an exempt transaction.

CUSIP NO. 004934105

SCHEDULE B

Directors and Officers of Ramius Value and Opportunity Master Fund Ltd

Name and Position	Principal Occupation	Principal Business Address	Citizenship

Jeffrey M. Solomon Director	Chairman of the Investment Committee of Cowen Group, Inc.	599 Lexington Avenue 20th Floor New York, New York 10022	United States

Mark R. Mitchell Director	Partner Managing Director of Ramius LLC	599 Lexington Avenue 20th Floor New York, New York 10022	United States

CFS Company Ltd. Director	Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund	c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park Windward 1, 2nd Floor PO Box 31106 Grand Cayman KY1-1205 Cayman Islands	Cayman Islands
CSS Corporation Ltd. Secretary	Affiliate of the Administrator of the Fund	c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park Windward 1, 2nd Floor PO Box 31106 Grand Cayman KY1-1205 Cayman Islands	Cayman Islands
CSS Corporation Ltd. Secretary	Affiliate of the Administrator of the Fund	c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park Windward 1, 2nd Floor PO Box 31106 Grand Cayman KY1-1205 Cayman Islands	Cayman Islands

CUSIP NO. 004934105

SCHEDULE C

Directors and Officers of Ramius Enterprise Master Fund Ltd

Name and Position	Principal Occupation	Principal Business Address	Citizenship

Morgan B. Stark Director	Chief Executive Officer and President of Ramius LLC	599 Lexington Avenue 20th Floor New York, New York 10022	United States

Marran Ogilvie Director	Chief of Staff of Cowen Group, Inc.	599 Lexington Avenue 20th Floor New York, New York 10022	United States

CFS Company Ltd. Director	Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund	c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park Windward 1, 2nd Floor PO Box 31106 Grand Cayman KY1-1205 Cayman Islands	Cayman Islands
CSS Corporation Ltd. Secretary	Affiliate of the Administrator of the Fund	c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park Windward 1, 2nd Floor PO Box 31106 Grand Cayman KY1-1205 Cayman Islands	Cayman Islands

CUSIP NO. 004934105

SCHEDULE D

Directors and Officers of Ramius Navigation Master Fund Ltd

Name and Position	Principal Occupation	Principal Business Address	Citizenship

Jeffrey C. Smith Director	Partner Managing Director of Ramius LLC	599 Lexington Avenue 20th Floor New York, New York 10022	United States

Marran Ogilvie Director	Chief of Staff of Cowen Group, Inc.	599 Lexington Avenue 20th Floor New York, New York 10022	United States

CUSIP NO. 004934105

SCHEDULE E

Directors and Officers of RCG PB, Ltd

Name and Position	Principal Occupation	Principal Business Address	Citizenship

Morgan B. Stark Director	Chief Executive Officer and President of Ramius LLC	599 Lexington Avenue 20th Floor New York, New York 10022	United States

Marran Ogilvie Director	Chief of Staff of Cowen Group, Inc.	599 Lexington Avenue 20th Floor New York, New York 10022	United States

CFS Company Ltd. Director	Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund	c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park Windward 1, 2nd Floor PO Box 31106 Grand Cayman KY1-1205 Cayman Islands	Cayman Islands
CSS Corporation Ltd. Secretary	Affiliate of the Administrator of the Fund	c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park Windward 1, 2nd Floor PO Box 31106 Grand Cayman KY1-1205 Cayman Islands	Cayman Islands

CUSIP NO. 004934105

SCHEDULE F

Directors and Officers of Cowen Group, Inc.

Name and Position	Principal Occupation	Principal Business Address	Citizenship

Peter A. Cohen Chairman of the Board and Chief Executive Officer	Chief Executive Officer of Cowen Group, Inc.	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	United States

Jules B. Kroll Director	President of JEMKroll Group	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	United States

David M. Malcolm Director	President and Chief Executive Officer of Cowen and Company	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	United States

Jerome S. Markowitz Director	Senior Partner at Conifer Securities LLC	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	United States

Jack H. Nusbaum Director	Chairman of Willkie Farr & Gallagher LLP	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	United States

L. Thomas Richards, M.D. Director	Physician, UCSF Medical Center	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	United States

Edoardo Spezzotti Director	Senior Executive Vice President of Unicredit Group	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	Italy

John E. Toffolon, Jr. Lead Director	Director, Westway Group, Inc.	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	United States

Charles W.B. Wardell, III Director	Senior Client Partner at Korn/Ferry	c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022	United States

CUSIP NO. 004934105

Purchase Plan

This purchase plan is dated as of February 19, 2010 (“Purchase Plan”) between Ramius LLC (together with its controlled affiliates, “Purchaser”) and Craig-Hallum Capital Group LLC (“Craig-Hallum”), as agent.

A. Recitals

1. This Purchase Plan is entered into between Purchaser and Craig-Hallum as the Purchaser’s adoption of a written plan for trading securities that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

2. Purchaser is establishing this Purchase Plan in order to permit the orderly acquisition of the common stock of Actel Corporation (the “Stock” and the “Issuer” as the case may be).

B. Purchaser’s Representations, Warranties and Covenants

1. As of the date on which Purchaser executed this Purchase Plan, Purchaser was not aware of any material nonpublic information concerning the Issuer or its securities. Purchaser entered into this Purchase Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.

2. The execution and delivery of this Purchase Plan by Purchaser and the transactions contemplated by this Purchase Plan will not contravene any provision of applicable law or any agreement or other instrument binding on Purchaser or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Purchaser.

3. Purchaser agrees that it shall not, directly or indirectly, communicate any information relating to the Stock or the Issuer to any employee of Craig-Hallum or its affiliates who is involved, directly or indirectly, in executing this Purchase Plan at any time while the Purchase Plan is in effect.

4. (a) Purchaser agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent any such filings are applicable to Purchaser.

(b) Purchaser agrees that it shall in connection with the performance of this Purchase Plan comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

C. Craig-Hallum’s Representations, Warranties and Covenants

1. Craig-Hallum has implemented reasonable policies and procedures, taking into consideration the nature of Craig-Hallum’s business, to ensure that its employees making investment decisions will not violate the laws prohibiting trading on the basis of material nonpublic information. These policies and procedures include those that restrict any purchase or sale, or causing any purchase or sale, of any security as to which Craig-Hallum has material nonpublic information.

2. In connection with all purchases of Stock, Craig-Hallum shall deliver to the Purchaser by facsimile or electronic mail, no later than the close of business on the date such transaction is effected, all information necessary (to the extent that Craig-Hallum possesses such information) for the Purchaser to make all required Form 4 and 5 filings, as required by Section 16(a) of the Exchange Act with regard to purchases made pursuant to this Purchase Plan.

3. Craig-Hallum agrees to conduct all purchases pursuant to this Purchase Plan in accordance with applicable laws including, but not limited to, Rule 10b-18 under the Exchange Act.

D. Implementation of the Plan

1. Purchaser hereby appoints Craig-Hallum to purchase shares of Stock pursuant to the terms and conditions set forth below. Subject to such terms and conditions, Craig-Hallum hereby accepts such appointment.

2. Craig-Hallum is authorized to begin purchasing Stock pursuant to this Purchase Plan commencing on the date hereof and ending on the earlier of (i) the termination of this Purchase Plan in accordance with Section E below or (ii) two business days after receipt of notice of the commencement of any proceedings in respect of or triggered by the Purchaser's bankruptcy, liquidation or insolvency.

3. (a) Craig-Hallum is directed to purchase shares of Stock pursuant to this Purchase Plan in accordance with trading requirements adopted by the Purchaser and to be delivered in writing to Craig-Hallum by separate letter (the “Trading Instructions”). The prices indicated in the Trading Instructions are gross prices before commissions (which shall be $0.015 per share) or mark-down.

(b) Subject to the parameters set forth in the Trading Instructions hereto and the other applicable provisions of this Purchase Plan, Craig-Hallum shall purchase the Stock under ordinary principles of best execution.

(c) The amounts set forth in the Trading Instructions shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any similar transaction with respect to the Issuer’s stock that occurs during the term of the Purchase Plan.

(d) Purchaser understands that Craig-Hallum may not be able to effect a purchase due to a market disruption or a legal, regulatory or contractual restriction applicable to Craig-Hallum or any other event or circumstance (a “Blackout”). Purchaser also understands that even in the absence of a Blackout, Craig-Hallum may be unable to effect purchases consistent with ordinary principles of best execution due to insufficient volume of trading, failure of the Stock to reach and sustain a limit order price, or other market factors in effect on the date of a purchase.

(e) Purchaser and Craig-Hallum agree that if Issuer enters into a transaction that results, in Issuer’s good faith determination, in the imposition of trading restrictions on the Purchaser, such as a tender offer, material business combination or stock offering requiring an affiliate lock-up (“Issuer Restriction”), and if Issuer and Purchaser shall provide Craig-Hallum at least three (3) days’ prior written notice signed by Issuer and Purchaser and confirmed by telephone of such trading restrictions then Craig-Hallum will cease effecting purchases under this Purchase Plan until notified in writing by both Issuer and Purchaser that such restrictions have terminated. Craig-Hallum shall resume effecting purchases in accordance with this Purchase Plan as soon as practicable after the cessation or termination of a Blackout or receipt of the notice as set forth in the preceding sentence that the Issuer Restriction has ended. Any unfilled purchases that are not executed due to the existence of a Blackout or Issuer Restriction shall be deemed to be cancelled and shall not be effected pursuant to this Purchase Plan.

4. To the extent that any Stock remains in the Purchaser’s account after the end of, or upon termination of, this Purchase Plan, Craig-Hallum agrees to transfer such Stock promptly to Purchaser’s custodian or to the Issuer’s transfer agent for relegending to the extent that such Stock would then be subject to transfer restrictions in the hands of the Purchaser or otherwise to be put in such name as directed by Purchaser.

5. Subject to the parameters specified in Section D(3) above, purchases of the Stock may be effected, in whole or in part, on an agency basis or, if Craig-Hallum is a market maker in the Stock at the time that any purchase is to be made under this Purchase Plan, Craig-Hallum may, in its sole discretion, effect one or more purchases on a principal basis commensurate with all regulatory requirements regarding best execution practices.

6. Purchaser acknowledges and agrees that he does not have authority, influence or control over any purchases of Stock effected by Craig-Hallum pursuant to this Purchase Plan, and will not attempt to exercise any authority, influence or control over such purchases.

E. Termination

1. This Purchase Plan shall terminate upon the earlier to occur of the following:

(a) Craig-Hallum purchases the maximum number of shares of Stock allowable under this Purchase Plan; and

(b) One party hereto receives written notice of termination from the other party.

2. Any modification of this Purchase Plan by Purchaser will be made in good faith and not as part of a scheme to evade the prohibitions of applicable law. In particular, subject to the Purchaser's right to terminate this Purchase Plan, Purchaser agrees not to alter or modify this Purchase Plan at any time that Purchaser is aware of any material non-public information about the Issuer or the Stock.

F. Limitation of Liability

1. Notwithstanding any other provision hereof, Craig-Hallum shall not be liable to Purchaser for:

(a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or incidental damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or

(b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

2. Purchaser has consulted with his own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon Craig-Hallum or any person affiliated with Craig-Hallum in connection with, Purchaser’s adoption and implementation of this Purchase Plan.

3. Purchaser acknowledges and agrees that in performing its obligations hereunder neither Craig-Hallum nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Purchaser’s assets, or exercising any authority or control respecting management or disposition of Purchaser’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Purchaser or Purchaser’s assets. Without limiting the foregoing, Purchaser further acknowledges and agrees that neither Craig-Hallum nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Purchaser’s assets.

4. Purchaser jointly and severally agrees to indemnify and hold harmless Craig-Hallum and its officers, directors, employees, agents and affiliates from and against any losses, liabilities, claims, damages and expenses including but not limited to reasonable and documented attorneys’ fees and the costs of investigating or defending any matter, arising out of or incurred in connection with this Purchase Plan (“Losses”), except to the extent Losses are found in a final award or judgment by an arbitrator or court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from gross negligence or willful misconduct on the part of Craig-Hallum.

G. General

1. Purchaser and Craig-Hallum acknowledge and agree that Craig-Hallum is acting as agent and custodian for Purchaser in connection with this Purchase Plan and that Purchaser is a “customer” of Craig-Hallum within the meaning of Section 741(2) of Title 11 of the United States Code (the “Bankruptcy Code”). Purchaser and Craig-Hallum further acknowledge and agree that this Purchase Plan is a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, entitled to the protections of, among other sections, Sections 362(b)(6), 546(e) and 555 of the Bankruptcy Code.

2. This Purchase Plan constitutes the entire agreement between the parties with respect to this Purchase Plan and supersedes any prior agreements or understandings with regard to the Purchase Plan.

3. All notices to Craig-Hallum under this Purchase Plan shall be deemed notice when received and shall be given to all of the following persons in the manner specified by this Purchase Plan by telephone, by facsimile or by certified mail:

Craig-Hallum Capital Group LLC

222 South 9th Street, Suite 350

Minneapolis, MN 55402

Attn: Patricia Bartholomew

4. Neither party’s rights and obligations under this Purchase Plan may be assigned or delegated without the written permission of the other party.

5. This Purchase Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

6. If any provision of this Purchase Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Purchase Plan will continue and remain in full force and effect.

7. This Purchase Plan, and all transactions contemplated hereunder, shall be governed by and construed in accordance with the internal laws of the State of New York. Any action brought in connection with this Purchase Plan shall be brought in the federal or state courts located in the County of New York, State of New York, and the parties hereto irrevocably consent to the jurisdiction of such courts. This Purchase Plan may be modified or amended only by a writing signed by the parties hereto. IN THE EVENT OF A DISPUTE BETWEEN THE PARTIES, THE PARTIES HEREBY AGREE TO WAIVE TRIAL BY JURY.

IN WITNESS WHEREOF, the undersigned have signed this Purchase Plan as of the date first written above.

RAMIUS LLC

By:________________________________

Name:

Title:

CRAIG-HALLUM CAPITAL GROUP LLC

By:________________________________

Name:

Title: