AR 13


Proxy/Post Termination Payments and Benefits/Coordination of Benefits; Conditions Precedent to the Receipt of Severance Benefits

Executives shall not be entitled to receive duplicate severance benefits under the plans and agreements described above. If an executive's employment with the Company is terminated under circumstances that would result in the payment of severance benefits under the executive's change in control agreement, the severance benefits payable under the change in control agreement will be paid in lieu of any severance benefits that otherwise would be payable under the executive's employment agreement. Moreover, the severance benefits specified in the employment and change in control agreements shall be paid in lieu of any similar benefits provided under the 2003 Plan, the 2013 Plan and the Cash Bonus Plan. Finally, an executive is entitled to severance benefits under his employment agreement or change in control agreement only if (i) the executive signs a release agreement, and (ii) the executive does not compete with the Company and its subsidiaries and does not solicit our employees during the 2-year period following termination of employment.