Board Justification

Our compensation philosophy includes a strong commitment to provide compensation programs that link executive pay to company and personal performance. Our Board of Directors spent significant time and resources in 2015 to discuss and review our executive compensation program with independent experts in our continuing effort to achieve an appropriate alignment of compensation with performance.

Board Justification

No bonus was awarded to D. Richard Williams in 2015.

Board Justification

Perquisites and personal benefits included executive healthcare benefits, spousal travel and certain office and administrative costs, none of which exceeded the greater of $25,000 or 10% of the total except for the costs of Mr. Addison’s office and administrative support from April 1, 2015 through December 31, 2015 in the aggregate amount of $98,718 pursuant to the terms of his Transition Agreement. All Other Compensation also includes (a) salary for the period from April 1, 2015 through August 18, 2015 pursuant to the terms of the Transition Agreements of $287,670, (b) non-employee director compensation of $131,250 in cash and $75,000 in RSUs, (c) accrued but unused vacation in the amount of $31,154 and (d) healthcare continuation in the amounts of $16,062 for Mr. Williams and $10,972 for Mr. Addison.

Board Justification

Represents the number of shares of our common stock acquired on April 1, 2015 (the date that Messrs. R. Williams and Addison left their employment with the Company) multiplied by the closing stock price of our common stock of $50.90 on the next trading day prior to that date and (B) the time-based RSUs acquired in connection with the service of Messrs. R. Williams and Addison as non-employee directors on August 20, 2015 and November 20, 2015 multiplied by the closing stock price of our common stock of $44.93 and $50.57, respectively, on the next trading day prior to such dates.