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•	Eliminating the single-trigger cash change in control payment and adopting, instead, a double-trigger cash change in control payment structure. The Amended Employment Agreement provides that if Mr. Fadel’s employment is terminated in conjunction with a Change in Control by the Company without Cause or by Mr. Fadel for Good Reason, then Mr. Fadel shall be entitled to receive:

◦	his unpaid but earned base salary through the date of termination;

◦	a pro rata bonus calculated based on Mr. Fadel’s bonus amount from the previous year;

◦	2.0 times Salary and Bonus; and

◦	continuation of group health insurance coverage for twenty-four months.

•

Revising the payments and benefits Mr. Fadel is entitled to receive if Mr. Fadel’s employment is terminated by the Company without Cause, by Mr. Fadel for Good Reason, or upon expiration of the term due to the Company providing notice of non-renewal from two times Base Salary to two times Salary & Bonus payable in equal monthly installments over 24 months, and extending the Benefit Continuation Coverage from 18 to 24 months.

•	Deleting the automatic golden parachute cutback provision, resulting in Mr. Fadel being responsible for the payment of any excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Company being subject to certain limits regarding the deductibility of excess compensation payable to Mr. Fadel under Section 280G of the Code.

(i)	any person becomes the beneficial owner of 40% or more of the combined voting power of the then outstanding voting securities of the Company;

(ii)

a consolidation, merger or reorganization of the Company, unless (A) the stockholders of the Company immediately before such consolidation, merger or reorganization own, directly or indirectly, at least a majority of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such consolidation, merger or reorganization, (B) individuals who were members of the board of directors of the Company immediately prior to the execution of the agreement providing for such consolidation, merger or reorganization constitute a majority of the board of directors of the surviving corporation or of a corporation directly or indirectly beneficially owning a majority of the voting securities of the surviving corporation, and (C) no person beneficially owns more than 40% of the combined voting power of the then outstanding voting securities of the surviving corporation (other than a person who is (1) the Company or a subsidiary of the Company, (2) an employee benefit plan maintained by the Company, the surviving corporation or any subsidiary, or (3) the beneficial owner of 40% or more of the combined voting power of the outstanding voting securities of the Company immediately prior to such consolidation, merger or reorganization); or

(iii)	a complete liquidation or dissolution of the Company, or a sale or other disposition of all or substantially all of the assets of the Company (other than to an entity described in (ii) above).

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