MANAGEMENT SERVICES AGREEMENT MANAGEMENT SERVICES AGREEMENT WITH BLUE EQUITY, LLC (Notes)	3 Months Ended
Mar. 31, 2013
MANAGEMENT SERVICES AGREEMENT 2013 [Abstract]
Managment Services Agreement with Blue Equity, LLC	MANAGEMENT SERVICES AGREEMENT WITH BLUE EQUITY, LLC On April 1, 2013, the Company and Blue Equity entered into the Management Services Agreement (the “Management Agreement”) under which Blue Equity provides the Company with day-to-day senior executive level operating management supervisory services. Blue Equity will also provide business, financial, and organizational strategy and consulting services, as the Company's Board of Directors may reasonably request from time to time. The Management Agreement provides that the Company will pay Blue Equity a monthly management fee of $85.0 thousand, along with reimbursement of out-of-pocket expenses. Subject to shareholder approval and vesting provisions set forth in the Stock Option Agreement dated as of April 1, 2013 between the Company and Blue Equity (the “Stock Option Agreement”), the Company granted options for a total of 1.5 million shares of our Common Stock to Blue Equity at an exercise price per share of $5.00 and subject to certain restrictions on exercise. The first 500.0 thousand options are only subject to vesting, as detailed below. The second 500.0 thousand options are subject to vesting, as detailed below, and are exercisable only if and after the market price of our Common Stock reaches $7.00 per share. The third 500.0 thousand options are subject to vesting, as detailed below, and are exercisable only if and after the market price of our Common Stock reaches $8.00 per share. Subject to the terms and conditions set forth in the Stock Option Agreement, the options shall become exercisable on April 1, 2014; provided, however, the options shall become immediately exercisable for all 1.5 million option shares upon the first to occur of any of the following: (i) the termination of Blue Equity's services under the Management Agreement by the Company without cause; (ii) the termination of Blue Equity's services under the Management Agreement by Blue Equity for good reason; or (iii) upon the occurrence of a change in control (with such vesting and expiration timed to give Blue Equity the right to exercise the options immediately prior to the expiration triggered by the Change in Control). All rights of Blue Equity will terminate with respect to the options and Blue Equity will have no further rights under the Stock Option Agreement if (A) the Company's shareholders fail to ratify the issuance of the options to Blue Equity at the Company's 2013 annual shareholders' meeting or otherwise on or before July 31, 2013, as applicable, (B) Blue Equity's Services under the Management Agreement are terminated by the Company for cause, or (C) Blue Equity resigns under the Management Agreement without good reason. The options shall expire and be of no further force or effect on the earlier of (i) the closing of a change of control transaction, (ii) immediately upon termination of Blue Equity's services under the Management Agreement by the Company for cause or resignation by Blue Equity without good reason, (iii) immediately if the issuance of the options is not ratified by the Company's shareholders at the 2013 annual shareholders meeting or otherwise on or before July 31, 2013, as applicable, (iv) on the date two years after the termination of Blue Equity's services under the Management Agreement by the Company without cause or the resignation by Blue Equity for good reason, and (v) if Blue Equity provides services for twelve months under the Management Agreement, on the date two years after the termination of such services; provided, however, if the Company's shareholders ratify the issuance of the options and a subsequent event closing occurs while Blue Equity is providing services under the Management Agreement, the Option's term will expire on April 1, 2018, subject to earlier termination upon the occurrence of a change in control. If there is a change of control transaction involving the Company during the term of the Management Agreement, or within 12 months following its expiration, the Management Agreement provides for a bonus to Blue Equity equal to 1.0% of the excess amount, if any, of the aggregate consideration exceeding $30.0 million paid directly or indirectly to the Company or its shareholders in connection with the transaction. The Management Agreement provides for a 12-month term beginning April 1, 2013, subject to earlier termination upon mutual agreement or upon circumstances set forth in the agreement. Also on April 1, 2013, the Company issued 125.0 thousand shares of our Common Stock to Blue Equity in a private placement at a per share purchase price of $4.00. The Management Agreement also provides that, upon the occurrence of certain closing events, Blue Equity or one of its affiliates will purchase an additional 225.0 thousand shares of Common Stock from the Company at a per share purchase price of $4.00. The Company's obligation to issue the 225.0 thousand shares of Common Stock is subject to obtaining any necessary shareholder approval and other consents. All shares of Common Stock issued by the Company to Blue Equity in connection with the Management Agreement and Stock Option Agreement are subject to "piggyback" registration rights. If the Company terminates Blue Equity's services without cause or if Blue Equity resigns for good reason or following the shareholders failure to approve the issuance of the stock options, Blue Equity has the right to cause the Company to redeem the 125.0 thousand shares of Common Stock at the original purchase price of $4.00 per share.

MANAGEMENT SERVICES AGREEMENT WITH BLUE EQUITY, LLC

On April 1, 2013, the Company and Blue Equity entered into the Management Services Agreement (the “Management Agreement”) under which Blue Equity provides the Company with day-to-day senior executive level operating management supervisory services. Blue Equity will also provide business, financial, and organizational strategy and consulting services, as the Company's Board of Directors may reasonably request from time to time.

The Management Agreement provides that the Company will pay Blue Equity a monthly management fee of $85.0 thousand, along with reimbursement of out-of-pocket expenses. Subject to shareholder approval and vesting provisions set forth in the Stock Option Agreement dated as of April 1, 2013 between the Company and Blue Equity (the “Stock Option Agreement”), the Company granted options for a total of 1.5 million shares of our Common Stock to Blue Equity at an exercise price per share of $5.00 and subject to certain restrictions on exercise. The first 500.0 thousand options are only subject to vesting, as detailed below. The second 500.0 thousand options are subject to vesting, as detailed below, and are exercisable only if and after the market price of our Common Stock reaches $7.00 per share. The third 500.0 thousand options are subject to vesting, as detailed below, and are exercisable only if and after the market price of our Common Stock reaches $8.00 per share.

Subject to the terms and conditions set forth in the Stock Option Agreement, the options shall become exercisable on April 1, 2014; provided, however, the options shall become immediately exercisable for all 1.5 million option shares upon the first to occur of any of the following: (i) the termination of Blue Equity's services under the Management Agreement by the Company without cause; (ii) the termination of Blue Equity's services under the Management Agreement by Blue Equity for good reason; or (iii) upon the occurrence of a change in control (with such vesting and expiration timed to give Blue Equity the right to exercise the options immediately prior to the expiration triggered by the Change in Control). All rights of Blue Equity will terminate with respect to the options and Blue Equity will have no further rights under the Stock Option Agreement if (A) the Company's shareholders fail to ratify the issuance of the options to Blue Equity at the Company's 2013 annual shareholders' meeting or otherwise on or before July 31, 2013, as applicable, (B) Blue Equity's Services under the Management Agreement are terminated by the Company for cause, or (C) Blue Equity resigns under the Management Agreement without good reason.

The options shall expire and be of no further force or effect on the earlier of (i) the closing of a change of control transaction, (ii) immediately upon termination of Blue Equity's services under the Management Agreement by the Company for cause or resignation by Blue Equity without good reason, (iii) immediately if the issuance of the options is not ratified by the Company's shareholders at the 2013 annual shareholders meeting or otherwise on or before July 31, 2013, as applicable, (iv) on the date two years after the termination of Blue Equity's services under the Management Agreement by the Company without cause or the resignation by Blue Equity for good reason, and (v) if Blue Equity provides services for twelve months under the Management Agreement, on the date two years after the termination of such services; provided, however, if the Company's shareholders ratify the issuance of the options and a subsequent event closing occurs while Blue Equity is providing services under the Management Agreement, the Option's term will expire on April 1, 2018, subject to earlier termination upon the occurrence of a change in control.

If there is a change of control transaction involving the Company during the term of the Management Agreement, or within 12 months following its expiration, the Management Agreement provides for a bonus to Blue Equity equal to 1.0% of the excess amount, if any, of the aggregate consideration exceeding $30.0 million paid directly or indirectly to the Company or its shareholders in connection with the transaction. The Management Agreement provides for a 12-month term beginning April 1, 2013, subject to earlier termination upon mutual agreement or upon circumstances set forth in the agreement.

Also on April 1, 2013, the Company issued 125.0 thousand shares of our Common Stock to Blue Equity in a private placement at a per share purchase price of $4.00. The Management Agreement also provides that, upon the occurrence of certain closing events, Blue Equity or one of its affiliates will purchase an additional 225.0 thousand shares of Common Stock from the Company at a per share purchase price of $4.00. The Company's obligation to issue the 225.0 thousand shares of Common Stock is subject to obtaining any necessary shareholder approval and other consents. All shares of Common Stock issued by the Company to Blue Equity in connection with the Management Agreement and Stock Option Agreement are subject to "piggyback" registration rights. If the Company terminates Blue Equity's services without cause or if Blue Equity resigns for good reason or following the shareholders failure to approve the issuance of the stock options, Blue Equity has the right to cause the Company to redeem the 125.0 thousand shares of Common Stock at the original purchase price of $4.00 per share.