ADDENDUM TO EMPLOYMENT AGREEMENT

the standard Company benefits enjoyed by Company's other top executives as a group;

medical and other insurance coverage (for Employee and any covered dependents) provided by Company to its other top executives as a group;

supplemental disability insurance sufficient to provide two-thirds of Employee's pre-disability Annual Base Salary;

an annual incentive bonus opportunity under Company's annual incentive plan ("Annual Bonus Plan") with such opportunity to be earned based upon attainment of performance objectives established by the Board or Committee ("Annual Bonus"). Employee's target Annual Bonus under the Annual Bonus Plan shall be no less than 100% of Employee's Annual Base Salary, with a maximum of up to 200% of Employee’s Annual Base Salary (collectively, the target and maximum are referred to as the “Annual Bonus Opportunity”). Employee's Annual Bonus Opportunity may be periodically reviewed and increased (but not decreased without Employee's express written consent) at the discretion of the Committee, Board, CEO or COO. The Annual Bonus shall be paid no later than the March 15^th first following the calendar year to which the Annual Bonus relates;

a retention incentive opportunity in an aggregate amount of $1,500,000 (the “Retention Incentive”), to be paid in cash, of which $500,000 shall be earned and payable to the Employee on or before October 31, 2013 if, and only if, the Employee continues to be employed by Company on September 30, 2013, and the remaining $1,000,000 shall be earned and payable to the Employee on or before October 31, 2014 if, and only if, the Employee continues to be employed by Company on September 30, 2014. Notwithstanding the foregoing, the Retention Incentive, or any portion thereof that remains unpaid, shall immediately vest upon a Change in Control as defined in this Agreement, and shall be paid within thirty (30) days of the Change in Control; and

participation in equity awards made under the Omnibus Plan, as approved by the Compensation Committee of Company’s Board of Directors.

During Employment Term. Employee agrees that, during the Employment Term, he will devote such business time, attention and energies reasonably necessary to the diligent and faithful performance of the services to Company and its affiliates, and he will not engage in any way whatsoever, directly or indirectly, in any business that is a direct competitor with Company's or its affiliates' principal business, nor solicit customers, suppliers or employees of Company or affiliates on behalf of, or in any other manner work for or assist any business which is a direct competitor with Company's or its affiliates' principal business. In addition, during the Employment Term, Employee will undertake no planning for or organization of any business activity competitive with the work he performs as an employee of Company, and Employee will not combine or conspire with any other employee of Company or any other person for the purpose of organizing any such competitive business activity.

After Employment Term. The parties acknowledge that Employee will acquire substantial knowledge and information concerning the business of Company and its affiliates as a result of his employment. The parties further acknowledge that the scope of business in which Company and its affiliates are engaged as of the Effective Date is national and very competitive and one in which few companies can successfully compete. Competition by Employee in that business after the Employment Term would severely injure Company and its affiliates. Accordingly, for a period of one (1) year after Employee's employment terminates for any reason whatsoever, except as otherwise stated herein below, Employee agrees: (1) not to become an employee, consultant, advisor, principal, partner or substantial shareholder of any firm or business that directly competes with Company or its affiliates in their principal products and markets; and (2), on behalf of any such competitive firm or business, not to solicit any person or business that was at the time of such termination and remains a customer or prospective customer, a supplier or prospective supplier, or an employee of Company or an affiliate. Notwithstanding any of the foregoing provisions to the contrary, Employee shall not be subject to any of the restrictions set forth in this Subsection 12(b) if Employee's employment is terminated as a result of