Employer agrees to pay to Employee during the Employment Term an annual base salary in the amount of Three Hundred and Eighty Thousand US Dollars ($380,000) per Employment Year less payroll deductions and all required withholdings, or such higher amount as the Compensation Committee of the Board shall from time to time determine.  Employee’s base salary shall be paid not less frequently than semi-monthly in accordance with Employer’s usual payroll practices.  The Compensation Committee of the Board will review Employee’s base salary no less than once annually, and shall have sole discretion to increase or decrease (subject to the next sentence hereof) the base salary.  Employee’s base salary only may be decreased in connection with a salary reduction program approved by the Compensation Committee of the Board, which affects all executive officers of Employer.