Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers ; Compensatory Arrangements of Certain Officers

On June 25, 2012, the Company entered into the First Amended and Restated Employment Agreement (the "Amended Agreement") with Mr. Richard Rinberg, the Company's Chief Executive Officer. The Amended Agreement amends and restates the employment agreement originally entered into with Mr. Rinberg as of November 1, 2007, as subsequently modified (collectively, the "Original Agreement").

The Amended Agreement implements the following principal modifications to the Original Agreement:

· in the event that Mr. Rinberg's employment is terminated for any reason other than "Just Cause" (as defined in the agreement), then Mr. Rinberg is entitled to a lump sum payment equal to six months' salary, payable at the time of termination, as well as severance pay to which he is entitled under Israeli law (approximately one month's base salary for each year worked); and

· effective July 1, 2012, the monthly amount payable in respect of Manager's Insurance (which is contributed partly by the Company and partly by Mr. Rinberg) will be based on Mr. Rinberg's monthly office expense allowance (in addition to his monthly salary).

The foregoing description of the Amended Agreement is qualified in its entirety by reference to the Amended Agreement filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit Number Document Description 10.1 First Amended and Restated Employment Agreement dated June 25, 2012 between the Company and Mr. Richard Rinberg