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•	To elect eight directors;

•	To approve, on an advisory basis, the compensation of our named executive officers;

•	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2014; and

•	To transact such other business that may properly come before the meeting or any adjournment(s) or postponement(s) thereof.

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(1)	As used herein, the terms “CEO” and “CFO” refer to “Chief Executive Officer” and “Chief Financial Officer,” respectively.

(2)	Charles R. Campbell is the current Chair of the Audit Committee. His membership on the Audit Committee will end when his term on the Board expires on April 22, 2014. Mr. Workman will serve as Chair of the Audit Committee effective April 22, 2014.

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(1)	Effective fiscal year 2014, we modified our Short-Term Incentive Bonus Plan (“STIP”) to utilize average primary working capital as a percentage of sales as a cash flow metric instead of consolidated cash provided by continuing operating activities.

(2)	Effective fiscal year 2014, we increased the performance period from one to two years, added a return on invested capital metric to reward capital efficiency, and implemented a one-year vesting period after the end of the performance period.

(3)	No special awards were granted to our NEOs for fiscal year 2013.

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1.	To elect eight directors;

2.	To approve, on an advisory basis, our named executive officer compensation;

3.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2014; and

4.	To transact such other business that may properly come before the meeting or any adjournment(s) or postponement(s) thereof.

•	By Telephone or Internet: You may vote by telephone or Internet by following the instructions included in the Notice of Internet Availability and in these proxy materials;

•	By Written Proxy: If you received a printed copy of the proxy materials, you may vote by written proxy by signing, dating, and returning the proxy card in the postage-paid envelope provided; or

•

In Person: If you are a record stockholder, you may vote in person at the Annual Meeting. You are a record stockholder if your shares are registered in your name. If your shares are in the name of your broker or bank, your shares are held in “street name” and you are not a record stockholder. If your shares are held in street name and you wish to vote in person at the Annual Meeting, you will need to contact your broker or bank to obtain a legal proxy allowing attendance at the Annual Meeting. If you plan to attend the Annual Meeting in person, please bring proper identification and proof of ownership of your shares.

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•	voting by telephone or Internet on a later date, or delivering a later-dated proxy card if you requested printed proxy materials, prior to or at the Annual Meeting;

•	filing a written notice of revocation with our Corporate Secretary; or

•	attending the Annual Meeting and voting your shares in person (note: attendance alone at the Annual Meeting will not revoke a proxy).

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(1)	Based on 62,783,382 shares of common stock issued and outstanding as of February 24, 2014.

(2)

Based solely on a Schedule 13G (Amendment No. 7) filed with the SEC on February 6, 2014, wherein Heartland Advisors, Inc. reported that, as of December 31, 2013, it had shared voting power and shared dispositive power over all shares as a registered investment adviser. These shares may be deemed beneficially owned by both Heartland Advisors, Inc., by virtue of its investment discretion and voting authority granted by certain clients, which may be revoked at any time, and William J. Nasgovitz, by virtue of his control of Heartland Advisors, Inc. Mr. Nasgovitz disclaims beneficial ownership of these shares.

(3)	Based solely on a Schedule 13G (Amendment No. 5) filed with the SEC on January 31, 2014, wherein BlackRock, Inc. reported that, as of December 31, 2013, it had sole voting power over 6,057,093 shares and sole dispositive power over 6,236,647 shares.

(4)	Based solely on a Schedule 13G (Amendment No. 8) filed with the SEC on January 31, 2014, wherein Franklin Mutual Advisers, LLC reported that, as of December 31, 2013, it had sole voting and dispositive power with respect to all shares.

(5)

Based solely on a Schedule 13G (Amendment No. 1) filed with the SEC on February 10, 2014, wherein Dimensional Fund Advisors LP reported that, as of December 31, 2013, it had sole voting power over 3,680,968 shares and sole dispositive power with respect to 3,766,152 shares in its capacity as an investment adviser registered under the Investment Advisors Act of 1940 to investment companies and as investment manager to certain other commingled group trusts and separate accounts. Dimensional Fund Advisors LP disclaims beneficial ownership of these shares.

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(1)	All of our directors and officers use our Company address which is 1415 West 22nd Street, Suite 1100, Oak Brook, IL 60523.

(2)

Totals include shares subject to stock options exercisable within 60 days of February 24, 2014, as follows: Mr. Goodwin, 62,210; Mr. Campbell, 14,659; Mr. Jones, 14,659; Dr. Mudge, 5,000; Ms. Reichelderfer, 9,226; Mr. Martin, 269,690; Ms. Sherman, 165,883; Mr. Boettger, 78,433; Mr. Wilson, 77,945; and all directors and executive officers as a group, 735,572. Totals also include shares of restricted stock awarded pursuant to our benefit plans which are subject to certain restrictions under the plans, as follows: Mr. Goodwin, 25,161; and Dr. Mudge, 23,361. Totals also include shares held in our 401(k) Plan as follows: Ms. Sherman, 38,652; and Mr. Wilson, 4,614. Totals do not include notional shares held in our Savings Restoration Plan: Ms. Sherman, 18,489; and Mr. Boettger, 819.

(3)	Based upon 62,783,382 shares of common stock issued and outstanding as of February 24, 2014, and, for each director or executive officer or the group, the number of shares subject to stock options exercisable by such director or executive officer or the group within 60 days of February 24, 2014. The use of “*” denotes percentages of less than 1%.

(4)

Consists of shares underlying performance-based restricted stock units that such persons or group hold which have been earned based on the performance condition and which will be issued subject to completion of an additional two-year vesting period. These shares, under the rules of the Securities and Exchange Commission, are not deemed to be “beneficially owned” for purposes of this table and accordingly have been separately listed.

(5)	Ms. Lind and Mr. Workman were appointed to the Board of Directors effective February 20, 2014.

(6)	Mr. Waverley served as our Interim CFO pursuant to a consulting agreement entered into on October 10, 2012. We hired Mr. Cooper as our CFO on May 28, 2013.

(7)	Mr. Wilson retired on January 24, 2014.

(8)	The information contained in this portion of the table is based upon information furnished to us by the named individuals above and from our records. Except with respect to 1,000 shares beneficially owned by Dr. Mudge, which he jointly owns with his spouse, each director and officer claims sole voting and investment power with respect to the shares listed above.

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(1)	The Board periodically reviews Committee membership. Accordingly, the membership described in the table may change during 2014.

(2)	The Board has determined that Mr. Campbell qualifies as an “audit committee financial expert” as defined by the SEC. Mr. Campbell’s membership on the Audit Committee will end when his term on the Board expires on April 22, 2014.

(3)	Mr. Workman will become Chair of the Audit Committee on April 22, 2014. The Board has determined that Mr. Workman and Ms. Lind each qualify as an “audit committee financial expert” as defined by the SEC.

•	the integrity of our financial statements;

•	the qualifications and independence of our independent registered public accounting firm;

•	the performance of our internal audit function and independent registered public accounting firm; and

•	our compliance with legal and regulatory requirements, including our Policy for Business Conduct for all employees and Code of Ethics for our CEO and senior officers.

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(1)	Includes the following share amounts awarded in lieu of cash using the closing share price of our common stock on the grant date: Mr. Owens, 3,359 shares; Ms. Reichelderfer, 3,951 shares; and Mr. Romeo, 998 shares.

(2)

Each non-employee director is issued a stock award annually that is determined by dividing $60,000 ($75,000 in the case of the Chairman, Mr. Goodwin) by the closing price of our common stock on the grant date. Amounts stated reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation - Stock Compensation” (“ASC 718”). The following awards were granted to the non-employee directors on April 30, 2013, at a closing share price of $7.76: 9,665 shares of common stock to Mr. Goodwin as Chairman; and 7,732 shares of common stock to each of Messrs. Campbell, Jones, Mudge, and Owens, and Ms. Reichelderfer. As of December 31, 2013, each non-employee director held the following aggregate number of shares: Mr. Goodwin, 97,237 shares; Mr. Campbell, 68,214 shares; Mr. Jones, 98,111 shares; Dr. Mudge, 64,159 shares; Mr. Owens, 61,138 shares; and Ms. Reichelderfer, 103,003 shares. Excluding initial awards upon appointment, stock awards to non-employee directors are not subject to vesting requirements.

(3)	There were no option awards granted to any of the non-employee directors during fiscal year 2013. As of December 31, 2013, each director had options for the following number of shares outstanding: Mr. Goodwin, 62,210; Mr. Campbell, 14,659; Mr. Jones, 14,659; Dr. Mudge, 5,000; Mr. Owens, 5,000; and Ms. Reichelderfer, 9,226.

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(4)	Mr. Goodwin’s fees in the first column are comprised of an annual retainer amount of $87,500, Committee membership fees of $6,000, and meeting fees of $16,000.

(5)	Mr. Romeo served as a member of the Board until April 30, 2013, when his term as director expired. The annual retainer paid to Mr. Romeo was prorated through April 30, 2013.

(1)	Directors are also reimbursed for their out-of-pocket expenses relating to attendance at Board and Committee meetings.

(2)	The Chairman is also eligible to receive a per diem fee for other time spent on Company business (up to a maximum of $150,000 per year). Mr. Goodwin elected not to receive any per diem fees for the additional time spent on Company matters during fiscal year 2013.

(3)	Effective January 1, 2014, the annual retainer for the Chair of the Compensation and Benefits Committee was increased to $12,000 based on a review of annual retainers paid to compensation committee chairs at other public companies.

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•	Dennis J. Martin, President and CEO;

•	Jennifer L. Sherman, Senior Vice President, Chief Administrative Officer, General Counsel and Secretary;

•	Brian S. Cooper, Senior Vice President and CFO;

•	Braden N. Waverley, former Interim CFO;

•	Bryan L. Boettger, President of the Public Safety Systems Division within our Safety and Security Systems Group; and

•	Joseph W. Wilson, former President of the Industrial Systems Division within our Safety and Security Systems Group.

•	Net sales increased 6% over 2012 sales to $851.3 million;

•	Operating income rose 37% to $70.6 million in 2013 from $51.5 million in 2012;

•	Operating margin improved from 6.4% in 2012 to 8.3% in 2013;

•	Diluted earnings per share from continuing operations increased to $2.53, compared to $0.35 in 2012;

•	Cash flow from continuing operating activities increased by $31.1 million to $80.3 million, a 63% increase over 2012 cash flow from continuing operating activities of $49.2 million;

•	Income from continuing operations increased by $138.2 million to $160.2 million, a 628% increase over 2012 income from continuing operations of $22.0 million;

•	We lowered our debt balances by $65.7 million, or 42%, from $157.8 million to $92.1 million;

•	Our weighted-average interest rate on long-term borrowings is under 3%, down from approximately 12% in 2012; and

•	We reduced our interest expense by 59% in 2013, from $21.4 million in 2012 to $8.8 million in 2013.

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•

The Committee retained the same equity mix from immediately prior years for long-term equity incentive awards. This design closely aligns equity awards with stockholder interests. We do not award time-based restricted stock to executive officers, opting instead for stock option awards (which only have value if the Company’s share price rises) and performance-based restricted stock units (which are awarded only if the Company achieves annual threshold performance targets and do not vest for two years after the award).

•

In accordance with current governance best practices, the Committee clarified its equity incentive plan and awards under the 2005 Executive Incentive Compensation Plan (2010 Restatement) to allow the Committee to determine retirement-related compensation matters on a case-by-case basis and to consider factors such as the individual’s age and health, years of service, contributions to the Company, timing of departure relative to business needs, and contributions to the Company after retirement.

•	In February 2014, the Committee approved changes to our long-term equity incentive awards, effective fiscal year 2014, which included increasing the performance period from one to two years followed by a one-year vesting period, and adding a return on invested capital metric designed to incentivize and reward the efficient use of capital.

•

Effective fiscal year 2014, the Committee amended the Company’s STIP to exclude cash flow from continuing operating activities as a separate objective at the Company level because it is effectively captured in the calculation of primary working capital and earnings, which will remain elements of the STIP calculation. The STIP for 2014 includes earnings (weighted at 50%), primary working capital (weighted at 20%), and individual objectives (weighted at 30%).

•	Executive compensation must be linked to the achievement of strategic, financial, and operational goals that successfully drive growth in stockholder value;

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•	Total targeted compensation must be competitive to attract, motivate, and retain experienced executives during all business cycles with leadership abilities and talent necessary for the Company’s short-term and long-term success, profitability and growth, while taking into account Company performance and external market factors;

•	The portion of compensation that is variable based on performance and therefore at-risk should increase with officer level and responsibility;

•	Executive awards should differ based on actual performance to ensure alignment with stockholder value (actual pay can be above or below target pay); and

•	Equity ownership and holding requirements align the interests of executives and directors with the interests of stockholders and help build long-term value.

•	Establishes our compensation philosophy, sets broad compensation objectives, and evaluates compensation to ensure that it complies with and promotes our compensation philosophy and objectives;

•	Determines the various elements of our executive compensation, including base salary, annual cash incentives, long-term equity incentives, retirement, health and welfare benefits, and perquisites;

•	Establishes performance goals for our CEO and oversees the establishment of performance goals for the other executive officers and for each business unit;

•	Evaluates annually each executive officer’s performance in light of the goals established for the most recently completed year;

•	Establishes each executive officer’s annual compensation level based upon the individual’s performance, our financial results, the amount of compensation paid to comparable executive officers at comparable companies, the awards given to the individual in past years, and our capacity to fund the compensation;

•	Reviews our CEO’s annual succession planning report and executive development recommendations for his direct reports;

•	Reviews benefit and compensation programs and plans to ensure incentive pay does not encourage unnecessary risk taking; and

•	Retains and oversees advisors it may engage periodically to assist in the performance of its role.

•	base salary;

•	annual cash incentives;

•	long-term equity incentives;

•	retirement, health and welfare benefits; and

•	perquisites.

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(1)	Effective fiscal year 2014, we increased the performance period from one to two years, added an additional performance metric (return on invested capital) weighted at 25%, and applied a one-year additional vesting period. In our view, these modifications advance our compensation philosophy by further deepening the linkage between the long-term interests of our executives and stockholders.

(2)

If the Company achieves at least the threshold target for the relevant performance metric for the fiscal year, a percentage of the performance-based restricted stock units are earned and the underlying shares of Company common stock are issued upon the completion of a two-year vesting requirement calculated from the beginning of the completion of the performance period. If the Company does not achieve the threshold target, the award is forfeited and no units are earned and no shares are issued.

(2)

For fiscal year 2011, the performance share metric was not achieved, the award was forfeited and no shares were earned. For fiscal years 2012 and 2013 the performance metric was achieved and the shares were earned at 200% of target each year. These shares will be issued if the executive officer remains employed by the Company for a period of two years after the completion of each respective fiscal year.

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•	vehicle allowances; and

•	airline club memberships.

(1)	We hired Mr. Cooper to serve as our CFO effective May 28, 2013. For fiscal year 2014, Mr. Cooper received a 3% merit increase and a 3% market adjustment because his base salary was at the 29th percentile relative to other CFOs within our comparator group.

(2)	Mr. Waverley served as our Interim CFO pursuant to a consulting agreement. He received a monthly fee of $33,000. Mr. Waverley’s services ceased effective June 15, 2013, and his duties transitioned to Mr. Cooper.

(3)	Mr. Wilson retired on January 24, 2014.

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(1)	Mr. Cooper was eligible to receive a prorated cash incentive bonus for fiscal year 2013 based on his start date of May 28, 2013.

(2)	Mr. Waverley was eligible for a discretionary bonus award.

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(1)	In recognition of the contributions and outstanding leadership in developing and implementing the turnaround strategy for our Company, Mr. Martin and Ms. Sherman were each awarded 2 times their targets for individual performance, and Messrs. Cooper and Boettger were each awarded 1.5 times their targets for individual performance.

(2)	Mr. Waverley was awarded $50,000 as a discretionary bonus in recognition of his contributions to the Company during 2013.

(3)	Business unit performance for Messrs. Boettger and Wilson is included in Group and Division awards.

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Messrs. Martin, Boettger, and Wilson and Ms. Sherman received options to purchase 144,444; 17,222; 17,222; and 50,556 shares of our common stock, respectively, at an exercise price of $8.40 per share (the closing price of our stock on date of grant). Mr. Cooper received options to purchase 31,622 shares at an exercise price of $9.03 per share (the closing price of our stock on the date of grant). The options vest in three equal annual installments on the first three anniversaries of the grant date.

•

Messrs. Martin, Cooper, Boettger and Wilson and Ms. Sherman received performance-based restricted stock units of 77,381; 17,054; 9,226; 9,226; and 27,083, respectively. Each performance-based restricted stock unit represents a right to receive up to two shares of our common stock based upon achieving a one-year performance metric during fiscal year 2013. The performance metric was met for fiscal year 2013, and is subject to vesting requirements that require each recipient to remain employed with us for an additional two years following the end of the performance period (i.e., until December 31, 2015).

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•	The total fees paid to Towers Watson of $285,563 represented less than 0.008% of Towers Watson’s revenue for its 2013 fiscal year-end ($3.6 billion);

•	There is no overlap between the Towers Watson team that provided services to the Committee and the Towers Watson team that provided the additional services;

•	No member of the Towers Watson team receives additional compensation as a result of the provision of services to the Committee or with respect to the additional services;

•	Towers Watson prohibits compensation consultants from owning stock in any companies it advises;

•	There are no business ventures or personal relationships between Towers Watson and any member of the Committee; and

•	There is no affiliation between any of member of Towers Watson’s team and any member of our Board of Directors or any NEO.

•	We will not enter into any employment agreement, severance agreement, or Change-in-Control agreement that requires us to make or agree to make any tax gross-up payments to any NEO except for such payments provided pursuant to a relocation or expatriate tax equalization plan, policy or arrangement; and

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Unless approved by a vote of our stockholders entitled to vote in an election of directors, we will not enter into any compensation agreement with any NEO that provides for severance payments (excluding the value of any accelerated vesting of equity based awards) in an amount exceeding 2.99 times the sum of: (i) the NEO’s highest annual base salary for the year of termination (determined as an annualized amount) or either of the immediate two preceding years; plus (ii) either the NEO’s current target bonus or the highest annual bonus awarded to the NEO in any of the three years

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(1)

Due to the important nature of our debt refinancing and the outstanding performance of the executives leading the initiative, on February 22, 2012, in connection with the Company’s refinancing of its credit and note facilities, the Compensation and Benefits Committee awarded one-time cash bonuses to Mr. Martin and Ms. Sherman in the amounts of $268,000 and $80,000, respectively. These amounts are included in the bonus amounts indicated in the table for fiscal year 2012. The balance of the amounts depicted are described in footnotes (7) (8).

(2)

The stock award values represent the aggregate grant date fair values computed in accordance with ASC 718. These figures reflect long-term equity incentive restricted stock awards and performance-based restricted stock units, discussed in the section titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Long-Term Equity Incentives.” The restricted stock awards are valued at the closing price of our Company’s common stock on the grant date. The Company implemented a new equity award design in fiscal year 2011 using an EPS from continuing operations metric. Performance-based restricted stock units granted in fiscal years 2011, 2012, and 2013 were valued at the closing price of our Company’s stock on the grant date, resulting in a value of $6.52 and $5.50 for 2011 and 2012, respectively, and $8.40 and $9.03 for grants issued on May 9 and May 28, 2013, respectively. The EPS from continuing operations threshold for fiscal year 2011 performance-based restricted stock units was not satisfied and the 2011 performance-based restricted stock units were forfeited. For fiscal year 2012, the EPS from continuing operations maximum was achieved and 200% of the target units were earned. The shares underlying the earned units will be issued upon completion of an additional two-year vesting requirement beginning at the end of the performance period and ending on December 31, 2014, or they will be forfeited. For fiscal year 2013, the EPS from continuing operations maximum was achieved and 200% of the target units were earned. The shares underlying the earned units will be issued upon completion of an additional two-year vesting requirement beginning at the end of the performance period and ending on December 31, 2015, or they will be forfeited.

(3)

The option award values represent the aggregate grant date fair values computed in accordance with ASC 718. These amounts reflect long-term equity incentive stock option grants, discussed in further detail in the section titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Long-Term Equity Incentives.” The Black-Scholes model is used to estimate the fair value of stock options, resulting in an estimated value of $4.87 for options granted on May

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(4)	Reflects cash payments to the named individuals under the STIP. For a description of this program, see the section titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Annual Cash Incentive Payments.”

(5)

Reflects the actuarial increase in the present value of the NEOs’ benefits under all pension plans, including our supplemental pension plans, determined using interest rate and mortality rate assumptions consistent with those used in our financial statements, and includes amounts which the NEO may not currently be entitled to receive because such amounts are not vested. The present value of the benefits for eligible NEOs declined in 2013; decreases in pension value are not reflected in the Summary Compensation Table. The present value of accumulated pension benefits for Ms. Sherman and Messrs. Boettger and Wilson decreased by $39,278, $27,703 and $46,554, respectively. Earnings on deferred compensation are not reflected in this column because the return on earnings is calculated in the same manner and at the same rate as earnings on externally managed investments of salaried employees participating in the tax-qualified 401(k) savings plan, and dividends on our common stock are paid at the same rate as dividends paid to stockholders.

(6)	All Other Compensation in fiscal year 2013 includes the following aggregate perquisites and other items.

(a)	For Mr. Martin, includes $450 for membership in the United Airlines Red Carpet Club and $1,530 for life insurance premium payments. For Ms. Sherman, includes $475 for membership in the United Airlines Red Carpet Club and $765 for life insurance premium payments. For Messrs. Cooper, Boettger, and Wilson, amounts stated are for life insurance premium payments.

(b)	Mr. Waverley was not eligible for any perquisites under the terms of his consulting agreement, with the exception of reimbursement of capped legal fees incurred in connection with his consulting agreement.

(7)

The 2012 “Bonus” and “Stock Awards” columns include incentive bonuses awarded to Mr. Martin and Ms. Sherman on June 21, 2012 with respect to the sale of the FSTech businesses in the amount of $250,000 to each of them contingent upon the closing of the sale of FSTech. The bonuses were paid on September 4, 2012, following the closing of the FSTech sale as follows: (i) $125,000 in cash; and (ii) $125,000 in shares of restricted stock awarded under our 2005 Executive Incentive Compensation Plan (2010 Restatement) (i.e., an award of 20,458 shares based on the closing price of the Company’s common stock on the date of grant of $6.11 per share). The restricted stock will vest in full on September 4, 2015, subject to continued employment.

(8)

Mr. Waverley served as our Interim CFO while we conducted a search for a permanent CFO from October 10, 2012 to June 15, 2013. Under the terms of his consulting agreement, his compensation was a monthly fee of $33,000. In addition, Mr. Waverley received a STIP bonus in the amount of $83,124 for fiscal year 2012 and a discretionary cash bonus of $50,000 for fiscal year 2013. He received $2,128 to cover legal fees. Mr. Waverley was not awarded any equity.

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(1)	See the section titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Annual Cash Incentive Payments.”

(2)

These columns include information regarding performance-based restricted stock units. The “Threshold” column represents the minimum amount payable when threshold performance is met (50% of performance-based restricted stock units granted are earned). If performance is below the threshold performance, no units are earned. The “Target” column represents the amount payable if the EPS from continuing operations achieved is equal to the EPS from continuing operations target (100% of performance-based restricted stock units are earned). The “Maximum” column represents the full payout potential under the plan if the EPS from continuing operations is equal to or greater than the EPS maximum (200% of performance-based restricted stock units are earned). Shares of Company stock are awarded, if any, as a percentage of the pre-determined target shares for that executive officer ranging from 0% to 200% as determined by the EPS from continuing operations for the fiscal year. For fiscal year 2013, the EPS from continuing operations maximum was achieved and 200% of the target shares were earned. These shares will vest and be issued subject to completion of a two-year vesting requirement (i.e., on December 31, 2015).

(3)

The grant date fair values are calculated based upon ASC 718. The fair value of performance-based restricted stock units was set at the closing price of our Company’s common stock on the grant dates, resulting in an estimated value of $8.40 for units granted on May 9, 2013, and $9.03 for units granted on May 28, 2013. The Black-Scholes model is used to estimate the fair value of stock options, resulting in an estimated value of $4.50 for options granted on May 9, 2013, and $4.87 for options granted on May 28, 2013.

(4)	Mr. Cooper’s target award was prorated based on his date of hire of May 28, 2013.

(5)	Mr. Waverley served as our Interim CFO from October 10, 2012 until June 15, 2013, pursuant to a consulting agreement while we conducted a search for a permanent CFO. He was not eligible for plan-based awards but received a discretionary bonus award in the amount of $50,000 for fiscal year 2013. This amount is reflected in the “Bonus” column of the Summary Compensation Table.

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(1)	Stock options granted in fiscal year 2004 vested ratably over two years from the grant date. Stock options granted in fiscal year 2005 to fiscal year 2013 vest ratably over three years from the grant date.

(2)	Prior to fiscal year 2007, the exercise price for each option grant was the lowest sale price of our common stock on the grant date. Beginning in fiscal year 2008 and to date, we use the closing price for our common stock, as reported by the NYSE, on the grant date.

(3)	Restricted stock granted from fiscal year 2005 through fiscal year 2013 vests in full on the third anniversary of the grant date. Performance-based restricted stock units awarded in 2012 and 2013 were earned at 200% in performance periods ending December 31, 2012 and December 31, 2013.

(4)	The performance-based restricted stock units in this column granted on May 9, 2012 were earned at 200% on December 31, 2012. The underlying shares will be issued subject to an additional two-year vesting period that ends on December 31, 2014.

(5)	The performance-based restricted stock units in this column granted on May 9, 2013 were earned at 200% on December 31, 2013. The underlying shares will be issued subject to an additional two-year vesting period that ends on December 31, 2015.

(6)	Based on the closing price of $14.65 per share on December 31, 2013.

(7)	Mr. Waverley was not eligible to receive equity awards under our incentive plans.

(8)

Mr. Wilson retired on January 24, 2014. In connection with Mr. Wilson’s retirement: (a) 26,000 performance-based restricted stock units earned in 2012 vested on January 24, 2014, and the underlying shares will be issued in January 2015; (b) subject to his compliance with various restrictive covenants, 6,152 performance-based restricted stock units earned in 2013 are eligible to vest on February 1, 2015 and underlying shares will be issued in February 2015; (c) his unvested stock options and other 2013 performance-based restricted stock units were forfeited; and (d) his vested stock options remain exercisable for the shorter of their expiration date or three years from January 24, 2014.

(1)	None of the NEOs exercised stock options during fiscal year 2013.

(2)	These columns reflect amounts that vested in fiscal year 2013 pursuant to time-based restricted stock awards granted in fiscal year 2010. We discontinued use of time-based restricted stock awards for NEOs effective fiscal year 2011.

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(1)

This qualified retirement plan, which has been frozen since 2006, provides defined payment retirement benefits for certain salaried and hourly employees, including executive officers. Contributions were made on an actuarial group basis and no specific contribution was set aside for any individual participant. The approximate annual pension benefit set forth in the table is based on years of service and compensation, and reflects dollar limitations under the Internal Revenue Code, which limits the annual benefits which may be paid from a tax-qualified retirement plan.

(1)	For each of the NEOs, amounts are included in the “Salary” column of the Summary Compensation Table.

(2)	Amounts are included in the “All Other Compensation” column of the Summary Compensation Table.

(3)	Aggregate earnings under the plan are not above-market and are not included in the Summary Compensation Table.

(4)	Includes the following amounts that were deferred during fiscal years 2012 and 2011, respectively, under the Savings Restoration Plan: Mr. Martin, $62,066, $0; Ms. Sherman, $37,339, $22,448; Mr. Cooper, $0, $0; Mr. Boettger, $0, $0; and Mr. Wilson, $22,766, $22,023.

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•	Execution of a general release;

•	Non-disclosure of confidential information to a third party;

•	Non-competition with our Company for 12 months; and

•	Non-solicitation of employees for 12 months.

•	Cash payments equal to the sum of the executive officer’s base salary and current annual bonus target for Tier I executives, cash payments equal to 75% of the executive officer’s base salary and current annual bonus target for Tier II executives, and cash payments equal to 50% of the executive officer’s base salary and current annual bonus target for Tier III executives;

•	Payment of a percentage of targeted annual incentive bonus based on the number of days worked in the current year;

•	Continuation of health and welfare benefits for up to 12 months following termination at the same premium cost and at the same coverage level to the executive as in effect for active employees (with the value of medical coverage treated as taxable income to the executive to the extent necessary to comply with Section 409A of the Internal Revenue Code);

•	Right to exercise vested options within three months from date of termination (unvested options, performance-based restricted stock units, restricted stock awards and restricted stock units are forfeited); and

•	Vested amounts under our Retirement Savings Plan and Savings Restoration Plan.

•	Accrued and unpaid base salary through the date of retirement;

•	Right to exercise vested options to the earlier of the expiration date or three years from date of termination (unvested options, restricted stock and restricted stock unit awards are forfeited);

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•	Immediate vesting of all performance-based restricted stock units, with performance shares distributed at the end of the performance period based on actual performance and prorated through the date of termination of employment for awards issued prior to 2013; and

•	Vested amounts under our Retirement Savings Plan and Savings Restoration Plan.

•	Accrued and unpaid base salary through the date of termination of employment;

•	Immediate vesting of all outstanding and unvested stock options which may be exercised for one year from the date of disability or death;

•	Immediate vesting or lapse of restrictions on all restricted stock and restricted stock units, as applicable;

•	Immediate vesting of all performance-based restricted stock units, with performance shares distributed at the end of the performance period based on actual performance and prorated through the date of termination of employment; and

•	Vested amounts under our Retirement Savings Plan and Savings Restoration Plan.

•	Payment of any accrued and unpaid salary through the date of termination and prorated annual cash incentive bonus target;

•	A lump-sum cash payment up to two times the sum of the executive’s base salary and current annual target bonus opportunity established under the annual bonus plan in which the executive participates;

•	A lump-sum cash payment up to one times the sum of annual base salary and annual cash incentive bonus target as further consideration for an 18-month non-compete covenant;

•	Immediate vesting and lapse of restrictions on all equity-based long-term incentives;

•	Immediate vesting and cash-out of all outstanding cash-based long-term incentive awards; and

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Continuation of medical insurance coverage for up to 36 months following termination at the same premium cost and at the same coverage level to the executive as in effect for active employees (with the value of medical coverage treated as taxable income to the executive to the extent necessary to comply with Section 409A of the Internal Revenue Code) and continuation of other health and welfare benefits for up to 12 months at the same premium cost and at the same coverage level available to active employees to the extent not duplicative.

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•	Acquisition by any one person or group of beneficial ownership of 40% or more of the combined voting power of our Company’s then outstanding securities;

•	Replacement of the majority of the directors during any period of 24 consecutive months;

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Consummation of a merger or consolidation of our Company with another corporation, other than: (1) a merger or consolidation in which the combined voting securities of our Company immediately prior to such merger or consolidation continue to represent more than 60% of the combined voting power of the voting securities of our Company or the surviving entity outstanding immediately after such merger or consolidation; or (2) a merger or consolidation effected to implement a recapitalization of our Company or similar transaction in which no person or group acquires more than 40% of the combined voting power of our Company’s then outstanding securities;

•	Approval by our stockholders of a plan or an agreement for the sale or disposition of all or substantially all of our Company’s assets; or

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Any other transaction that our Board of Directors designates as being a Change-in-Control. The Board modified the Change-in-Control Policy and the form Executive Change-in-Control Severance Agreement to remove, after March 2010, Board discretion on designating transactions as a Change-in-Control. This policy is included in the Executive Change-in-Control Severance Agreements executed by Messrs. Martin, Cooper, Boettger, and Wilson.

•	We assumed the executive’s termination date was December 31, 2013.

•	When applicable, we used the closing price of our common stock on December 31, 2013, which was $14.65.

•	When applicable, we assumed the executives were subject to a 39.5% federal tax rate, 5% state tax rate, 1.45% Medicare tax rate and an additional 0.9% Medicare tax.

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(1)	Mr. Martin’s severance compensation under a Change-in-Control scenario is capped at 2.99 times his base salary plus his bonus at target.

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(1)	Mr. Cooper’s severance compensation under a Change-in-Control scenario is capped at 2.99 times his base salary plus his bonus at target.

(1)	Mr. Boettger’s severance compensation under a Change-in-Control scenario is limited to 2 times his base salary plus his bonus at target.

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•	Accelerated vesting of 13,000 performance-based restricted stock units earned at 200% in 2012, with the underlying shares to be distributed to Mr. Wilson in January 2015;

•	3,076 performance-based restricted stock units earned at 200% in 2013 are eligible to vest on February 1, 2015, with the underlying shares to be distributed in February 2015;

•	All currently vested stock options held by Mr. Wilson remain exercisable until the earlier of: (i) their expiration date; or (ii) three years from January 24, 2014 (all other options were forfeited on January 24, 2014);

•	Mr. Wilson’s STIP bonus for 2013 will be calculated and paid consistent with other eligible STIP participants; and

•	Mr. Wilson is permitted to continue his health benefits under COBRA at full cost to him for a period of thirty-six months, subject to earlier termination should he become eligible under another group health plan any time after eighteen months.

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(1)	As a result of a competitive selection process, our Audit Committee replaced Ernst & Young LLP and appointed Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2013, effective June 13, 2013. As a result, we incurred fees from both organizations.

(2)

These are fees for professional services for: (i) the audit of our annual financial statements and review of financial statements included in our Form 10-Q filings, and services that are normally provided in connection with statutory and regulatory filings or engagements; and (ii) the audit of internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

(3)	These are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

(4)	These are fees for professional services with respect to tax compliance, advice, and planning. Fees incurred principally relate to review of tax returns, preparation of tax returns or supporting documentation, and consultation with regard to various tax planning issues.

(5)	No fees for miscellaneous other services were performed that do not fall within the other categories above this row.

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•

In fiscal year 2008, we adopted a long-term incentive program designed to align each executive’s goals with the intermediate and long-term goals of our stockholders through the grant of stock options to purchase shares of our common stock, restricted stock awards, and performance-based restricted stock units. In fiscal year 2011, we bolstered this pay-for-performance philosophy further when we eliminated time-based restricted stock awards to our executive officers, limiting the design to only stock options and performance-based restricted stock units. As a result, our fiscal year 2011 annual equity awards under our long-term incentive program for our executive officers were effectively 100% performance-based. The performance-based restricted stock units granted in fiscal year 2011 were not earned because the applicable thresholds were not met. For fiscal years 2012 and 2013, we exceeded the performance metric and the performance-based restricted stock units were earned at 200% of target each year, subject to an additional two-year vesting period. All annual equity awards granted to our executive officers in fiscal year 2014 will have value only if our performance goals are achieved and/or our stock price appreciates.

•	Our pay-for-performance philosophy is evident in the composition of our NEOs’ compensation. As shown below, equity compensation is a significant portion of our NEOs’ total compensation.

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•	Consistent with our pay-for-performance philosophy, and in light of achieving our performance goals, all of our NEOs received annual cash bonus payments under the STIP for fiscal year 2013 performance.

•	Our Compensation and Benefits Committee has taken a conservative approach with regard to base salaries. Base salaries of our NEOs are targeted at or below the 50th percentile of competitive market data.

•	With the assistance of our independent compensation consultant, the Compensation and Benefits Committee updated our peer group to reflect changes to our peers and to the Company.

•	Our pay practices are friendly to stockholders. For example:

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Our 2005 Executive Incentive Compensation Plan (2010 Restatement) has provisions that: (i) eliminate net share counting for stock settlement of stock appreciation rights, for the stock payment of the exercise price of an option, and for shares withheld by or otherwise remitted to us to satisfy tax withholding liability; (ii) require that full value awards be counted as the equivalent of 1.51 shares; and (iii) allow only shares subject to awards that expired, are canceled or forfeited, or are settled in cash to be available for re-issuance under the plan.

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Over the years, we have limited the perquisites available to our executive officers and those that we do provide are not typically considered unfriendly to stockholders. For example, since 2009, we have prohibited any tax gross-up payments, except for such payments provided pursuant to a relocation or expatriate tax equalization plan, policy or arrangement. Only one of our NEOs is entitled to tax gross-up payments based on a grandfathered agreement.

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Unless approved by our stockholders, since 2009, we have limited severance payments for NEOs to an amount not exceeding 2.99 times the sum of: (i) the NEO’s highest annual base salary for the year of termination or either of the immediate two preceding years; and (ii) either the NEO’s current target bonus, or the highest annual bonus awarded to the NEO in any of the three years preceding the year of termination.

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Payments under the STIP are subject to a “clawback” policy under which the Company will require, to the extent practicable upon the occurrence of specified events, an NEO to repay a portion of his or her performance bonus payment plus a reasonable rate of interest. The clawback policy is triggered by: (i) an accounting restatement or a determination by our Board that the performance results were materially inaccurate; and (ii) a determination that the amount of such performance-based bonus payment would have been less than the amount previously paid to such NEO, taking into account the restated financial results or otherwise corrected performance results.

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Under the Company’s Executive General Severance Plan, we have limited certain benefits, prevented the payment of duplicative benefits, limited the elements of a termination for “Cause” (which results in ineligibility for benefits), reduced the ability of the executive to terminate for “Good Reason,” increased the Company’s flexibility to complete corporate transactions without triggering severance obligations, limited the group of employees eligible to participate, and implemented a one-year service requirement for eligibility (with certain limited grandfathering exceptions).

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Our executive officers are required to own substantial holdings of our common stock while employed by us. Individual stock ownership targets are based on a multiple of between two and five times the executive’s base salary. Mr. Martin, our President and CEO, owns stock valued at more than five times his base salary and exceeds his stock ownership requirement. Likewise, Ms. Sherman, our Senior Vice President, Chief Administrative Officer, General Counsel and Secretary, exceeds her stock ownership requirement with stock holdings in our Company valued at more than three times her base salary. Until the target ownership is met, our executive officers’ ability to sell shares of our common stock is limited. In addition, after achieving the ownership target, each executive officer is required to hold 50% of the net shares received from exercised options or vested shares of common stock (over and above the target ownership level) for at least two years from the date of exercise or vesting.

•	The Compensation and Benefits Committee is advised by an independent compensation consultant who keeps the Committee apprised of developments and best practices.

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(1)	All of our equity compensation plans have been approved by stockholders.

(2)	No additional awards were available for grant under this plan after April 17, 2006.

(3)	“Full value” awards, which include restricted stock awards and performance-based restricted stock units, count as 1.51 shares against the remaining available shares for future issuance under this plan.

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