As of the date when Executive commences employment hereunder, the Executive’s annual base salary (“Salary”) will be $900,000.  Executive’s Salary may be increased from time to time based on merit or such other considerations as the Compensation Committee of the Board (“Compensation Committee”) may deem appropriate, and prior to a Change in Control (as defined in Section 4.8 hereof) may be reduced as part of a general across the board salary reduction that is applicable to all senior executives who are included as “named executive officers” in the Company’s Proxy Statement.  The Salary shall be payable in periodic installments in accordance with the Company’s regular payroll practices as in effect from time to time.