AR 13


Proxy/Post Termination Payments and Benefits/Annual Cash Incentive Plans

Until the adoption of the 2013 Plan, our named executive officers also were eligible to receive annual cash incentive awards under the Company's Cash Bonus Plan (the "Cash Bonus Plan"), which generally requires a participant to be employed for the full award year in order to be eligible to receive an award under the Plan. However, the Cash Bonus Plan expressly authorizes the Committee, in its sole and absolute discretion, to authorize the payment of a cash bonus award to any individual who has been employed for less than a full award year or to any individual who shall cease to be in the employ of the Company for any reason prior to the end of a particular award year, to the extent that the Committee determines the payment of such an award to be fair and equitable. The 2014 annual cash incentive award opportunities for all executive officers were made under the 2013 Plan.