(a)        The initial term of the Employment Agreement is extended until July 31, 2013.

(b)        The annual base salary is increased from $1,000,000 to $1,200,000, effective February 24, 2010.

(c)        The performance target with respect to the annual performance bonus will be increased from 100% of Ms. Grossman's base salary to 125% of Ms. Grossman's base salary, with the actual amount to be awarded based on the extent to which certain pre-established performance goals approved by the Committee are achieved.

(d)        In lieu of the long-term incentive plan described in the Employment Agreement, beginning in 2010, Ms. Grossman will participate in the Company's long-term incentive program designed pursuant to the Company's Amended and Restated 2008 Stock and Annual Incentive Plan, as amended, and generally applicable to all executive officers of the Company. Ms. Grossman's target will be 250% of annual base salary and the form of award will be stock-settled stock appreciation rights with 3-year annual vesting and 10-year terms.

(e)        Ms. Grossman was given a one-time equity award in connection with the execution of the Amendment. This award was in the form of 200,000 restricted stock units vesting over a period of three years with 50% vesting on July 31, 2011, 25% vesting on July 31, 2012, and 25% vesting on July 31, 2013.