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 incentive bonus opportunity under Company's Amended and Restated Omnibus Incentive Plan ("Omnibus Plan") with such opportunity to be earned based upon attainment of performance objectives established by the Board or Committee ("Incentive Bonus"). Employee's target Incentive Bonus under the Omnibus Plan shall be no less than 165% of Employee's Annual Base Salary (the “Incentive Bonus Opportunity”). The Incentive Bonus shall be paid no later than September 15, 2012; and

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

Employee shall continue to receive the Annual Base Salary described in Section 3 of this Addendum for the remainder of the Addendum Term; and

Employee shall be entitled to receive the Incentive Bonus described in Section 4(d) of the Addendum, subject to the Board’s or a Committee’s determination of Employee’s achievement of the performance objectives associated therewith, without any proration for any part of the Addendum Term during which Employee did not serve as Chief Executive Officer of the Company.

Termination by Company for a Reason Other than Cause, Death or Disability and Termination by Employee for Good Reason. If Employee's employment is terminated by: (1) Company for any reason other than Cause, Death or Disability; or (2) Employee for Good Reason:

Company shall pay Employee the following (for the avoidance of doubt, the

Company shall pay Employee, within thirty (30) business days after the Date of Termination, a lump-sum payment equal to the unpaid portion of Employee’s Annual Base Salary described in Section 3 of this Addendum for the remainder of the Addendum Term;

Company shall pay Employee, within thirty (30) business days after the Date of Termination, a lump-sum payment equal to 300% of the sum of: (A) Employee's minimum Annual Base Salary as Executive Chairman of the Company, as more specifically described in Section 4 of the Employment Agreement (which, for the avoidance of doubt, is $250,000); and (B) the highest Annual Bonus paid to Employee by Company within the three (3) calendar years preceding his termination of employment;

Company shall pay Employee, within thirty (30) business days following the end of the performance period relating thereto, any amounts owed to Employee with respect to the Incentive Bonus in accordance with the award agreement relating thereto.

All stock option, restricted stock and other equity-based incentive awards granted by Company that were outstanding but not vested as of the Date of Termination shall become immediately vested and/or payable, as the case may be; unless the equity incentive awards are based upon satisfaction of performance criteria; in which case, they will only vest pursuant to their express terms; and

As long as Employee pays the full monthly premiums for COBRA coverage, Company shall provide Employee and, as applicable, Employee's eligible dependents with continued medical and dental coverage, on the same basis as provided to Company's active executives and their dependents until the earlier of: (i) eighteen (18) months after the Date of Termination; or (ii) the date Employee is first eligible for medical and dental coverage (without pre-existing condition limitations) with a subsequent employer. In addition, within thirty (30) business days after the Date of Termination, Company shall pay Employee a lump sum cash payment equal to eighteen monthly medical and dental COBRA premiums based on the level of coverage in effect for the Employee (e.g., employee only or family coverage) on the Date of Termination.

Termination by Company for Cause and by Employee without Good Reason. If

Termination due to Death or Disability. If Employee's employment is terminated due to death or Disability, Company shall pay Employee (or to Employee's estate or personal representative in the case of death), within thirty (30) business days after the Date of Termination: (i) any Addendum Accrued Obligations; plus (ii) a prorated Incentive Bonus based upon the target Incentive Bonus Employee would have received, multiplied by the percentage of the performance period completed before the Date of Termination; plus (iii) the unpaid portion of the Annual Base Salary for the remainder of the Employment Term.

Definition of Change in Control. For purposes of this Agreement, the term "Change in Control" shall mean that the conditions set forth in any one of the following subsections shall have been satisfied:

the acquisition, directly or indirectly, by any "person" (within the meaning of Section 3(a)(9) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and used in Sections 13(d) and 14(d) thereof) of "beneficial ownership" (within the meaning of Rule 13d-3 of the Exchange Act) of securities of Company possessing more than 50% of the total combined voting power of all outstanding securities of Company;

a merger or consolidation in which Company is not the surviving entity, except for a transaction in which the holders of the outstanding voting securities of Company immediately prior to such merger or consolidation hold, in the aggregate, securities possessing more than 50% of the total combined voting power of all outstanding voting securities of the surviving entity immediately after such merger or consolidation;

a reverse merger in which Company is the surviving entity but in which securities possessing more than 50% of the total combined voting power of all outstanding voting securities of Company are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger;

during any period of two (2) consecutive years during the Employment Term or any extensions thereof, individuals, who, at the beginning of such period, constitute the Board, cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period;

the sale, transfer or other disposition (in one transaction or a series of related

the approval by the stockholders of a plan or proposal for the liquidation or dissolution of Company.

Six-Month Delay. To the extent Employee is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance promulgated thereunder and any elections made by the Company in accordance therewith, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be payable during the six-month period after separation from service, will be made during such six-month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six-month period.