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1.	Elect three Class I directors nominated by our Board of Directors to hold office until our Annual Meeting of Stockholders in 2019, or until their respective successors have been elected;

2.	Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016;

3.	Conduct an advisory vote on the compensation of the named executive officers; and

4.	Consider any other matters that may properly be brought before the meeting.

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•	A. John Hass III, David Nierenberg and Steven P. Yankovich are designated Class I Directors whose terms will expire at our upcoming Annual Meeting; if re-elected at our upcoming Annual Meeting, these directors will have terms that expire at our 2019 Annual Meeting of Stockholders;

•	James P. Bankoff, Laurence Franklin and Laura L. Witt are designated Class II Directors whose terms will expire at our 2017 Annual Meeting of Stockholders; and

•	Patrick W. Gross and Caroline J. Tsay are designated Class III Directors whose terms will expire at our 2018 Annual Meeting of Stockholders.

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•	preside at all meeting of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors;

•	serve as a liaison between the Chairman of the Board and the independent directors;

•	approve information sent to the Board;

•	approve meeting agendas for the Board;

•	approve meeting schedules to assure that there is sufficient time for discussion of all agenda items; and

•	call meetings of the independent directors.

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(1)	Mr. Bankoff served on the Product and Technology Committee until it was disbanded on May 20, 2015. Mr. Bankoff served on the Audit Committee from April 1. 2015 until May 20, 2015. Mr. Bankoff resigned from the Compensation Committee and Corporate Governance and Nominating Committee on June 30, 2015 and was appointed to the Consumer Advisory Committee on June 30, 2015.

(2)	Mr. Franklin was appointed to the CEO Search Committee on June 30, 2015.

(3)	Mr. Gross served on the Product and Technology Committee until it was disbanded on May 20, 2015. Mr. Gross was appointed to CEO Search Committee on June 30, 2015.

(4)	In connection with Mr. Hass' appointment as the Interim President and Chief Executive Officer, Mr. Hass resigned from the Audit Committee and the Compensation Committee effective April 1, 2015.

(5)	Ms. Kondracke resigned from the Corporate Governance and Nominating Committee on June 30, 2015. Ms. Kondracke also resigned from the Board of Directors on January 19, 2016. Prior to her resignation from the Board Ms. Kondracke served on the Compensation Committee and the CEO Search Committee.

(6)	Mr. Nierenberg was appointed to the Board on April 15, 2015, to the Audit Committee on May 20, 2015 and to the Compensation Committee, Corporate Governance and Nominating Committee, E&E Advisory Committee and CEO Search Committee on June 30, 2015.

(7)	Ms. Tsay served on the Product and Technology Committee from February 12, 2015 until it was disbanded on May 20, 2015. Ms. Tsay also served on the Corporate Governance and Nominating Committee from February 12, 2015 until June 30, 2015. Ms. Tsay was appointed to the Compensation Committee on February 12, 2015 and to the Consumer Advisory Committee and E&E Advisory Committee on June 30, 2015.

(8)	Ms. Witt served on the Product and Technology Committee until it was disbanded on May 20, 2015. Ms. Witt resigned from the Corporate Governance and Nominating Committee and was appointed to the Consumer Advisory Committee on June 30, 2015. On March 10, 2016, Ms. Witt provided notice of her decision to resign from the Board of Directors effective the date of the 2016 Annual Meeting.

(9)	Mr. Yankovich served on the Product and Technology Committee until it was disbanded on May 20, 2015. Mr. Yankovich was appointed as Chair of the Corporate Governance and Nominating Committee as well as to the Consumer Advisory Committee and E&E Advisory Committee on June 30, 2015.

(10)	The Product and Technology Committee was disbanded on May 20, 2015.

(11)	The E&E Advisory Committee was formed on June 30, 2015.

(12)	The Consumer Advisory Committee was formed on June 30, 2015.

(13)	The CEO Search Committee was formed on June 30, 2015.

(14)	The Transactions Committee was formed on June 30, 2015.

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•	approving the appointment, retention and termination of our independent auditors, and approving the audit and non-audit services to be performed by our independent auditors;

•	evaluating the qualifications, performance and independence of our independent auditors;

•	monitoring, and discussing with management, the guidelines and policies governing the process by which the Company assesses and handles major financial risk exposures and the steps management has taken to monitor and control risk management;

•	monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

•	reviewing the adequacy and effectiveness of our internal control policies and procedures;

•	discussing the scope and results of the audit with the independent auditors and reviewing with management and the independent auditors our interim and year-end operating results; and

•	preparing the Audit Committee report required by the SEC to be included in our annual proxy statement.

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•	reviewing and approving compensation of our executive officers including annual base salary, annual incentive bonuses, specific goals, equity-based awards, executive employment agreements, severance and change in control arrangements, and any other special benefits, compensation or arrangements;

•	reviewing and approving annual goals and objectives, bonus criteria and equity guidelines for our executive officers;

•	reviewing and discussing annually with management our "Compensation Discussion and Analysis" disclosure required by SEC rules and regulations;

•	preparing the Compensation Committee report required by the SEC to be included in our annual proxy statement;

•	administering, reviewing and making recommendations with respect to our equity-based compensation plans; and

•	appointing, compensating and overseeing compensation consultants and other advisors.

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•	assisting our Board of Directors in identifying prospective director nominees and recommending director nominees for each annual meeting of stockholders to our Board of Directors;

•	reviewing developments in corporate governance practices and developing and recommending governance principles applicable to our Board of Directors;

•	reviewing succession planning for our Chief Executive Officer;

•	overseeing the evaluation of our Board of Directors;

•	determining the compensation of our directors; and

•	recommending members for each committee of our Board of Directors.

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•	providing advice and guidance to management regarding existing technologies used by the Company and technologies being considered for products and information systems;

•	making recommendations to management with respect to product development strategy; and

•	monitoring and advising the Board and management on current and emerging trends in technological innovations and industry standards.

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•	the candidate shall exhibit high standards of integrity, commitment, and independence of thought and judgment;

•	the candidate shall be committed to representing the long-term interests of our stockholders;

•	the candidate shall have sufficient time and availability to devote to the affairs of the Company, particularly in light of the number of boards on which the nominee may serve;

•	to the extent the candidate serves or has previously served on other boards, the candidate shall have a demonstrated history of contributing at board meetings; and

•	the candidate meets any other minimum qualifications and other criteria for board membership approved by our Board of Directors from time to time.

•	a majority of the Board of Directors is "independent" in accordance with the standards, if any, promulgated by the SEC, or any exchange upon which securities of the Company are traded, and any governmental or regulatory body exercising authority over the Company;

•	each of our Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee is comprised entirely of independent directors; and

•	at least one member of our Audit Committee shall have such experience, education and other qualifications necessary to qualify as an "audit committee financial expert" as defined by the rules of the SEC and financial sophistication requirements under NYSE rules.

•	whether the candidate has direct experience in our industry or in the markets in which we operate;

•	whether the candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience;

•	whether the candidate has experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing;

•	whether the candidate is accomplished in his or her respective field, with strong credentials and recognition; and/or

•	whether the candidate is well-regarded in the community.

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•	an annual retainer for Board membership of $40,000 paid in cash or restricted stock units ("RSUs") at the choice of the director;

•	an annual retainer of $50,000 for chairing the Board of Directors, paid in cash or RSUs at the election of the Chairman of the Board;

•	an annual cash retainer of $20,000 for chairing the Audit Committee and $15,000 for chairing the Compensation Committee, the Corporate Governance and Nominating Committee, or the Product and Technology Committee;

•	an annual cash retainer of $10,000 for each Audit Committee member and $7,500 for each Compensation Committee member, each Corporate Governance and Nominating Committee member, and each Product and Technology Committee member;

•	the members and chairmen of any new committees that may be formed will be paid the same amounts as the members and chairmen of the Compensation Committee, the Corporate Governance and Nominating Committee;

•	$1,250 cash payment for each Board of Directors meeting, in excess of twelve per year, attended in person or by telephone lasting more than one hour;

•	$1,250 cash payment for each meeting of a committee, in excess of twelve per year, attended in person or by telephone lasting more than one hour; and

•	an annual grant of equity with a fair market value as of the date of grant of $110,000 comprised of:

•	50% stock options vesting quarterly over one year conditioned upon the director's continued service on our Board of Directors during that year; and

•	50% RSUs, which are fully vested upon issuance and will be paid out in shares of our common stock when the recipient director terminates his or her service on our Board of Directors.

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•	an annual retainer for Board membership of $40,000 paid in cash, NQSOs or RSUs at the choice of the director;

•	an annual retainer of $40,000 for chairing the Board of Directors, paid in cash, NQSOs or RSUs at the election of a non-employee Chairman of the Board;

•	an annual cash retainer of $20,000 for chairing the Audit Committee, $10,000 for chairing the Compensation Committee, and $5,000 for chairing the Corporate Governance and Nominating Committee;

•	an annual cash retainer of $10,000 for serving as a member of one or more Board committees (regardless of the number of committees served); and

•	an annual grant of equity with a fair market value as of the date of grant of $100,000 comprised of:

•	50% NQSOs vesting quarterly over one year conditioned upon the director's continued service on our Board of Directors during that year; and

•	50% RSUs vesting quarterly over one year conditioned upon the director's continued service on our Board of Directors during that year and which will be paid out in shares of our common stock following the recipient director's separation from service from the Company.

(1)

Represents the aggregate grant date fair value for option awards and RSU awards granted in the applicable year, computed in accordance with Accounting Standards Codification Topic 718, Compensation—Stock Compensation ("ASC 718"). Information about the assumptions used to value these awards can be found in Note 10 to the consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 14, 2016.

(2)	Represents options to acquire 18,323 shares of common stock granted on June 12, 2015 at an exercise price of $8.50 per share, which was the closing price per share of our common stock on the NYSE on the grant date. These options vest in four equal quarterly installments from the date of grant.

(3)	Represents 6,471 RSUs granted on June 12, 2015. The RSUs were fully vested upon grant and will be paid out in shares of our common stock when the recipient director terminates his or her service on our Board of Directors.

(4)	Cash payments were made directly to LF Enterprises LLC.

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(5)	Represents options to acquire 10,608 shares of common stock granted on June 12, 2015 at an exercise price of $8.50 per share, which was the closing price per share of our common stock on the NYSE on the grant date. These options vest in four equal quarterly installments from the date of grant.

(6)	Represents options to acquire 27,966 shares of common stock granted on June 12, 2015 at an exercise price of $8.50 per share, which was the closing price per share of our common stock on the NYSE on the grant date. These options vest in four equal quarterly installments from the date of grant.

(7)	Mr. Hass was a non-employee director in 2014. Effective April 1, 2015, the Board of Directors appointed him as Interim President and Chief Executive Officer, at which time he became an employee of the Company.

(8)

Represents options to acquire 1,771 shares of common stock granted on April 15, 2015 at an exercise price of $7.95 per share, which was the closing price per share of our common stock on the NYSE on the grant date and options to acquire 18,323 shares of common stock granted on June 12, 2015 at an exercise price of $8.50 per share, which was the closing price per share of our common stock on the NYSE on the grant date. These options vest in four equal quarterly installments from the date of grant.

(9)	Represents 1,080 RSUs granted on April 15, 2015 and 6,471 RSUs granted on June 12, 2015. The RSUs were fully vested upon grant and will be paid out in shares of our common stock when Mr. Gross terminates his service on our Board of Directors.

(10)	Ms. Kondracke resigned from our Board of Directors effective January 19, 2016.

(11)	Represents 11,177 RSUs granted on June 12, 2015. The RSUs were fully vested upon grant and will be paid out in shares of our common stock when the recipient director terminates his or her service on our Board of Directors.

(12)	On March 10, 2016, Ms. Witt provided notice of her decision to resign from the Board of Directors effective the date of the 2016 Annual Meeting.

(13)	Represents options to acquire 14,465 shares of common stock granted on June 12, 2015 at an exercise price of $8.50 per share, which was the closing price per share of our common stock on the NYSE on the grant date. These options vest in four equal quarterly installments from the date of grant.

(14)	Represents options to acquire 12,537 shares of common stock granted on June 12, 2015 at an exercise price of $8.50 per share, which was the closing price per share of our common stock on the NYSE on the grant date. These options vest in four equal quarterly installments from the date of grant.

(15)	Represents 7,647 RSUs granted on June 12, 2015. The RSUs were fully vested upon grant and will be paid out in shares of our common stock when the recipient director terminates his or her service on our Board of Directors.

(1)	Mr. Hass was a non-employee director in 2014. Effective April 1, 2015, the Board of Directors appointed him as Interim President and Chief Executive Officer, at which time he became an employee of the Company.

(2)	Ms. Kondracke resigned from our Board of Directors effective January 19, 2016.

(3)	On March 10, 2016, Ms. Witt provided notice of her decision to resign from the Board of Directors effective the date of the 2016 Annual Meeting.

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•	all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;

•	the nominee's written consent to being named in the proxy statement as a nominee and to serving as a director if elected;

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a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the nominating stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert with them, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert with him, on the other hand, including all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K of the Exchange Act if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any of their respective affiliates or associates or persons acting in concert with any such person, were the "registrant" for purposes of such rule and the nominee were a director or executive officer of such registrant;

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•	a completed questionnaire with respect to the background and qualification of the nominee and the background of any other person or entity on whose behalf the nomination is being made, the form of which questionnaire will be provided by our General Counsel and Secretary upon written request; and

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a written representation and agreement, in the form provided by our General Counsel and Secretary upon written request, that the nominee is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the nominee, if elected as a director, will act or vote on any issue or question that has not been disclosed to us or that could limit or interfere with the nominee's ability to comply, if elected as a director, with the nominee's fiduciary duties under applicable law, is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than us with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as our director that has not been disclosed to us, and in the nominee's individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as our director, and will comply with all of our applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock trading policies and guidelines.

•	a brief description of the business desired to be brought before the annual meeting;

•	the reasons for conducting such business at the annual meeting;

•	the text of the proposal or business, including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend our bylaws, the language of the proposed amendment;

•	any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made;

•	a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons, including their names, in connection with the proposal of such business by such stockholder; and

•	as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:

•	the name and address of such stockholder, as they appear on our books, and of such beneficial owner, if any;

•	the class or series and number of shares of our capital stock that are, directly or indirectly, owned beneficially and of record by such stockholder and by such beneficial owner;

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any option, warrant, convertible security, stock appreciation right ("SAR"), or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of our capital stock, whether or not such instrument or right shall be subject to settlement in the underlying class or series of our capital stock or otherwise directly or indirectly owned beneficially by such stockholder and by such beneficial owner, if any;

•	any other direct or indirect opportunity held or owned beneficially by such stockholder and by such beneficial owner, if any, to profit or share in any profit derived from any increase or decrease in the value of our shares;

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•	any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder or beneficial owner, if any, has a right to vote any shares of any of our securities;

•	any short interest in any of our securities of the stockholder or beneficial owner;

•	any right to dividends on our shares of capital stock owned beneficially by such stockholder or such beneficial owner, if any, which right is separated or separable from the underlying shares;

•	any proportionate interest in shares of our capital stock or derivative instrument held, directly or indirectly, by a general or limited partnership in which such stockholder or such beneficial owner, if any, is a general partner or with respect to which such stockholder or such beneficial owner, if any, directly or indirectly, beneficially owns an interest in a general partner; and

•	any performance-related fees, other than an asset-based fee, to which such stockholder or such beneficial owner, if any, is entitled to based on any increase or decrease in the value of our shares or derivative instruments, if any, in each case with respect to the information required to be included in the notice.

•	each of our named executive officers (as defined in "Compensation Discussion and Analysis");

•	each director and nominee;

•	all current directors, nominees and executive officers as a group; and

•	each stockholder beneficially owning more than 5% of our common stock.

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(1)	Includes 449,031 shares of our common stock subject to options which are exercisable within 60 days of March 25, 2016. Also includes 3,800 shares of restricted stock that continue to be subject to forfeiture restrictions. Mr. Hass became our Interim President and Chief Executive Officer as of April 1, 2015.

(2)	Mr. Swad served as our President and Chief Executive Officer until April 1, 2015.

(3)	Includes 87,822 shares of our common stock subject to options which are exercisable within 60 days of March 25, 2016. Also includes 43,951 shares of restricted stock that continue to be subject to forfeiture restrictions.

(4)	Includes 6,908 shares of our common stock subject to options which are exercisable within 60 days of March 25, 2016. Also includes 19,471 shares of restricted stock that continue to be subject to forfeiture restrictions.

(5)	Includes 106,671 shares of our common stock subject to options which are exercisable within 60 days of March 25, 2016. Also includes 25,352 shares of restricted stock that continue to be subject to forfeiture restrictions.

(6)	Mr. Ludwig served as our Senior Vice President, Consumer until his employment with the Company ended on April 1, 2015. As of that date, all of his unvested restricted common stock and unvested stock options were forfeited.

(7)	Includes 31,216 shares of our common stock subject to options which are exercisable within 60 days of March 25, 2016 and 15,667 shares of common stock underlying vested RSUs that will be issued to Mr. Bankoff upon the termination of his service on the Board.

(8)	Includes 48,796 shares of our common stock subject to options which are exercisable within 60 days of March 25, 2016 and 27,526 shares of common stock underlying vested RSUs that will be issued to Mr. Franklin upon the termination of his service on the Board.

(9)

Includes 83,443 shares of our common stock subject to options which are exercisable within 60 days of March 25, 2016 and 41,747 shares of common stock underlying vested RSUs that will be issued to Mr. Gross upon the termination of his service on the Board. Also includes 73,501 shares owned by Mr. Gross' spouse and 32,368 shares owned by the Stephanie Gross Trust as to which Mr. Gross disclaims beneficial ownership.

(10)

Includes 15,511 shares of our common stock subject to options which are exercisable within 60 days of March 25, 2016 (the "Nierenberg NQSOs") and 5,931 shares of common stock underlying vested RSUs (the "Nierenberg RSUs") that will be issued to Mr. Nierenberg upon the termination of his service on the Board. Also includes shares of common stock owned by The D3 Family Fund, L.P. ("Family Fund"), The D3 Family Bulldog Fund, L.P. ("Bulldog Fund"), and The DIII Offshore Fund, L.P. ("Offshore Fund"), for which the Nierenberg Investment Management Company, Inc. ("NIMCO") and the Nierenberg Investment Management Offshore, Inc. ("NIMO") serve as general partners. Mr. Nierenberg serves as the President of NIMCO and NIMO. Under the partnership agreements governing the funds, all compensation payable to Mr. Nierenberg for his Board service, including the Nierenberg NQSOs and Nierenberg RSUs, is required to be assigned to the funds. Accordingly, the Nierenberg NQSOs and Nierenberg RSUs are deemed to be owned indirectly by the Family Fund and the Bulldog Fund. Mr. Nierenberg has shared voting and investment power over all the shares reported. See also the Schedule 13D/A filed with the SEC on April 17, 2015 by the Family Fund, the Bulldog Fund, the Offshore Fund, NIMCO, NIMO and Mr. Nierenberg, whose address is The D3 Family Funds, 19605 N.E. 8th Street, Camas, Washington 98607.

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(11)	Includes 11,465 shares of our common stock subject to options which are exercisable within 60 days of March 25, 2016 and 10,522 shares of common stock underlying vested RSUs that will be issued to Ms. Tsay upon the termination of her service on the Board.

(12)	Includes 40,818 shares of our common stock subject to options which are exercisable within 60 days of March 25, 2016 and 22,851 shares of common stock underlying vested RSUs that will be issued to Ms. Witt upon the termination of her service on the Board.

(13)	Includes 16,185 shares of our common stock subject to options which are exercisable within 60 days of March 25, 2106 and 9,870 shares of common stock underlying vested RSUs that will be issued to Mr. Yankovich upon the termination of his service on the Board.

(14)	Ownership information is based on the Schedule 13G/A filed with the SEC on February 12, 2016 by Ariel Investments, LLC, whose address is 200 E. Randolph Drive, Suite 2900, Chicago, Illinois 60601.

(15)

Ownership information is based on the Form 13D/A filed with the SEC on August 18, 2015 by Osmium Partners, LLC, Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, Osmium Diamond, LP, Osmium Special Opportunity Fund, LP and John H. Lewis, whose address is Osmium Partners, LLC, 300 Drakes Landing Road, Suite 172, Greenbrae, California 94904, Attention: John H. Lewis. Includes 148,417 shares of our common stock that are beneficially owned by John H. Lewis, over which he has sole voting power as Principal of Osmium Partners, LLC. For voting arrangements between the Company and Osmium parties, see “Corporate Governance - Nomination and Standstill Agreement and Appointment of A. John Hass III to the Board of Directors.”

(16)	Ownership information is based on Schedule 13G filed with the SEC on February 11, 2016 by Renaissance Technologies LLC, whose address is 800 Third Avenue, New York, New York 10022.

(17)

Ownership information is based on Schedule 13D filed with the SEC on June 22, 2015 by Roumell Asset Management, LLC and James C. Roumell, whose address is 2 Wisconsin Circle, Suite 660, Chevy Chase, Maryland 20815, adjusted for a confirmation directly from Roumell Asset Management, LLC. Includes 17,330 shares of our common stock that are beneficially owned by James C. Roumell, over which he has sole voting power as Principal of Roumell Asset Management, LLC.

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(1)	Mr. Hass was appointed President and Chief Executive Officer on April 1, 2016. Previously, he served as the Interim President and Chief Executive Officer from April 1, 2015 to April 1, 2016.

(2)	Mr. Swad resigned from his position as President and Chief Executive Officer as of April 1, 2015 and remained as Advisor to the Chief Executive Officer until his employment with the Company ended on May 1, 2015.

(3)	Mr. Ludwig held the position of Senior Vice President, Consumer until his employment with the Company ended on April 1, 2015.

•	Executive Summary

•	Elements of Our Executive Compensation Program for 2015

•	Compensation of Our President and Chief Executive Officer

•	Determining the Amount of Each Element of Executive Compensation

•	Overview of Our Executive Compensation Program for Fiscal 2015

•	Compensation Policies and Practices as They Relate to Risk Management

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•	emphasizing deep cost reduction, cash preservation, growth of Lexia and profitability of Consumer;

•	structuring our annual cash bonus (the "Annual Performance-Based Incentive") such that 70% of the award target is based on financial performance metrics;

•	establishing a variable incentive opportunity for executives that are directly aligned with the Company's overall financial performance; and

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committing to the Company's Policy on Recoupment of Performance Based Compensation ("Clawback Policy") that, in the event of a restatement of the Company's financial results other than a restatement caused by a change in applicable accounting principle, allows the Company to review the circumstances that caused the restatement and clawback certain performance-based incentive compensation wrongly awarded to an executive officer as a result of misconduct.

•	Clawback Policy. In 2015, the Compensation Committee maintained a Clawback Policy, described above, applicable to certain performance-based incentive compensation granted on or after January 1, 2014.

•

No Tax Gross-ups in Employment Agreements.  Our existing employment agreements have been amended to eliminate previously existing excise tax gross-up provisions related to change of control payments subject to Section 280G and Section 4999 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). We do not maintain any contract or agreement with any NEO that obligates us to make any kind of tax gross-up payment.

•	No Excessive Severance Payments.  Our termination arrangements with our NEOs do not call for excessive severance payments in cases of their termination of employment.

•	No Guaranteed Bonuses.  We believe that performance-based bonuses should reflect actual performance of the Company and/or individual. Bonus guarantees undercut that notion, therefore, we do not guarantee performance-based bonus payments to our NEOs.

•	Double Trigger Vesting for Equity Awards.  In 2015, we maintained our policy that, starting with equity awards granted in 2012, our equity awards would no longer vest upon consummation of a change in control, unless there is also a termination of service other than for cause or a voluntary resignation for good reason.

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•	No Repricing or Replacing Outstanding Stock Options.  Repricing is not permitted under the Rosetta Stone Inc. Amended and Restated 2009 Omnibus Incentive Plan, as amended (the "2009 Plan"), without stockholder approval. We did not reprice or replace any of our outstanding stock options during 2015, nor any year prior to 2015.

•	Limited Use of Perquisites.  We do not believe in granting perquisites to our NEOs that are excessive in value or substantially different from the perquisites available to all our employees generally.

•

No Hedging or Pledging.  We have adopted an amended Insider Trading Compliance Policy, which prohibits all hedging and pledging transactions in Company stock by directors and all employees to ensure that the interests of these holders of Company stock are fully aligned with those of stockholders in general. We also discourage the purchase and sale of exchange-traded options on our stock by our executives.

•	Stock Ownership Guidelines. We encourage our executives to hold a significant equity interest in the Company. Effective January 1, 2013, our stock ownership guidelines are as follows:

◦	Chief Executive Officer - equal in value to five times (5x) the base salary; and

◦	Senior Vice Presidents and above - equal in value to twice (2x) the base salary.

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•	Company and individual performance;

•	pay practices among companies comprising the competitive market for our executive officers;

•	the Company's desire to attract and retain key talent;

•	broad economic factors;

•	and the discretion of our Compensation Committee members based on their relevant experience.

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(1)	Mr. Hass was appointed Interim President and Chief Executive Officer on April 1, 2015.

(2)	Mr. Swad resigned from his position as President and Chief Executive Officer as of April 1, 2015 and remained as Advisor to the Chief Executive Officer until his employment with the Company ended on May 1, 2015.

•	Mr. Swad's individual performance and contributions in 2014;

•	Messrs. Pierno's and Ludwig's ' individual performance and contributions in 2014.

•	Ms. Verses individual performance and contributions in 2014, and the Committee's desire to better align Ms. Verses' salary with peer medians based on her expanded role and responsibilities

(1)	For all participants of the annual incentive program, the total annual cash incentive opportunity was based 70% on financial goals.

(2)	For all participants of the annual incentive program, the total annual cash incentive opportunity was based 30% on non-financial strategic goals.

(3)	As Interim President and Chief Executive Officer, Mr. Hass is not a participant of the annual incentive program.

(4)	Messrs. Pierno, Swad and Ludwig's 2015 annualized base salaries and bonus opportunities represent their salaries and bonus opportunities as of December 31, 2015. No changes were made to their annual incentive target percentages from 2014 to 2015.

(5)	Ms. Cudd was hired on January 2, 2015. As such, her annual cash incentive opportunity represented in the chart above is annualized. Her actual 2015 bonus target was prorated based on eligible time in plan in the amount of $154,575 (99% of the annualized target).

(6)	Ms. Verses' 2015 annualized base salary and annual cash incentive opportunity represent her salary and bonus opportunity as of December 31, 2015. Ms. Verses' annual incentive target increased from 75% to 100% of base salary effective February 11, 2015.

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•	50% on successfully delivering the Product road map related to successful delivery and launch of MyLexia and an integrated language platform across Foundations, Advantage and Advanced English for Business; and

•	50% on achievement of the efficiency metric related to keeping expenses in the second half of 2015 below the target of 73% of Total Company Revenue.

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(1)	As Interim President and Chief Executive Officer, Mr. Hass is not a participant of the annual incentive program.

(2)	Mr. Swad's employment with the Company ended effective May 1, 2015. His bonus payment was prorated based on the amount earned up until his last day of employment with the Company, in accordance with the terms of the annual incentive program.

(3)	The Compensation Committee completed an assessment of the Company's overall performance against the 2015 non-financial strategic goals, as well as each executives individual performance, to determine the annual incentive payments for Mr. Pierno and Mses. Cudd and Verses.

(4)	Mr. Ludwig's employment with the Company ended effective April 1, 2015. His bonus payment was prorated based on the amount earned up until his last day of employment with the Company, in accordance with the terms of the annual incentive program.

(1)	As Interim President and Chief Executive Officer, Mr. Hass is not a participant of the annual incentive program.

(2)	Mr. Swad's employment with the Company ended effective May 1, 2015. His annual incentive payment was prorated based on the amount earned up until his last day of employment with the Company, in accordance with the terms of the annual incentive program.

(3)	Ms. Cudd was hired on January 2, 2015. As such, her annual incentive payment was prorated based on eligible time in plan, in accordance with the terms of the annual incentive program.

(4)	Mr. Ludwig's employment with the Company ended effective April 1, 2015. His annual incentive payment was prorated based on the amount earned up until his last day of employment with the Company, in accordance with the terms of the annual incentive program.

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•	the Compensation Committee's ability to exercise discretion to decrease incentive award payouts;

•	the use of an array of performance metrics across compensation programs (that is, bonuses are based on financial goals, non-financial strategic metrics and individual performance goals and new hire and annual equity incentives are driven by stock price gains);

•	the fact that many of our executives hold vested equity stakes in the Company; and

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•	the fact that the mix of compensation balances a short-term and long-term focus.

(1)

Represents the aggregate grant date fair value for restricted stock awards and stock option awards granted in the applicable year, computed in accordance with ASC 718. Information about the assumptions used to value these awards can be found in Stock-Based Compensation under Critical Accounting Policies and Estimates in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 14, 2016.

(2)	Mr. Hass became an Executive Officer in April 2015. Accordingly, prior year compensation information is not included in the Summary Compensation Table.

(3)	Mr. Hass was appointed Interim President and Chief Executive Officer effective April 1, 2015. His annualized base salary for 2015 was $360,000.

(4)	As Interim President and Chief Executive Officer, Mr. Hass was not a participant of the annual incentive program.

(5)	For Mr. Hass, represents insurance premiums the Company paid on behalf of the executive under our group term life insurance policy and our health and welfare policies in the amount of $1,087 during the specified year, and 401(k) matching contributions in the amount of $6,560.

(6)	Mr. Swad resigned from his position as President and Chief Executive Officer as of April 1, 2015 and remained as Advisor to the Chief Executive Officer until his employment with the Company ended on May 1, 2015.

(7)	Mr. Swad's last day of employment with the Company was May 1, 2015. His annualized base salary for 2015 was $515,000.

(8)	For Mr. Swad, represents a prorated cash award under the annual incentive program, based on his eligible time in the Plan determined by the start of the plan year on January 1, 2015 through his termination date on May 1, 2015.

(9)

For Mr. Swad, represents severance payments upon termination consisting of: 18 months of base salary in the amount of $772,500; 10 months of COBRA health benefit premiums in the amount of $16,127; and 18 months of basic life insurance and AD&D premiums in the amount of $470. Mr. Swad also received insurance premiums the Company paid on his behalf under our group term life insurance policy and our health and welfare policies in the amount of $4,855 during the specified year and 401(k) matching contributions in the amount of $7,923.For

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(10)	Mr. Swad, represents insurance premiums the Company paid on his behalf under our group term life insurance policy and our health and welfare policies in the amount of $12,754 during the specified year, 401(k) matching contributions in the amount of $12,200 and other compensation in the amount of $4,882.

(11)	For Mr. Swad, represents insurance premiums the Company paid on behalf of the executive under our group term life insurance policy and our health and welfare policies in the amount of $11,447 during the specified year, 401(k) matching contributions in the amount of $10,200 and other compensation in the amount of $7,869.

(12)	For Mr. Pierno, represents a cash bonus in the amount of $85,000 under the annual incentive program.

(13)	For Mr. Pierno, represents insurance premiums the Company paid on his behalf under our group term life insurance policy and our health and welfare policies in the amount of $13,008 during the specified year.

(14)	For Mr. Pierno, represents insurance premiums the Company paid on his behalf under our group term life insurance policy and our health and welfare policies in the amount of $12,754 during the specified year and other compensation in the amount of $495.

(15)	For Mr. Pierno, represents insurance premiums the Company paid on his behalf under our group term life insurance policy and our health and welfare policies in the amount of $11,447 during the specified year and other compensation in the amount of $635.

(16)	Ms. Cudd joined the Company effective January 2, 2015. Her annualized base salary for 2015 was $310,000.

(17)	Ms. Cudd received a signing bonus in the amount of $75,000 based on her hire date of January 2, 2015 and a cash bonus in the amount of $10,000 on October 1, 2015.

(18)	For Ms. Cudd, represents a cash bonus in the amount of $65,000 under the annual incentive program.

(19)	For Ms. Cudd, represents insurance premiums the Company paid on her behalf under our group term life insurance policy and our health and welfare policies in the amount of $9,176 during the specified year and 401(k) matching contributions in the amount of $9,015.

(20)	For Ms. Verses, represents a cash bonus in the amount of $50,000 under the annual incentive program.

(21)	For Ms. Verses, represents insurance premiums the Company paid on her behalf under our group term life insurance policy and our health and welfare policies in the amount of $2,051, 401(k) matching contributions in the amount of $10,600 and other compensation in the amount of $501.

(22)	For Ms. Verses, represents insurance premiums the Company paid on her behalf under our group term life insurance policy and our health and welfare policies in the amount of $2,051 during the specified year, 401(k) matching contributions in the amount of $12,200 and other compensation in the amount of $4,456.

(23)	For Ms.Verses, represents insurance premiums paid by the Company on behalf of the executive under our group term life insurance policy in the amount of $339 during the specified year, 401(k) matching contributions in the amount of $10,200 and other compensation in the amount of $7,632.

(24)	Mr. Ludwig held the position of Senior Vice President, Consumer until his employment with the Company ended on April 1, 2015.

(25)	Mr. Ludwig's last day of employment with the Company was April 1, 2015. His annualized base salary for 2015 was $283,000.

(26)	For Mr. Ludwig, represents a cash bonus in the amount of $15,875 under the of the annual incentive program.

(27)

For Mr. Ludwig, represents severance payments upon termination consisting of: 12 months of base salary in the amount of $283,000; 12 months of COBRA health benefit premiums in the amount of $21,933; and 12 months of basic life insurance and AD&D premiums in the amount of $295. Mr. Ludwig also received insurance premiums the Company paid on his behalf under our group term life insurance policy and our health and welfare policies in the amount of $3,656 during the specified year.

(28)	Mr. Ludwig became an Executive Officer in August 2014. Accordingly, prior year compensation information is not included in the Summary Compensation Table.

(29)	For Mr. Ludwig, represents insurance premiums the Company paid on his behalf under our group term life insurance policy and our health and welfare policies in the amount of $12,332 during the specified year and other compensation in the amount of $4,838.

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(1)

Represents potential payouts under the annual incentive program, 70% of which consisted of a financial component, and 30% of which consisted of a non-financial strategic goals component, as further described above under "Annual Performance-Based Incentive." For all NEOs , the financial portion of the bonus was based on achievement of the corporate financial goals. There were three components of the financial portion of the bonus: (i) achievement of the 2015 target Adjusted EBITDA goal (weighted at 60%); and (ii) achievement of the 2015 target Company Total Revenue (weighted at 40%);

(2)	The 2013 LTIP concluded as of December 31, 2014, and all earned and approved awards have been granted.

(3)

With respect to the annual incentive program in footnote (1), all NEOs' amounts in this column, under "Annual Cash," represent the lowest possible annual cash incentive payout if the Company were to achieve the threshold of financial targets., As such, each NEO therefore earned 50% of the portion of his or her target annual cash incentive that was based on the financial targets (Company) assuming no payout in respect of the non-financial targets were earned and approved. There is no guarantee of payment under this plan, therefore zero is the absolute minimum payout under the plan parameters.

(4)

With respect to all NEOs, amounts in this column, under "Annual Cash," represent the highest possible annual cash incentive payout if the Company were to achieve or exceed the maximum target or more of each of the financial targets described in footnote (1), with a maximum payout of 150% for each metric. The calculation assumes maximum payout of 150% for all non-financial metrics for all NEOs. For all NEOs if achievement of one financial metric exceeded the threshold, and the other did not, the annual cash incentive would be funded for the metric

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(5)

For all NEOs, represents stock options and restricted stock awards granted to each NEO that vest over a period of time based on the individual's service to the Company.  Awards granted on February 12, 2015 represent annual awards that vest in equal installments over four years. Awards granted on February 2, 2015 represent awards granted under the 2013 LTIP which concluded as of December 31, 2014; these awards vested upon grant.

(6)	As Interim President and Chief Executive Officer, Mr. Hass was not a participant of the annual incentive program.

(7)	Mr. Swad's last day of employment with the Company was May 1, 2015. As such, the annual cash threshold, target and maximum payout, represented in the chart above is prorated based on eligible time in the plan (33% of the annualized target).

(8)	Ms. Cudd was hired on January 2, 2015. As such, the annual cash threshold, target and maximum payout, represented in the chart above is prorated based on eligible time in plan (99.7% of the annualized target).

(9)	Ms. Cudd received a new hire grant on January 5, 2015 in the form of Restricted Stock Awards ("RSAs") and option awards as approved by the Compensation Committee. Ms. Cudd was not eligible for the 2015 Annual Equity grant process due to her hire date in 2015..

(10)	Mr. Ludwig's last day of employment with the Company was April 1, 2015. As such, the annual cash threshold, target and maximum payout, represented in the chart above is prorated based on eligible time in the plan (25% of the annualized target).

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(1)	Options vested as to one-twelth of the total number of shares on May 1, 2015 and thereafter vest at the rate of one-twelfth per month.

(2)	Mr. Hass received 45,600 shares of restricted stock under the 2009 Plan on April 15, 2015 that vest in equal monthly installments over one year.

(3)	Mr. Swad's last day of employment with the Company was May 1, 2015 therefore his unvested Options under the 2009 Plan did not vest and were canceled as of the date of his termination.

(4)	Mr. Swad's last day of employment with the Company was May 1, 2015 therefore his unvested restricted stock vested as of the date of his termination pursuant to his employment agreement.

(5)	Options vested as to one-fourth of the total number of shares on May 4, 2013 and thereafter vest at the rate of one-quarter per annum.

(6)	Mr. Pierno received 15,000 shares of restricted stock under the 2009 Plan on May 4, 2012 that vest in equal annual installments over four years.

(7)	Options vested as to one-fourth of the total number of shares on February 21, 2014 and thereafter vest at the rate of one-quarter per annum.

(8)	Mr. Pierno received 3,208 shares of restricted stock under the 2009 Plan on February 21, 2013 that vest in equal annual installments over four years.

(9)	Options vested as to one-fourth of the total number of shares on February 14, 2015 and thereafter vest at the rate of one-quarter per annum.

(10)	Mr. Pierno received 15,050 shares of restricted stock under the 2009 Plan on February 14, 2014 that vest in equal annual installments over four years.

(11)	Options will vest as to one-fourth of the total number of shares on February 12, 2015 and thereafter vest at the rate of one-quarter per annum.

(12)	Mr. Pierno received 18,405 shares of restricted stock under the 2009 Plan on February 12, 2016 that vest in equal annual installments over four years beginning on February 12, 2016.

(13)	Options will vest as to one-fourth of the total number of shares on January 5, 2016 and thereafter vest at the rate of one-quarter per annum.

(14)	Ms. Cudd received 11,236 shares of restricted stock under the 2009 Plan on January 5, 2015 that vest in equal annual installments over four years beginning on January 5, 2016.

(15)	Options vested as to one-fourth the total number of shares on February 23, 2013 and thereafter vest at the rate of one-quarter per annum.

(16)	Ms. Verses received 1,218 shares of restricted stock under the 2009 Plan on February 23, 2012 that vest in equal annual installments over four years.

(17)	Options vested as to one-fourth of the total number of shares on February 21, 2014 and thereafter vest at the rate of one-quarter per annum.

(18)	Ms. Verses received 3,208 shares of restricted stock under the 2009 Plan on February 21, 2013 that vest in equal annual installments over four years.

(19)	Options vested as to one-fourth of the total number of shares on February 14, 2015 and thereafter vest at the rate of one-quarter per annum.

(20)	Ms. Verses received 10,033 shares of restricted stock under the 2009 Plan on February 14, 2014 that vest in equal annual installments over four years.

(21)	Options will vest as to one-fourth of the total number of shares on February 12, 2016 and thereafter vest at the rate of one-quarter per annum.

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(22)	Ms. Verses received 15,337 shares of restricted stock under the 2009 Plan on February 12, 2015 that vest in equal annual installments over four years beginning on February 12, 2016.

(23)	Mr. Ludwig's last day of employment with the Company was April 1, 2015 therefore his unvested Options under the 2009 Plan did not vest and were canceled as of the date of his termination.

(24)	Mr. Ludwig's last day of employment with the Company was April 1, 2015 therefore his unvested restricted stock under the 2009 Plan did not vest and were canceled as of the date of his termination.

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(1)	The value realized on exercise is determined by computing the difference between the stock price at the time the trade is executed on the date of exercise and the strike price of the options. This amount is multiplied by the number of stock options exercised.

(2)	The dollar amount in this column represents the number of shares vested multiplied by the closing price of the Company's stock on the date of vesting, and does not necessarily represent the cash value the NEOs realized in connection with their stock award agreement.

(3)	Pursuant to company instructions, Mr. Hass sold 1,710 shares to cover taxes associated with the restricted stock vesting and received 2,090 shares on May 1, 2015.

(4)	Pursuant to company instructions, Mr. Hass sold 1,286 shares to cover taxes associated with the restricted stock vesting and received 2,514 shares on June 1, 2015.

(5)	Mr. Hass receives 3,800 shares on the first business day of each monthly associated with the vesting of restricted stock awards pursuant to the terms of his Interim Executive Employment Agreement.

(6)	Mr. Swad's employment with the Company ended effective May 1, 2015. Therefore, he received accelerated vesting of restricted stock awards pursuant to terms of the Equity Grant Agreement.

(7)	Pursuant to company instructions, Mr. Swad sold 19,702 shares to cover taxes associated with the restricted stock vesting and received 37,157 shares on February 2, 2015.

(8)	Pursuant to company instructions, Mr. Swad sold 3,838 shares to cover taxes associated with the restricted stock vesting and received 6,823 shares on February 14, 2015.

(9)	Pursuant to company instructions, Mr. Swad sold 1,675 shares to cover taxes associated with the restricted stock vesting and received 1,733 shares on February 21, 2015.

(10)	Pursuant to company instructions, Mr. Swad sold 5,958 shares to cover taxes associated with the restricted stock vesting and received 6,167 shares on February 22, 2015.

(11)	Pursuant to company instructions, Mr. Swad sold 6,942 shares to cover taxes associated with the restricted stock vesting and received 5,183 shares on May 1, 2015.

(12)	Pursuant to company instructions, Mr. Swad sold 1,952 shares to cover taxes associated with the restricted stock vesting and received 1,456 shares on May 1, 2015.

(13)	Pursuant to company instructions, Mr. Swad sold 6,104 shares to cover taxes associated with the restricted stock vesting and received 4,557 shares on May 1, 2015.

(14)	Pursuant to company instructions, Mr. Swad sold 7,464 shares to cover taxes associated with the restricted stock vesting and received 5,573 shares on May 1, 2015.

(15)	Pursuant to company instructions, Mr. Swad sold 1,952 shares to cover taxes associated with the restricted stock vesting and received 1,456 shares on May 1, 2015.

(16)	Pursuant to company instructions, Mr. Swad sold 6,104 shares to cover taxes associated with the restricted stock vesting and received 4,556 shares on May 1, 2015.

(17)	Pursuant to company instructions, Mr. Swad sold 7,464 shares to cover taxes associated with the restricted stock vesting and received 5,573 shares on May 1, 2015.

(18)	Pursuant to company instructions, Mr. Swad sold 6,104 shares to cover taxes associated with the restricted stock vesting and received 4,556 shares on May 1, 2015.

(19)	Pursuant to company instructions, Mr. Swad sold 7,464 shares to cover taxes associated with the restricted stock vesting and received 5,573 shares on May 1, 2015.

(20)	Pursuant to company instructions, Mr. Swad sold 7,464 shares to cover taxes associated with the restricted stock vesting and received 5,572 shares on May 1, 2015.

(21)	Pursuant to company instructions, Mr. Pierno sold 3,776 shares to cover taxes associated with the restricted stock vesting and received 8,354 shares on February 2, 2015.

(22)	Pursuant to company instructions, Mr. Pierno sold 1,236 shares to cover taxes associated with the restricted stock vesting and received 2,527 shares on February 14, 2015.

(23)	Pursuant to company instructions, Mr. Pierno sold 258 shares to cover taxes associated with the restricted stock vesting and received 544 shares on February 21, 2015.

(24)	Pursuant to company instructions, Mr. Pierno sold 1,393 shares to cover taxes associated with the restricted stock vesting and received 2,357 shares on May 2, 2015.

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(25)	Ms. Cudd was hired on January 2, 2015. As such, she did not have any Options or restricted stock awards vest in 2015.

(26)	Pursuant to company instructions, Ms. Verses sold 3,554 shares to cover taxes associated with the restricted stock vesting and received 7,818 shares on February 2, 2015.

(27)	Pursuant to company instructions, Ms. Verses sold 824 shares to cover taxes associated with the restricted stock vesting and received 1,685 shares on February 14, 2015.

(28)	Pursuant to company instructions, Ms. Verses sold 258 shares to cover taxes associated with the restricted stock vesting and received 544 shares on February 21, 2015.

(29)	Pursuant to company instructions, Ms. Verses sold 99 shares to cover taxes associated with the restricted stock vesting and received 205 shares on February 23, 2015.

(30)	Pursuant to company instructions, Ms. Verses sold 1,613 shares to cover taxes associated with the restricted stock vesting and received 3,185 shares on October 5, 2015.

(31)	Pursuant to company instructions, Mr. Ludwig sold 2,553 shares to cover taxes associated with the restricted stock vesting and received 5,483 shares on February 2, 2015.

(32)	Pursuant to company instructions, Mr. Ludwig sold 502 shares to cover taxes associated with the restricted stock vesting and received 1,066 shares on February 14, 2015.

(33)	Pursuant to company instructions, Mr. Ludwig sold 146 shares to cover taxes associated with the restricted stock vesting and received 305 shares on February 21, 2015.

(34)	Pursuant to company instructions, Mr. Ludwig sold 154 shares to cover taxes associated with the restricted stock vesting and received 322 shares on February 23, 2015.

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(1)	Represents benefits payable upon the NEOs' termination by the Company other than for cause or by the participant for good reason as described in the section, Overview of our Executive Compensation Program for Fiscal 2015--Severance and Change in Control Arrangements, in either case within six months prior to or two years following a change in control event.

(2)	Per Mr. Hass' Interim Executive Employment Agreement, Mr. Hass is only eligible to receive the sum of his monthly base salary through the termination date to the extent not already paid.

(3)

Represents a severance payment equal to 12 months of Mr. Hass' base salary in the amount of $360,000; $33,683 in COBRA premium costs paid on his behalf for 18 months; a lump sum payment of $313 for 12 months of basic life insurance and AD&D premiums; and $5,750 in outplacement services. As Interim President and Chief Executive Officer, Mr. Hass was not a participant of the annual incentive program.

(4)	Represents vesting acceleration of Mr. Hass' unvested restricted stock award of 15,200 shares of our common stock granted on April 15, 2015, that would accelerate vesting upon change in control of our company and a termination of Mr. Hass' employment by the Company without cause or by Mr. Hass for good reason, as defined above, within two years of the change in control event.

(5)

In connection with his termination without cause effective May 1, 2015, Mr. Swad received severance payments consistent with this table. Represents acceleration of Mr. Swad's unvested restricted stock awards granted on (i) February 22, 2012 of 24,250 shares of our common stock, (ii) February 21, 2013 of 6,816 shares of our common stock, (iii) February 14, 2014 of 31,983 shares of our common stock and (iv) February 12, 2015 of 52,147 shares of our common stock, each of which vested upon the termination of Mr. Swad's employment without cause pursuant to his employment agreement.

(6)	Represents a severance payment equal to 12 months of Mr. Pierno's base salary in the amount of $340,000; $23,855 in COBRA premium costs paid on his behalf for 12 months; a lump sum payment of $313 for 12 months of basic life insurance and AD&D premiums; $5,750 in outplacement services; and $85,000 in annual cash incentive payment earned as of December 31, 2015.

(7)	Represents a severance payment equal to 12 months of Mr. Pierno's base salary in the amount of $340,000; $35,783 in COBRA premium costs paid on his behalf for 18 months; a lump sum payment in the amount of $313 for 12 months of basic life insurance and AD&D premiums; $5,750 in outplacement services; and $85,000 in annual cash incentive payment earned as of December 31, 2015.

(8)	Represents acceleration of Mr. Pierno's unvested restricted stock award granted on May 4, 2012 of 3,750 shares of our common stock, each of which will accelerate vesting upon termination of Mr. Pierno's employment by the Company without cause or by Mr. Pierno for good reason.

(9)	Represents vesting acceleration set forth in (8) above plus Mr. Pierno's unvested restricted stock award of 1,604 shares of our common stock granted on February 21, 2013, and unvested restricted stock award of 11,287 shares of our common stock granted on February 14, 2014, and unvested restricted stock award of 18,405 shares of our common stock granted on February 12, 2015, that would accelerate

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(10)	Represents a severance payment equal to 12 months of Ms. Cudd's base salary in the amount of $310,000; $17,361 in COBRA premium costs paid on her behalf for 12 months; a lump sum payment of $313 for 12 months of basic life insurance and AD&D premiums; $5,750 in outplacement services; and $65,000 in annual cash incentive payment earned as of December 31, 2015.

(11)	Represents a severance payment equal to 12 months of Ms. Cudd's base salary in the amount of $310,000; $26,042 in COBRA premium costs paid on her behalf for 12 months; a lump sum payment of $313 for 12 months of basic life insurance and AD&D premiums; $5,750 in outplacement services; and $65,000 in annual cash incentive payment earned as of December 31, 2015.

(12)	Represents vesting acceleration of Ms. Cudd's unvested restricted stock award of 11,236 shares of our common stock granted on January 5, 2015, that would accelerate vesting upon change in control of our company and a termination of Ms. Cudd's employment by the Company without cause or by Ms. Cudd for good reason, as defined above, within two years of the change in control event.

(13)

Represents a severance payment equal to 12 months of Ms. Verses' base salary in the amount of $400,000; a lump sum payment of $313 for 12 months of basic life insurance and AD&D premiums; $5,750 in outplacement services; and $50,000 in annual cash incentive payment earned as of December 31, 2015. Ms. Verses is not enrolled in our health and welfare benefits programs and therefore would not receive any COBRA continuation.

(14)

Represents a severance payment equal to 12 months of Ms. Verses' base salary in the amount of $400,000; a lump sum payment of $313 for 12 months of basic life insurance and AD&D premiums; $5,750 in outplacement services; and $50,000 in annual cash incentive payment earned as of December 31, 2015. Ms. Verses is not enrolled in our health and welfare benefits programs and therefore would not receive any COBRA continuation.

(15)	Represents acceleration of Ms. Verses' unvested restricted stock award granted on February 23, 2012 of 304 shares of our common stock, each of which will accelerate vesting upon termination of Ms. Verses' employment by the Company without cause or by Ms. Verses for good reason.

(16)

Represents vesting acceleration set forth in (15) above plus Ms. Verses' unvested restricted stock award of 1,604 shares of our common stock granted on February 21, 2013, and unvested restricted stock award of 7,524 shares of our common stock granted on February 14, 2014, and unvested restricted stock award of 15,337 shares of our common stock granted on February 12, 2015, that would accelerate vesting upon change in control of our company and a termination of Ms. Verses' employment by the Company without cause or by Ms. Verses for good reason, as defined above, within two years of the change in control event.

(17)	In connection with his termination without cause effective April 1, 2015, Mr. Ludwig received severance payments consistent with this table. All unvested equity grants awarded during Mr. Ludwig's tenure were canceled prior to December 31, 2015 based on his stock award agreement.

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