Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e) Amendment to Equity Incentive Plan

The Company has previously adopted and sponsors the Heritage 2006 Equity Incentive Plan, as amended and restated effective January 28, 2009 and as further amended effective January 25, 2012 (the "Equity Incentive Plan"), under which the named executive officers of the Company (among others) participate. (For additional information regarding the terms and conditions of the Equity Incentive Plan, as well as a copy of the Plan itself, please see the Company's Form S-8 filed on July 28, 2009.) The Equity Incentive Plan empowers the Board of Directors of the Company, in its discretion, to amend the Equity Incentive Plan in certain respects. Consistent with its authority to amend the Equity Incentive Plan, effective August 22, 2012, the Board amended the definition of "Fair Market Value" under Section 1.11 of the Equity Incentive Plan to read as follows:

"1.11. "Fair Market Value" of a share of Common Stock on any relevant date means: (i) the price of the last sale of a share of Common Stock on the OTC Markets Group (or its successor interdealer quotation system) occurring prior to the grant of the applicable Award under the Plan; or (ii) if (i) is inapplicable, the fair market value as determined in good faith by the Board."

---