AR 13


Proxy/Summary Compensation Table/Employment Agreements and Change in Control Agreements

We currently have employment agreements with Messrs. Keating, Steiner, Smidler and Galla. Mr. Denninger had an employment agreement until he retired from the Company on June 30, 2013. Messrs. Starr and Lisle currently do not have employment agreements.

We currently have change in control agreements with each of our named executive officers, except for Mr. Denninger whose change in control agreement terminated upon the effective date of his retirement.

The terms of the employment agreements generally extend until January 1, 2015, subject to annual renewal thereafter, at the discretion of the Board, except for Mr. Smidler's employment agreement which expires September 1, 2014. The elements of compensation and benefits that are reflected in the Summary Compensation Table were provided according to the terms of the employment agreements and the compensation and benefit plans in place during 2013; however, the Company reserves the right to change the terms and conditions of its compensation and benefit plans. These agreements further provide for participation in our employee benefit programs generally applicable to our senior executives, except that Messrs. Keating and Steiner are entitled to continued premium payments for their lifetime under our Senior Executive Life Insurance Program under certain circumstances. The estimated post-termination compensation payable to our named executive officers under these agreements is described in detail under the caption "Post-Termination Payments and Benefits" beginning at page 42.