AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

an annual incentive bonus opportunity under the Company's annual incentive plan ("Annual Bonus Plan") for each calendar year included in the Employment Term commencing as of January 1, 2012, with such opportunity to be earned based upon attainment of performance objectives established by the Company ("Annual Bonus"). The Employee's target Annual Bonus under the Annual Bonus Plan shall be no less than 100% of the Employee’s then current Annual Base Salary, with a maximum of up to 200% of the Employee's then current Annual Base Salary (collectively, the target and maximum Annual Bonus are referred to as the "Annual Bonus Opportunity"). Employee's Annual Bonus Opportunity may be periodically reviewed and increased, but may not be decreased without Employee's express written consent. If owed pursuant to the terms of the Annual Bonus Plan, the Annual Bonus shall be paid no later than the March 15^th first following the calendar year to which the Annual Bonus relates. Unless provided otherwise herein or the Board of Directors of Company (the “Board”) determines otherwise, no Annual Bonus shall be paid to the Employee unless the Employee is employed by the Company, or an affiliate thereof, on the last date of the Annual Bonus measurement period;”