NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND
GRANTS OF PLAN-BASED AWARDS TABLE
The following describes material features of the compensation disclosed in the Summary Compensation Table and the Grants of Plan-Based Awards
Employment Agreements. As described in Compensation Discussion and Analysis: Employment Agreements and Severance
Packages, each of Messrs. OShaughnessy and Rosen entered into employment agreements with the Company in 2014 that provide for annual base salaries of $750,000 and $1,625,000, respectively, and a discretionary annual cash incentive bonus
target of 100% of base salary. Mr. Rosen is additionally entitled to guaranteed enhanced retirement benefits under the terms of his employment agreement.
Letter Agreements. As described in Compensation Discussion and Analysis: Employment Agreements and Severance Packages, each
of Messrs. Jones and Rosberg entered into a letter agreement with the Company in 2014 providing for enhanced retirement benefits upon the termination of their employment with the Company for any reason.
Annual Bonus/Incentive Awards. The Summary Compensation Table and Grants of Plan-Based Awards table provide information regarding the
annual bonus or incentive awards granted to the named executive officers in 2016. See Compensation Discussion and Analysis: Performance-Based Incentive CompensationAnnual Bonuses for additional information regarding the terms of
Restricted Stock. The Summary Compensation Table reflects the fair value of the restricted stock awards made in 2015
on the date of grant, and in the case of Mr. Rosberg, the incremental value resulting from the modification due to accelerated vesting in May 2016. Restricted stock generally vests four years from the date of grant, subject to continued employment.
Performance Units. The Summary Compensation Table includes amounts earned for Performance Units granted under the 20112014
and 20132016 award cycles. The Committee sets the performance-based goals for the grants at the beginning of each four-year award cycle. For additional information regarding the performance units, see Compensation Discussion and
Analysis: Performance Based Incentive CompensationPerformance Units.
Stock Options. Generally, the value of stock
option awards shown in the Summary Compensation Table represents options granted under the 2012 ICP. The options generally vest 25% per year over a four-year period from the date of grant and are exercisable for ten years from the date of