With respect to ~~the Company’s~~BDO USA, LLP, our independent registered public accounting firm, the Audit Committee, among other things, reviewed with them their fees for audit, audit-related, tax and all other services, and approved those fees prior to being incurred, and discussed matters relating to their independence, including the disclosures made to the Audit Committee as required by Public Company Accounting Oversight Board Rule 3526. The Audit Committee considered whether their provision of non-audit services is compatible with maintaining their independence.

On the basis of these reviews and discussions, the Audit Committee recommended to the Board of Directors that the Board of Directors approve the inclusion of the ~~Company’s~~Company's audited financial statements in the ~~Company’s~~Company's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2011,~~2013, for filing with the Securities and Exchange Commission.

Members of the Audit Committee

Peter F. Frey, Chairman

Susan Clark-Johnson

Roger L. Ogden

~~March 7, 2012~~Michael C. Wheeler

PROPOSAL 2 –AMENDMENTS OF THE 2008 LONG-TERM INCENTIVE PLAN

General

Our 2008 Long-Term Incentive Plan, or the 2008 LTIP, was approved by our Board of Directors and shareholders in 2008. As of March 15, 2014, a total of 8,000,000 shares of our common stock were reserved for issuance under the 2008 LTIP. By its terms, the 2008 LTIP may be amended by the Board of Directors, provided that any amendment which the Board of Directors determines requires shareholder approval or applicable law or stock exchange requirements, is subject to receiving such shareholder approval. On March 5, 2014, our Board of Directors unanimously approved, subject to approval by our shareholders at the Annual Meeting of shareholders, amendments of the 2008 LTIP, to (1) increase the maximum number of shares of ChyronHego common stock available for grant thereunder by 3,000,000 shares, from the current 8,000,000 shares to 11,000,000 shares and (2) to increase the number of shares issuable to any individual in any fiscal year from 200,000 to 500,000. The proposed amendments of the 2008 LTIP are being submitted to you for approval at the Annual Meeting in order to ensure (i) favorable federal income tax treatment for grants of incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) continued eligibility to receive a federal income tax deduction for certain compensation paid under the 2008 LTIP by complying with Rule 162(m) of the Code. Shareholder approval of the amendments is also required by NASDAQ rules.

Reasons for the Proposed Amendments to the 2008 Long-Term Incentive Plan

An increase in the number of shares reserved for issuance under the 2008 LTIP is being requested at this time because only 487,134 shares remain available for future grants under the 2008 LTIP as of March 14, 2014. Our Board of Directors believes it is important to increase the number of shares authorized for grant under the 2008 LTIP so as to provide a sufficient number of authorized shares for the foreseeable future to grant additional equity awards to directors, employees and consultants, as an incentive and to tie their interests closer to those of our shareholders. In addition, in order to conserve the Company's cash for other operating uses, our Board of Directors believes that whenever appropriate, the Company should utilize equity awards to payout earned awards under our annual performance-based plan. In addition, an increase in the number of shares issuable to any individual in any fiscal year from 200,000 to 500,000 is also being requested at this time in order to provide the Company with greater flexibility to motivate officers, directors, key employees and other persons serving the Company to improve the business results and earnings of the Company. For these purposes, our Board of Directors believes that the proposed amendments to the 2008 LTIP are necessary.

No other changes to the 2008 LTIP are being proposed. The proposed amended and restated 2008 LTIP is included in its entirety in this proxy statement as Annex A. The proposed amendment to increase the number of shares authorized under the 2008 LTIP and to increase the number of shares issuable to any individual in any fiscal year will not become effective unless shareholder approval is obtained.

Awards Granted Under the 2008 Long-Term Incentive Plan

The following table summarizes the award activity under the 2008 LTIP since its inception on May 14, 2008 and the status of awards under the 2008 LTIP as of March 14, 2014, prior to the impact of the proposed increase:

Shares authorized	8,000,000
Stock options awarded	7,002,202
Stock issued as bonuses	624,566
Restricted stock units awarded	3,499,547
Stock options forfeited	1,552,412
Restricted stock units forfeited	2,061,037
Shares available for future grant	487,134

Stock options exercised	149,035
Stock options outstanding	5,300,755
Restricted stock units vested	1,312,707
Restricted stock units outstanding	125,803

All awards to employees, directors and consultants under the 2008 LTIP are made at the discretion of the Board of Directors or the Compensation Committee or its designee. Therefore, except as set forth in the table below for grants already made under the 2008 LTIP, the future benefits and amounts that will be received or allocated under the 2008 LTIP are not determinable at this time. The following table sets forth the number of shares of ChyronHego common stock underlying outstanding stock options and restricted stock units, or RSUs, under the 2008 LTIP and the 1999 Incentive Compensation Plan for each person or group named in the table as of March 14, 2014:

	Number of
	Shares of Common
	Stock Underlying
Name and Position	Outstanding Awards

Johan Apel, CEO and Director	400,000
Susan Clark-Johnson, Director	13,978
Peter F. Frey, Director	46,308
Christopher R. Kelly, Director	79,644
Roger L. Ogden, Chairman of the Board, Director	63,297
Robert A. Rayne, Director	43,978
Henrik Sundberg, Director	13,978
Michael I. Wellesley-Wesley, Director	652,312
Michael C. Wheeler, Director	64,813
All current executive officers as a group	978,002
All current directors who are not executive officers as a group	978,308
All employees as a group (including officers who are not executive officers)	4,448,905

On March 14, 2014, the closing market price per share of our common stock was $2.53 as reported by NASDAQ.

New Plan Benefits

On December 11, 2013, our Compensation Committee approved a 2014 Management Incentive Compensation Plan, which we refer to as the Plan. The Plan covers our current CEO and five other members of our senior management. The Plan consists of a performance condition and a service condition. The target performance condition is based on budgeted earnings before interest and taxes ("EBIT"), adjusted to a pre-bonus basis. The service condition is that in order to be eligible to receive a payout under the Plan, a Plan participant must be employed by the Company on the date of payout specified below (unless terms of any employment or severance agreements state otherwise). The incentive payout is based on achievement of a designated level of budgeted EBIT, adjusted to a pre-bonus basis, for the fiscal year 2014 (the "2014 EBIT"). Specifically, the Plan provides that 5% of the 2014 EBIT achieved by the Company will be paid to the participants in the Plan, which amount will be increased to 10% of the 2014 EBIT for every dollar of 2014 EBIT that exceeds the amount set forth in the Company's 2014 budget, with no maximum. The target payout for fiscal 2014 is set as the ratio of the participants' base salaries compared to the total base salaries for all participants in the Plan, multiplied by the total payout amount. Any award earned under the Plan will be paid in cash or shares of the Company's common stock, at the discretion of the Compensation Committee of the Company's Board of Directors. The date of payout to all eligible participants will be the date that the Compensation Committee of the Board of Directors approves the achievement levels of the Plan's financial performance conditions for the fiscal year 2014, which decision is expected to be made at the Compensation Committee's scheduled meeting in March 2015.

The following table shows the value of awards expected to be made under the 2008 LTIP, assuming achievement of the 2014 EBIT, to the identified named executive officers and groups, which awards are subject to the approval of the amendment to the 2008 LTIP by our shareholders:

Name and Position	Dollar Value ($)

Johan Apel, President and CEO		59,422
All current executive officers as a group		151,351
All employees as a group (including officers who are not executive officers)		198,249

Material Features of the 2008 Long-Term Incentive Plan

The following is a brief summary of the 2008 LTIP, as it is proposed to be amended. This summary is qualified in its entirety by reference to the text of the proposed amended and restated 2008 LTIP, a copy of which is attached as Annex A to this proxy statement.

The purpose of the 2008 LTIP is to assist the Company in attracting, retaining, and rewarding high-quality executives, employees, directors and other persons who provide services to the Company, enabling such persons to acquire or increase a proprietary interest in the Company and to strengthen the mutuality of interests between such persons and to provide annual and long-term incentives to expend their maximum efforts in the creation of shareholder value.

The Plan is administered by the Compensation Committee of the Board of Directors. The Plan does not limit the availability of awards to any particular class or classes of eligible employees. If an award were to lapse or rights to an award otherwise were to terminate, the shares subject to the award would be available for future awards to the extent permitted by applicable federal securities laws. Awards granted under the 2008 LTIP are not transferable, other than by will or the laws of descent and distribution, except that if authorized in the applicable award, a grantee may transfer, not for value, all or part of an option that is not an incentive stock option to any family member. In the event of a change in control, all outstanding options and stock appreciation rights, or SARs, shall become immediately fully exercisable and vested and any vesting, repurchase and/or forfeiture rights and conditions with respect to outstanding restricted stock and/or RSUs shall be waived at the time of a change in control.

The total number of shares authorized for issuance under the 2008 LTIP is currently 8,000,000, of which 487,134 remain available for grant as of March 14, 2014. If the shareholders approve the amendment to the 2008 LTIP, the total number of shares authorized for issuance under the 2008 LTIP will be 11,000,000. The expiration date of the 2008 LTIP is May 14, 2018.

Awards to eligible employees under the 2008 LTIP will be made in the form of stock options, SARs, RSUs, restricted stock, unrestricted stock, cash or other stock-based awards. The Board of Directors or the Compensation Committee, in its sole discretion, designates who is eligible to receive awards, determines the form of each award, determines the number of shares of stock subject to each award, establishes the exercise price of each award and such other terms and conditions applicable to the award as the Board of Directors or the Compensation Committee deems appropriate.

Stock option awards can be either incentive or non-incentive. In either case, the exercise price of the option will not be less than the fair market value of the underlying shares as of the date the award is granted. Options will become exercisable at such times as may be established by the Compensation Committee when granting the award. No stock option shall be exercisable more than ten years after the date the option is granted.

A SAR allows the holder, upon exercise, to receive the excess of the fair market value of one share of ChyronHego common stock on the date of exercise over the grant price of the SAR. The Compensation Committee shall determine the circumstances under which a SAR may be exercised and the method of settlement. SARs may be awarded independently or in tandem with other awards.

A RSU allows the holder to receive stock, cash, or a combination thereof, at the end of a specified deferred period. Restricted stock and RSU awards are subject to such restrictions as to transferability and risk of forfeiture as may be imposed by the Compensation Committee, which restrictions may lapse separately under circumstances such as achievement of performance goals and/or future service requirements. Except to the extent restricted under the terms of the 2008 LTIP, any participant granted restricted stock shall have all the rights of a shareholder, including the right to vote and receive dividends. Holders of RSUs shall have no rights as shareholders of the Company.

The Compensation Committee is also authorized to grant stock as a bonus or to grant stock in lieu of obligations to pay cash under the 2008 LTIP or under other compensatory arrangements.

Our Board of Directors may amend, suspend, or terminate the 2008 LTIP at any time with respect to awards which have not been made. An amendment shall be contingent on approval of shareholders to the extent stated by the Board of Directors, required by applicable law or required by applicable stock exchange requirements. No awards shall be made after termination of the 2008 LTIP. No amendment, suspension or termination of the 2008 LTIP shall, without the consent of the grantee, impair any rights or obligations under any award theretofore awarded.

Federal Income Tax Consequences

The federal income tax consequences of the issuance and exercise of awards under the 2008 LTIP are as described below. The following information is only a summary of the tax consequences of the awards, and participants should consult with their own tax advisors with respect to the tax consequences inherent in the ownership or exercise of the awards, and the ownership and disposition of any underlying securities.

Incentive Stock Options. A participant who is granted an incentive stock option will not recognize any taxable income for federal income tax purposes either on the grant or exercise of the incentive stock option. If the participant disposes of the shares purchased pursuant to the incentive stock option more than two years after the date of grant and more than one year after the exercise of the option (the required statutory "holding period"), (a) the participant will recognize long-term capital gain or loss, as the case may be, equal to the difference between the selling price and the option exercise price; and (b) the Company will not be entitled to a deduction with respect to the shares of stock so issued. If the holding period requirements are not met, any gain realized upon disposition will be taxed as ordinary income to the extent of the excess of the lesser of (i) the excess of the fair market value of the shares at the time of exercise over the option exercise price, and (ii) the gain on the sale. Also in that case, the Company will be entitled to a deduction in the year of disposition in an amount equal to the ordinary income recognized by the participant. Any additional gain will be taxed as short-term or long-term capital gain depending upon the holding period for the stock. A sale for less than the option exercise price results in a capital loss.

The excess of the fair market value of the shares on the date of exercise over the option exercise price is, however, includable in the option holder's income for alternative minimum tax purposes.

Non-qualified Stock Options. A participant who is granted a non-qualified stock option under the 2008 LTIP will not recognize any income for federal income tax purposes on the grant of the option. Generally, on the exercise of the option, the participant will recognize taxable ordinary income equal to the excess of the fair market value of the shares on the exercise date over the option exercise price for the shares. The Company generally will be entitled to a deduction on the date of exercise in an amount equal to the ordinary income recognized by the participant. Upon disposition of the shares purchased pursuant to the stock option, the participant will recognize long-term or short-term capital gain or loss, as the case may be, equal to the difference between the amount realized on such disposition and the basis for such shares, which basis includes the amount previously recognized by the participant as ordinary income.

Stock Appreciation Rights. A participant who is granted stock appreciation rights will normally not recognize any taxable income on the receipt of the SARs. Upon the exercise of a SAR, (a) the participant will recognize ordinary income equal to the amount received (the increase in the fair market value of one share of ChyronHego common stock from the base price of the SAR to the date of exercise); and (b) the Company will be entitled to a deduction on the date of exercise in an amount equal to the ordinary income recognized by the participant.

Restricted Shares. A participant will not be taxed at the date of an award of restricted shares, but will be taxed as ordinary income rates on the fair market value of any restricted shares as of the date that the restrictions lapse, unless the participant, within 30 days after transfer of such restricted shares to the participant, elects under Section 83(b) of the Code to include in income the fair market value of the restricted shares as of the date of such transfer. The Company will be entitled to a corresponding deduction. Any disposition of shares after restrictions lapse will be subject to the regular rules governing long-term and short-term capital gains and losses, with the basis for this purpose equal to the fair market value of the shares at the end of the restricted period (or on the date of the transfer of the restricted shares, if the employee elects to be taxed on the fair market value upon such transfer). To the extent dividends are payable during the restricted period under the applicable award agreement, any such dividends will be taxable to the participant at ordinary income tax rates and will be deductible by the Company unless the participant

has elected to be taxed on the fair market value of the restricted shares upon transfer, in which case, they will thereafter be taxable to the employee as dividends and will not be deductible by the Company.

Restricted Units. A participant will normally not recognize taxable income upon an award of restricted units, and the Company will not be entitled to a deduction until the lapse of the applicable restrictions. Upon the lapse of the restrictions and the issuance of the earned shares, the participant will recognize ordinary taxable income in an amount equal to the fair market value of the common stock received and the Company will be entitled to a deduction in the same amount.

Performance Awards, Other Stock-Based Awards and Cash-Based Awards. Normally, a participant will not recognize taxable income upon the grant of performance awards, other stock-based awards and cash-based awards. Subsequently, when the conditions and requirements for the grants have been satisfied and the payment determined, any cash received and the fair market value of any common stock received, will constitute ordinary income to the participant. The Company also will then be entitled to a deduction in the same amount.

Limitation on the Corporation's Deductions. As a result of Section 162(m) of the Code, the Company's deductions for certain awards under the 2008 LTIP may be limited to the extent that the Chief Executive Officer or other executive officer whose compensation is required to be reported in the summary compensation table receives compensation in excess of $1 million a year (other than performance-based compensation that otherwise meets the requirements of Section 162(m) of the Code). The 2008 LTIP is structured to allow grants to qualify as performance-based compensation. However, the deductibility of compensation is but one of the critical factors in the design and implementation of any compensation arrangement, and our Board of Directors and Compensation Committee reserve the right to pay non-deductible compensation if and when appropriate.

Vote Required

Pursuant to The New York Business Corporation Law and our bylaws, the affirmative vote of a majority of the votes cast at a meeting of shareholders at which a quorum is present is required to approve the amendments of the 2008 Long-Term Incentive Plan. Abstentions will have no effect on this proposal, and if you fail to vote, it will have no effect on the outcome of the proposal unless the shares are counted as present at the Annual Meeting. Broker non-votes will not affect the outcome of the vote on this proposal.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL ~~2 - RATIFICATION~~TO AMEND THE 2008 LONG-TERM INCENTIVE PLAN, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A SHAREHOLDER INDICATES OTHERWISE ON THE PROXY.

PROPOSAL 3 – RATIFY THE APPOINTMENT OF BDO USA, LLP AS OUR INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed BDO USA, LLP, as our independent registered public ~~accountants (“BDO”~~accountant ("BDO"), to audit ~~the Company’s~~our financial statements for the fiscal year ending December 31, ~~2012.~~2014. The Board of Directors proposes that the shareholders ratify this appointment. BDO served in this capacity for the fiscal year ending December 31, ~~2011.~~2013. Representatives of BDO are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they so desire, and will be available to respond to appropriate questions.

Audit and Other Fees

The following table presents fees for professional services rendered by BDO for the audit of ~~the Company’s~~our annual financial statements for the years ended December 31, ~~2011~~2013 and ~~2010~~2012 and the review of ~~the Company’s~~our quarterly financial statements during those years, and fees billed for other services rendered by BDO during those periods (in U.S. dollars):

For Year Ended December 31,
2011 2010
Audit Fees1
235,660 232,355
Audit-Related Fees2
54,175 51,730
Tax Fees3
53,910 36,875
343,745 320,960

1 Consists of fees and expenses for audit of the Company’s annual financial statements and SAS 100 review of quarterly financial statements included in our Quarterly Reports on Form 10-Q.
2 Consists primarily of fees and expenses for employee benefit plans audits.
3 Consists of fees and expenses for tax compliance, advice and planning.

	For Year Ended December 31,
	2013		2012
Audit Fees(1)	$	316,210	$	244,090
Audit-Related Fees(2)		129,325		59,360
Tax Fees(3)		133,422		106,985
	$	578,957	$	410,435

(1)	Consists of fees and expenses for audit of our annual financial statements and SAS 100 review of quarterly financial statements included in our Quarterly Reports on Form 10-Q.

(2)	Consists primarily of fees and expenses for employee benefit plans audits and reviews, and for 2013 due diligence and other services in connection with the Hego AB merger.

(3)	Consists of fees and expenses for tax compliance, and planning and advice, primarily related to the Hego AB merger and related transactions.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of

Independent Auditors

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm.

Prior to engagement of the independent registered public accounting firm for the next ~~year’s~~year's audit, management will submit an aggregate of services expected to be rendered during that year for each of ~~four~~three categories of services to the Audit Committee for approval.

Audit services include audit work performed in the preparation of financial statements, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards.

Audit-Related services are for assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

·	Tax services include all services performed by the independent registered public accounting ~~firm’s~~firm's tax personnel except those services specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice.

There were no other fees associated with services not captured in the ~~other categories. The Company~~three categories identified above. We generally ~~does~~do not request such services from the independent registered public accounting firm.

Prior to engagement, the Audit Committee pre-approves these services by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm. The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

~~The Company is~~We are not required to obtain the approval of ~~its~~our shareholders to select our independent registered public accounting firm. However, in the event that shareholders do not ratify the appointment of BDO as the ~~Company’s~~Company's independent registered public accountants, the Audit Committee will reconsider its appointment.

The affirmative vote of a majority of the shares cast affirmatively or negatively at the Annual Meeting is required to ratify the appointment of the independent registered public accounting firm. Abstentions will have no effect on this proposal. Brokerage firms have authority to vote customers' unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will not affect the outcome of the vote on this proposal.

THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE RECOMMEND

A VOTE ~~“FOR”~~"FOR" THIS PROPOSAL.

PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF THIS PROPOSAL

UNLESS A SHAREHOLDER INDICATES OTHERWISE ON THE PROXY.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our Code of Business Conduct and Ethics provides for review and approval in advance in writing by the Audit Committee of the Board of Directors of any material related party transactions. The most significant related party transactions, particularly those involving our directors or executive officers, must be reviewed and approved in advance in writing by our Board of Directors. There were no related party transactions in 2012. In 2013, in connection with the business combination with Hego AB, Mr. Apel and other former shareholders of Hego AB agreed to issue up to an aggregate of 548,972 shares of our common stock, which were otherwise issuable to such former shareholders, to Stella Capital Advisors, an investment advisory firm, as compensation for Stella's advisory services to Hego. One of our directors, Mr. Henrik Sundberg, holds a 25% interest in Stella Capital Advisors.

~~PRINCIPAL SHAREHOLDERS~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT OF CHYRONHEGO

~~Security Ownership of Certain Beneficial Owners~~

The following table sets forth certain information, as of March 1, ~~2012, certain information about all persons who, to our knowledge, were beneficial owners of more than 5% of our Common Stock~~1.

Shares Beneficially Owned2
Name and Address of Beneficial Owner Number
Percent3

Entities affiliated with LMS Capital plc4
2,938,678 17.45%
and Robert A. Rayne11

100 George Street
London, W1U 8NU
England, U.K.

Christopher R. Kelly5
2,413,258 14.29%
800 Fifth Avenue, Suite 4100
Seattle, WA 98104

Michael I. Wellesley-Wesley6
1,578,784 9.17%
c/o Chyron Corporation
5 Hub Drive
Melville, New York 11747

~~Security Ownership of Management~~

~~The following table sets forth,~~2014, or such earlier date as ~~of March 1, 2012, certain information~~indicated below, with respect to the beneficial ownership of our ~~Common Stock by~~ common stock by:

·	each person whom we know beneficially owns more than 5% of the outstanding shares of our common stock;

·	each of our directors;

·	our named executive officers for the year ended December 31, 2013; and

·	all of our directors and executive officers as a group.

Percentage of common stock outstanding is based on 33,987,724 shares of our ~~directors~~common stock outstanding which was outstanding as of March 1, 2014 and ~~director nominees, each~~assumes the issuance of ~~our named executive officers~~313,476 shares awarded for the 2013 management incentive and ~~all~~severance bonus arrangements and the issuance of ~~our current directors and executive officers~~2,772,598 shares of common stock due to Hego's shareholders as a ~~group~~1.result of the achievement of the 2013 revenue milestone. Unless otherwise indicated below, the address for each person is to the care of ChyronHego Corporation, 5 Hub Drive, Melville, New York 11747.

Shares Beneficially Owned2
Name of Beneficial Owner Number
Percent3

Robert A. Rayne4,11
2,938,678 17.45%

Christopher R. Kelly5
2,413,258 14.29%

Michael I. Wellesley-Wesley6
1,578,784 9.17%

Jerry Kieliszak7
299,592 1.75%

Peter F. Frey8
190,219 1.13%

Roger L. Ogden9
134,410 *

Michael C. Wheeler10
105,181 *

Susan Clark-Johnson12
33,286 *

All current directors and executive officers
as a group (8 persons) 7,693,408 43.44%

	Number of Shares of	Percentage of
	Common Stock	Outstanding
Name of Beneficial Owner	Beneficially Owned(1)	Common Stock

Directors and Executive Officers
Johan Apel (2)	4,325,743	12.7
Robert A. Rayne (3)(14)	3,008,736	8.8
Christopher R. Kelly(4)	2,590,173	7.6
Michael I. Wellesley-Wesley(5)	2,127,632	6.1
Soren Kjellin(6)	1,983,128	5.8
Jerry Kieliszak(7)	516,066	1.5
Henrik Sundberg(8)	449,159	1.3
Roger L. Ogden(9)	294,052	*
Peter F. Frey(10)	270,468	*
Michael C. Wheeler(11)	162,319	*
Susan Clark-Johnson(12)	112,070	*
All current executive officers and directors as
a group (13 persons)(13)	16,020,520	47.14

Five Percent Shareholders
Johan Apel/Westhill Group AB(2)	4,325,743	12.7

Entities affiliated with LMS Capital plc(14) and Robert A. Rayne (3) 100 George Street London, W1U 8NU England, U.K.	3,008,736	8.8

Stefan Fjellsten(15)	2,876,645	8.5

Christopher R. Kelly(4) 800 Fifth Avenue, Suite 4100 Seattle, WA 98104	2,590,173	7.6

Michael I. Wellesley-Wesley(5)	2,127,632	6.1

Soren Kjellin/Maxflyt AB(6)	1,983,128	5.8

* ~~Less~~Represents beneficial ownership of less than ~~one percent (1%).~~1% of the shares of common stock.

The above total number of shares beneficially owned at March 1, 2012 by all 5% or more shareholders, directors and executive officers was 7,693,408, shown above, representing 43.44% of the total of shares issued and outstanding and shares that may be acquired upon the exercise of equity awards exercisable within 60 days of that date, calculated in accordance with the rules of the SEC. The total number of issued and outstanding shares beneficially owned at March 1, 2012 by all 5% or more shareholders, directors and executive officers, not counting shares that may be acquired within 60 days of that date, was 6,797,230, representing 40.42% of the Company’s total shares then issued and outstanding.

1 ~~These tables are based upon information supplied by Schedules 13D and 13G, if any, filed with the Securities and Exchange Commission (the “SEC”) and/or the beneficial owner.~~ (1)

2Beneficial ownership is determined in accordance with the rules promulgated by the Securities and Exchange Commission and includes sole or shared voting or investment power with respect to the securities. Shares of ~~the SEC. In computing the number of shares beneficially owned~~common stock that may be acquired by ~~a person and the percentage of ownership of that person, shares of Common Stock subject to equity awards exercisable~~an individual or group within 60 days of March 1, ~~2012~~2014, pursuant to the exercise of stock options or any other right are deemed ~~outstanding. To~~to be outstanding for the ~~Company’s knowledge, except as set forth~~purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the ~~footnotes to this table and subject to applicable community property laws,~~table. Unless otherwise indicated, each person ~~named in the table~~ has sole investment and voting ~~and investment~~ power, or shares such power with his or her spouse, with respect to the shares set forth ~~opposite such person’s name.~~ in the table. The inclusion in this table of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

3 ~~In calculating the percent of the outstanding~~(2)	Includes 4,291,693 shares ~~of Common Stock, 16,815,322 shares of Common Stock~~beneficially owned by Westhill Group AB, for which were outstanding on March 1, 2012, as well as, where applicable, all shares issuable on the exercise of equity awards within 60 days of March 1, 2012 held by the particular beneficial owner that are included in the column to the left of this column, areMr. Apel is deemed to be ~~outstanding.~~the beneficial owner, 31,804 shares owned directly by Mr. Apel and 2,246 shares owned in his account in the Company's 401 (k) Plan.

4(3)	Includes 1,238,464 shares beneficially owned by LMS Tiger Investments Limited ~~(“Tiger”~~("Tiger"), 134,680 shares beneficially owned by Lion Investments Ltd. ~~(“Lion”~~("Lion"), and 1,410,720 shares beneficially owned by Westpool Investment Trust plc ~~(“Westpool”~~("Westpool"). Tiger, Lion and Westpool are investment companies wholly-owned by LMS Capital plc ~~(“LMS”~~("LMS"). By virtue of this relationship, LMS is an indirect beneficial owner of the securities owned by Tiger, Lion and Westpool. Mr. Robert A. Rayne, a director of the Company, is a non-executive director and a principal shareholder of LMS and shares voting and investment control over these shares with two other directors of LMS. Mr. Rayne disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. The amount shown also includes ~~124,814~~194,872 shares owned directly by Mr. Rayne and stock options owned by Mr. Rayne for 30,000 shares that may be acquired upon the exercise of options exercisable within 60 days of March 1, ~~2012.~~2014. The total of ~~2,938,678~~3,008,736 is reported in the above table as beneficially owned by both LMS and Mr. Rayne. See note 1114 below.

5(4)	Includes ~~2,139,572~~2,319,821 shares owned by Christopher R. Kelly and 207,016 shares beneficially owned by Mr. Kelly as follows: Kelly ~~Children’s~~Children's Trust, 24,315; Oona Andrea Kelly (daughter), 73,240; Isabella Van Cortland Kelly (daughter), 64,840; Marco Kelly (son), 24,621; Christopher R. Kelly Family Foundation, 10,000; and, Kelly Foundation of Washington, 10,000. The total shown in the above table also includes ~~66,670~~63,336 shares that may be acquired by Mr. Kelly upon the exercise of options exercisable within 60 days of March 1, ~~2012.~~2014.

6(5)	Includes 892,715 shares directly owned by Sun Life Pension Management and Paris Investments Limited for which Mr. Michael Wellesley-Wesley is deemed to be the beneficial owner, 78,038 shares directly owned by Liberty SIPP Limited and ~~Michael~~Mr. Wellesley-Wesley, ~~101,936~~396,427 shares directly owned by him, ~~43,733~~58,452 shares owned in his account in the ~~Company’s~~Company's 401(k) Plan, and 63,666 shares directly owned by his spouse. Also includes ~~392,501~~638,334 shares that may be acquired upon the exercise of options exercisable ~~and 6,195 shares that may be acquired upon the vesting of RSUs~~ within 60 days of March 1, ~~2012.~~2014.

7(6)	Includes ~~27,841~~1,973,620 shares beneficially owned by Maxflyt AB, for which Mr. Kjellin is deemed to be the beneficial owner and 9,508 shares owned directly by Mr. Kjellin.

(7)	Includes 192,398 shares owned directly and ~~6,834 shares owned in his account in the Company’s 401(k) Plan. Also includes 262,503~~323,668 shares that may be acquired upon the exercise of options exercisable within 60 days of March 1, 2014.

(8)	Includes 449,159 shares beneficially owned by Stella Advisors, an entity in which Mr. Sundberg has a 25% ownership interest. Mr. Sundberg disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

(9)	Includes 254,052 shares owned directly and ~~2,414~~40,000 shares that may be acquired upon the ~~vesting~~exercise of ~~RSUs~~options exercisable within 60 days of March 1, ~~2012.~~2014.

8(10)	Includes ~~160,219~~240,468 shares owned directly and 30,000 shares that may be acquired upon the exercise of options exercisable within 60 days of March 1, ~~2012.~~2014.

9(11)	Includes ~~94,410~~111,484 shares owned directly and ~~40,000~~50,835 shares that may be acquired upon the exercise of options exercisable within 60 days of March 1, ~~2012.~~2014.

10(12)	Includes ~~39,286~~112,070 shares owned directly.

(13)	The total number of issued and outstanding shares beneficially owned at March 1, 2014 by all 5% or more shareholders, directors and executive officers. Not counting shares that may be acquired through exercise of equity awards within 60 days of that date, was 17,607,990, representing 51.81% of the Company's total shares then issued and outstanding.

(14)	Mr. Rayne owns 194,872 shares directly and ~~65,895~~stock options to purchase 30,000 shares of common stock that may be acquired upon the exercise of options exercisable within 60 days of March 1, ~~2012.~~

11 ~~Mr. Rayne owns 124,814 shares directly and stock options for 30,000 shares that may be acquired upon the exercise of options exercisable within 60 days of March 1, 2012.~~2014. Mr. Rayne is also affiliated with LMS which beneficially owns 2,783,864 shares. See note ~~(4)~~(3) above.

12(15)	Includes ~~33,286~~2,876,645 shares owned directly.

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~Change in Control Transaction in Last Fiscal Year

On May 22, 2013, the Company completed its acquisition of Hego, a global graphics services company based in Stockholm, Sweden that develops real-time graphics products and tools for the broadcast and sports industries. The ~~Company’s Code~~acquisition was structured as a share purchase transaction, pursuant to the terms of ~~Business Conduct~~a stock purchase agreement by and ~~Ethics provides for review and approval in advance in writing by~~among the ~~Audit Committee~~Company, Chyron Holdings, Inc., ChyronHego Holding AB, Hego, Westhill Group AB as the stockholder representative of the Board of Directors of any material related party transactions. The most significant related party transactions, particularly those involving the Company’s directors or executive officers, must be reviewed and approved in advance in writing by the Company’s Board of Directors. The following related party transactions were reviewed and approved in writing in advance by the Audit CommitteeHego stockholders, and the ~~Board~~stockholders of ~~Directors.~~Hego, pursuant to which ChyronHego Holding AB, the Company's indirect wholly-owned subsidiary, acquired all of the issued and outstanding shares of Hego.

~~On August 8, 2009,~~Pursuant to the terms of the stock purchase agreement, the Company issued 12,199,431 shares of its common stock, par value $0.01 per share, to the former Hego stockholders. The number of shares issued is equal to 40% of the total of (i) the issued and outstanding shares of the Company's common stock as of May 10, 2013, (ii) the shares of the Company's common stock issuable upon the exercise of all outstanding options and restricted stock units that have an exercise price that is less than or equal to $1.25 per shares as of May 10, 2013, and (iii) the shares issued at the closing of the acquisition (the "outstanding Closing Shares"). In addition, upon Hego achieving certain revenue milestones during the next three fiscal years, the Company may issue additional shares (the "Earn Out Shares") to the former Hego stockholders, such that the aggregate amount of shares of common stock issued in the acquisition would equal up to 18,299,147 shares, or 50% of the Outstanding Closing Shares plus the Earn Out Shares.

Pursuant to the acquisition, to date, Westhill Group AB, an entity controlled by Mr. Apel, has received 4,291,693 shares of the Company's common stock in exchange for its equity interest in Hego, and may receive up to an additional 953,710 Earn Out Shares. Stella Advisors, an entity in which Mr. Sundberg has a 25% ownership interest, has received 449,159 shares of the Company's common stock to date in exchange for its advisory services relating to the merger, and may receive up to an additional 99,813 Earn Out Shares. The Company agreed to appoint both Mr. Apel and Mr. ~~Wheeler entered into an agreement that expired June 30, 2010 for Mr. Wheeler’s services~~Sundberg as directors in ~~facilitating sales~~connection with the closing of the Company’s Axis web-based service to television stations and other groups. The agreement specified that Mr. Wheeler be compensated 4% of the sale in the form of cash and 4% of the sale in the form of non-qualified stock options. Under this agreement, in August 2010 Mr. Wheeler was paid a cash payment of $35,000 and was awarded 15,060 non-qualified stock options for services performed in the first half of 2010. The grant date fair value of the 15,060 options, on a pre-forfeiture basis, as computed under FASB ASC Topic 718, amounted to $11,213.merger.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities ~~and~~ Exchange Act of 1934, as amended, requires our directors and executive officers and persons who beneficially own more than 10% of our ~~Common Stock~~common stock to file with the SEC reports of ownership and changes in beneficial ownership of our ~~Common Stock.~~common stock. Executive officers, directors and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) reports that they file. Based solely upon a review of the copies of such reports furnished to us or written representations that no other reports were required, we believe that, during fiscal year ~~2011,~~2013, all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were met, except that ~~six~~one Form 4 ~~reports, covering an aggregate of six transactions, were~~report was filed late as follows: ~~Mr. Wellesley-Wesley, three reports, covering an aggregate of three transactions; and, Mr. Kieliszak, three reports, covering an aggregate of three transactions.~~

·	Mr. Kevin Prince, one report covering one Form 4 transaction due to a delay in the Company's receipt of information required for that form.

An Annual Statement of Beneficial Ownership on Form 5 is not required to be filed if there are no previously unreported transactions or holdings to report. Nevertheless, we are required to disclose the names of directors, officers and greater than 10% shareholders who did not file a Form 5 unless we have obtained a written statement that no filing is required. At the date of this ~~Proxy Statement,~~proxy statement, we had received a written statement that no such filing is required from all such persons.

SHAREHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR

To be considered for inclusion in the proxy statement relating to our 2015 Annual Meeting of Shareholders, shareholder proposals must be received no later than December 17, 2014. To be considered for presentation at the 2015 Annual Meeting, although not included in the proxy statement, proposals must be received no later than March 15, 2015. Proposals that are not received in a timely manner will not be voted on at the 2015 Annual Meeting. If a proposal is received on time, the proxies that management solicits for the meeting may still exercise discretionary voting authority on the proposal under circumstances consistent with the proxy rules of the SEC. All shareholder proposals should be marked for the attention of the Company's Corporate Secretary, at ChyronHego, 5 Hub Drive, Melville, NY 11747.

DELIVERY OF SECURITY HOLDER DOCUMENTS

The Company has adopted a procedure regarding the delivery of annual disclosure documents termed "Householding," as it is permitted to do by the SEC. Under this procedure a single copy of the Notice of Annual Meeting and, if applicable, the Annual Report and proxy statement, is sent to any address at which two or more shareholders reside if it appears that they are members of the same family, or, with their prior express or implied consent. By utilizing householding, the Company saves on printing, mailing and processing costs in connection with its solicitation of proxies. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. If a single copy of the Annual Report and proxy statement was delivered to your address that you share with another shareholder and you wish to receive a separate copy at no charge, please contact Broadridge Financial Services, Inc., the Company's proxy services provider, via the Internet at www.proxyvote.com, by calling toll-free 1-800-579-1639 or via email (send a blank email with your 12-digit control number, located on your proxy notice, in the subject line to this email address: sendmaterial@proxyvote.com).

If you are a registered shareholder and share an address and last name with one or more other registered shareholders and you wish to continue to receive separate Annual Reports and proxy statements, you may revoke your consent to householding by writing to Broadridge Financial Services, Inc., Householding Department, 51 Mercedes Way, Edgewood, N.Y. 11717 or by calling toll-free 1-800-542-1061 and following the voice prompts. (You will be removed from the householding program within 30 days of receipt of the revocation of your consent.)

If you are receiving more than one copy of the Annual Report and proxy statement, at the address you share with one or more other registered shareholders, you may elect to participate in the householding program by writing to Broadridge Financial Services, Inc., Householding Department, 51 Mercedes Way, Edgewood, N.Y. 11717.

If your shares are held in street name, please contact your bank, broker or other holder of record to request information about householding.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, proxy statements or other information filed by us at the SEC's public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. You may also obtain copies of these reports, proxy statements and other documents at the SEC's website, the address of which is http://www.sec.gov.

OTHER MATTERS ARISING AT THE ANNUAL MEETING

The matters referred to in the Notice of Annual Meeting and described in this ~~Proxy Statement~~proxy statement are, to the knowledge of the Board of Directors, the only matters that will be presented for consideration at the Annual Meeting. If any other matters should properly come before the Annual Meeting, the persons appointed by the accompanying proxy will vote on such matters in accordance with their best judgment pursuant to the discretionary authority granted to them in the proxy.

~~SHAREHOLDER PROPOSALS~~

To be considered for inclusion in the proxy statement relating to our 2013 Annual Meeting of Shareholders, shareholder proposals must be received no later than December 13, 2012. To be considered for presentation at the 2013 Annual Meeting, although not included in the proxy statement, proposals must be received no earlier than January 28, 2013 and no later than February 26, 2013. Proposals that are not received in a timely manner will not be voted on at the 2013 Annual Meeting. If a proposal is received on time, the proxies that management solicits for the meeting may still exercise discretionary voting authority on the proposal under circumstances consistent with the proxy rules of the SEC. All shareholder proposals should be marked for the attention of the Company’s Corporate Secretary, at Chyron, 5 Hub Drive, Melville, NY 11747.

ANNUAL REPORT ON FORM 10-K

We will provide without charge to each person whose proxy is solicited, upon the written request of any such person, a copy of the ~~Company’s~~Company's Annual Report on Form 10-K filed with the SEC, for the year ended December 31, ~~2011,~~2013, including the financial statements and the schedules thereto. The Company does not undertake to furnish without charge copies of all exhibits to its Form 10-K, but will furnish any exhibit upon the payment of $0.50 per page or a minimum charge of $10.00. Such written requests should be directed to the ~~Company’s~~Company's Corporate Secretary, at ~~Chyron,~~ChyronHego, 5 Hub Drive, Melville, New York 11747. Each such request must set forth a good faith representation that, as of ~~April 4, 2012,~~March 24, 2014, the person making the request was a beneficial owner of securities entitled to vote at the Annual Meeting. You may also obtain a copy of the ~~Company’s~~Company's Annual Report on Form 10-K for the year ended December 31, ~~2011,~~2013, by going to our website at ~~www.chyron.com~~www.chyronhego.com and clicking on Investors, then Financial Information, and then SEC Filings. The Company incorporates herein the Annual Report by reference.

	By Order of the Board of Directors,

	/s/ ~~Michael Wellesley-Wesley~~Johan Apel
	~~Michael Wellesley-Wesley~~
	Johan Apel
	President, Chief Executive Officer and Director

	Melville, New York
	April ~~6, 2012~~3, 2014

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Annex A

CHYRONHEGO CORPORATION

2008 LONG-TERM INCENTIVE PLAN

(Approved May 14, 2008 and amended May 19, 2010, May 22, 2013 and May 20, 2014)

ChyronHego Corporation, a New York corporation (the “Company”), sets forth herein the terms of its 2008 Long-Term Incentive Plan (the “Plan”), as follows:

1. PURPOSE

The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and retain highly qualified officers, directors, key employees and other persons, and to motivate such officers, directors, key employees and other persons to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash and other stock-based awards. Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals in accordance with the terms hereof. Stock options granted under the Plan may be non-qualified stock options or incentive stock options, as provided herein.

2. DEFINITIONS

For purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:

2.1. “Affiliate” means any company or other trade or business that “controls,” is “controlled by” or is “under common control” with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.

2.2. “Annual Incentive Award” means an Award made subject to attainment of performance goals (as described in Section 14) over a fiscal year period.

2.3. “Award” means a grant of an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Unrestricted Stock, cash or other stock-based award under the Plan.

2.4. “Award Agreement” means a written agreement between the Company and a Grantee, or notice from the Company to a Grantee, that evidences and sets out the terms and conditions of an Award.

2.5. “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act (including any successor to such rule).

2.6. “Board” means the Board of Directors of the Company.

2.7. “Cause” means, as determined by the Committee and unless otherwise provided in an applicable agreement with the Company or an Affiliate at or before the Grant Date: (i) engaging in any act, omission or misconduct that is injurious to the Company or its Affiliates; (ii) gross negligence or willful misconduct in connection with the performance of duties; (iii) conviction of a criminal offense (other than minor traffic offenses); (iv) fraud, embezzlement or misappropriation of funds or property of the Company or an Affiliate; (v) material breach of any term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any, between the Service Provider and the Company or an Affiliate; (vi) the entry of an order duly issued by any regulatory agency (including federal, state and local regulatory agencies and self-regulatory bodies) having jurisdiction over the Company or an Affiliate requiring the removal from any office held by the Service Provider with the Company or prohibiting a Service Provider from participating in the business or affairs of the Company or any Affiliate; or (vii) the revocation or threatened revocation of any of the Company’s or an Affiliate’s government licenses, permits or approvals, which is primarily due to the Service Provider’s action or

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inaction and such revocation or threatened revocation would be alleviated or mitigated in any material respect by the termination of the Service Provider’s Services.

2.8. “Change in Control” shall have the meaning set forth in Section 16.2.

2.9. “Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

2.10. “Committee” means the Compensation Committee of the Board, or such other committee as determined by the Board. The Compensation Committee of the Board may, in its discretion, designate a subcommittee of its members to serve as the Committee (to the extent the Board has not designated another person, committee or entity as the Committee) or cause the Committee to (i) consist solely of persons who are “non-employee directors” as defined in Rule 16b-3 issued under the Exchange Act, (ii) consist solely of persons who are Outside Directors, or (iii) satisfy the applicable requirements of any stock exchange on which the Common Stock may then be listed.

2.11. “Company” means ChyronHego Corporation, a New York corporation, or any successor corporation.

2.12. “Common Stock” or “Stock” means common stock of the Company, par value $0.01 per share.

2.13. “Covered Employee” means a Grantee who is a “covered employee” within the meaning of Section 162(m) of the Code, as qualified by Section 14.5 herein.

2.14. “Disability” means the Grantee is unable to perform each of the essential duties of such Grantee’s position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than 12 months; provided, however, that, with respect to rules regarding expiration of an Incentive Stock Option following termination of the Grantee’s Service, Disability has the meaning as set forth in Section 22(e)(3) of the Code.

2.15. “Effective Date” means the date set forth in Section 17.10 herein.

2.16. “Exchange Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.

2.17. “Fair Market Value” of a share of Common Stock as of a particular date shall mean (i) the closing sale price reported for a share of Common Stock on such date on the national securities exchange or national market system on which such stock is principally traded, or if such date is not a trading day, the trading day immediately preceding such date on which a sale was reported, or (ii) if the shares of Common Stock are not then listed on a national securities exchange or national market system, or the value of such shares is not otherwise determinable, such value as determined by the Board in good faith in its sole discretion (but in any event not less than fair market value within the meaning of Section 409A).

2.18. “Family Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the applicable individual, any person sharing the applicable individual’s household (other than a tenant or employee), a trust in which any one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which any one or more of these persons (or the applicable individual) control the management of assets, and any other entity in which one or more of these persons (or the applicable individual) own more than fifty percent of the voting interests.

2.19. “Grant Date” means, as determined by the Committee, the latest to occur of (i) the date as of which the Committee approves an Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 hereof, or (iii) such other date as may be specified by the Committee in the Award Agreement.

2.20. “Grantee” means a person who receives or holds an Award under the Plan.

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2.21. “Incentive Stock Option” means an “incentive stock option” within the meaning of Section 422 of the Code, or the corresponding provision of any subsequently enacted tax statute, as amended from time to time.

2.22. “Incumbent Board” shall have the meaning set forth in Section 16.2.

2.23. “Non-Employee Director” means a director of the Company who is not otherwise an officer or employee of the Company or any Affiliate.

2.24. “Non-Qualified Stock Option” means an Option that is not an Incentive Stock Option.

2.25. “Option” means an option to purchase one or more shares of Stock pursuant to the Plan.

2.26. “Option Price” means the exercise price for each share of Stock subject to an Option.

2.27. “Outside Director” means a member of the Board who is not an officer or employee of the Company or an Affiliate, determined in accordance with the requirements of Section 162(m) of the Code.

2.28. “Outstanding Company Common Stock” shall have the meaning set forth in Section 16.2.

2.29. “Outstanding Company Voting Securities” shall have the meaning set forth in Section 16.2.

2.30. “Performance Award” means an Award made subject to the attainment of performance goals (as described in Section 14) over a performance period of up to ten (10) years.

2.31. “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof.

2.32. “Plan” means this Chyron Corporation 2008 Long-Term Incentive Plan.

2.33. “Purchase Price” means the purchase price for each share of Stock pursuant to a grant of Restricted Stock or Unrestricted Stock.

2.34. “Reporting Person” means a person who is required to file reports under Section 16(a) of the Exchange Act.

2.35. “Restricted Stock” means shares of Stock, awarded to a Grantee pursuant to Section 10 hereof.

2.36. “Restricted Stock Unit” means a bookkeeping entry representing the equivalent number of shares of Stock, awarded to a Grantee pursuant to Section 10 hereof.

2.37. “SAR Exercise Price” means the per share exercise price of a SAR granted to a Grantee under Section 9 hereof.

2.38. “Section 409A” shall mean Section 409A of the Code and all formal guidance and regulations promulgated thereunder.

2.39. “Securities Act” means the Securities Act of 1933, as now in effect or as hereafter amended.

2.40. “Separation from Service” means a termination of Service by a Service Provider, as determined by the Committee, which determination shall be final, binding and conclusive; provided if any Award governed by Section 409A is to be distributed on a Separation from Service, then the definition of Separation from Service for such purposes shall comply with the definition provided in Section 409A.

2.41. “Service” means service as a Service Provider to the Company or an Affiliate. Unless otherwise stated in the applicable Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the Company or an Affiliate.

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2.42. “Service Provider” means an employee, officer or director of the Company or an Affiliate, or a consultant or adviser currently providing services to the Company or an Affiliate.

2.43. “Stock Appreciation Right” or “SAR” means a right granted to a Grantee under Section 9 hereof.

2.44. “Subsidiary” means any “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code.

2.45. “Termination Date” means the date upon which an Option shall terminate or expire, as set forth in Section 8.3 hereof.

2.46. “Ten Percent Stockholder” means an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company, its parent or any of its Subsidiaries. In determining stock ownership, the attribution rules of Section 424(d) of the Code shall be applied.

2.47. “Unrestricted Stock” means an Award pursuant to Section 11 hereof.

3. ADMINISTRATION OF THE PLAN

3.1. General.

The Committee shall have such powers and authority related to the administration of the Plan as are consistent with the Company’s certificate of incorporation and bylaws and applicable law. The Committee shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Committee deems to be necessary or appropriate to the administration of the Plan. The interpretation and construction by the Committee of any provision of the Plan, any Award or any Award Agreement shall be final, binding and conclusive. Without limitation, the Committee shall have full and final authority, subject to the other terms and conditions of the Plan, to:

(i) designate Grantees;

(ii) determine the type or types of Awards to be made to a Grantee;

(iii) determine the number of shares of Stock to be subject to an Award;

(iv) establish the terms and conditions of each Award (including, but not limited to, the Option Price of any Option, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the shares of Stock subject thereto, and any terms or conditions that may be necessary to qualify Options as Incentive Stock Options);

(v) prescribe the form of each Award Agreement; and

(vi) amend, modify, or supplement the terms of any outstanding Award including the authority, in order to effectuate the purposes of the Plan, to modify Awards to foreign nationals or individuals who are employed outside the United States to recognize differences in local law, tax policy, or custom.

Notwithstanding the foregoing, no amendment or modification may be made to an outstanding Option or SAR that (i) causes the Option or SAR to become subject to Section 409A, (ii) reduces the Option Price or SAR Exercise Price, either by lowering the Option Price or SAR Exercise Price or by canceling the outstanding Option or SAR and granting a replacement Option or SAR with a lower Option Price or SAR Exercise Price or (iii) would be treated as a repricing under the rules of the exchange upon which the Company’s Stock trades, without, with respect to item (i), the Grantee’s written prior approval, and with respect to items (ii) and (iii), without the approval of the

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stockholders of the Company, provided, that, appropriate adjustments may be made to outstanding Options and SARs pursuant to Section 16.

The Company may retain the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee on account of actions taken by the Grantee in violation or breach of or in conflict with any employment agreement, non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof or otherwise in competition with the Company or any Affiliate thereof, to the extent specified in such Award Agreement applicable to the Grantee. Furthermore, the Company may annul an Award if the Grantee is terminated for Cause as defined in the applicable Award Agreement or the Plan, as applicable. The grant of any Award may be contingent upon the Grantee executing the appropriate Award Agreement.

3.2. Deferral Arrangement.

The Committee may permit or require the deferral of any Award payment into a deferred compensation arrangement, subject to such rules and procedures as it may establish and in accordance with Section 409A, which may include provisions for the payment or crediting of interest or dividend equivalents, including converting such credits into deferred Stock units.

3.3. No Liability.

No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan, any Award or Award Agreement.

3.4. Book Entry.

Notwithstanding any other provision of this Plan to the contrary, the Company may elect to satisfy any requirement under this Plan for the delivery of stock certificates through the use of book-entry.

4. STOCK SUBJECT TO THE PLAN

Subject to adjustment as provided in Section 16 hereof, the maximum number of shares of Stock available for issuance under the Plan shall be eleven million (11,000,000). All such shares of Stock available for issuance under the Plan shall be available for issuance as Incentive Stock Options. Stock issued or to be issued under the Plan shall be authorized but unissued shares; or, to the extent permitted by applicable law, issued shares that have been reacquired by the Company. The maximum number of shares of Common Stock (constituting, or underlying, any Awards) that may be awarded to any one Grantee during any calendar year shall not exceed 500,000. In addition, the maximum cash amount that may be earned under the Plan as a final Annual Incentive Award or other cash annual Award in respect of any fiscal year by any one Grantee shall be $5,000,000, and the maximum cash amount that may be earned under the Plan as a final Performance Award or other cash Award in respect of a performance period other than an annual period by any one Grantee on an annualized basis shall be $5,000,000.

The Committee may adopt reasonable procedures for making adjustments in accordance with Section 16. If the Option Price of any Option granted under the Plan, or if pursuant to Section 17.3 the withholding obligation of any Grantee with respect to an Option or other Award, is satisfied by tendering shares of Stock to the Company (by either actual delivery or by attestation) or by withholding shares of Stock, the number of shares of Stock issued net of the shares of Stock tendered or withheld shall be deemed delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. With respect to stock-based Awards, to the extent that an Award under the Plan is canceled, expired, forfeited, settled in cash, settled by issuance of fewer shares than the number underlying the Award, or otherwise terminated without delivery of shares to the Grantee, the shares retained by or returned to the Company will be available under the Plan; and shares that are withheld from such an Award or separately surrendered by the Grantee in payment of any exercise price or taxes relating to such an Award shall be deemed to constitute shares not delivered to the Grantee and will be available under the Plan. In addition, in the case of any Award granted in assumption of or in substitution for an award of a company or business acquired by the Company or a Subsidiary or Affiliate or with which the Company or a Subsidiary or Affiliate combines, shares

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issued or issuable in connection with such substitute Award shall not be counted against the number of shares reserved under the Plan.

5. EFFECTIVE DATE, DURATION AND AMENDMENTS

5.1. Term.

The Plan shall be effective as of the Effective Date and shall terminate on the ten (10) year anniversary of the Effective Date, unless terminated on any earlier date as provided in Section 5.2.

5.2. Amendment and Termination of the Plan.

The Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to any Awards which have not been made. An amendment shall be contingent on approval of the Company’s stockholders to the extent stated by the Board, required by applicable law or required by applicable stock exchange listing requirements. No Awards shall be made after termination of the Plan. No amendment, suspension, or termination of the Plan shall, without the consent of the Grantee, impair rights or obligations under any Award theretofore awarded.

6. AWARD ELIGIBILITY AND LIMITATIONS

6.1. Service Providers and Other Persons.

Subject to this Section 6, Awards may be made to any Service Provider as the Committee shall determine and designate from time to time in its discretion.

6.2. Non-Employee Director Awards.

Unless otherwise determined by the Board, the terms of an Award to a Non-Employee Director shall be as follows:

(i) If the exercise price per share of an Award is other than zero, the exercise price per share of Stock purchasable upon exercise of an Award to a Non-Employee Director will be equal to 100% of the Fair Market Value of a share of Stock on the date of grant of the Award.

(ii) An Award to a Non-Employee Director will expire 10 years after the date of grant, regardless of whether the Non-Employee Director ceases to serve as a director of the Company for any reason.

(iii) Each Award to a Non-Employee Director will be exercisable in full on the date of grant unless otherwise determined by the Board in a resolution adopted on or prior to the date of grant.

(iv) If a grant of an Award to a Non-Employee Director cannot be made in full due to the limitation set forth in Section 4, such grant shall be made to the greatest extent then permitted under Section 4.

6.3. Successive Awards.

An eligible person may receive more than one Award, subject to such restrictions as are provided herein.

6.4. Stand-Alone, Additional, Tandem, and Substitute Awards.

Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company, any Affiliate, or any business entity to be acquired by the Company or an Affiliate, or any other right of a Grantee to receive payment from the Company or any Affiliate. Such additional, tandem, and substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, the Committee shall have the right to require the surrender of such other Award in consideration for the grant of the new Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under

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other plans of the Company or any Affiliate, in which the value of Stock subject to the Award is equivalent in value to the cash compensation (for example, Restricted Stock Units or Restricted Stock).

7. AWARD AGREEMENT

Each Award shall be evidenced by an Award Agreement, in such form or forms as the Committee shall from time to time determine. Without limiting the foregoing, an Award Agreement may be provided in the form of a notice which provides that acceptance of the Award constitutes acceptance of all terms of the Plan and the notice. Award Agreements granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Non-Qualified Stock Options or Incentive Stock Options, and in the absence of such specification such options shall be deemed Non-Qualified Stock Options.

8. TERMS AND CONDITIONS OF OPTIONS

8.1. Option Price.

The Option Price of each Option shall be fixed by the Committee and stated in the related Award Agreement. The Option Price of each Option shall be at least the Fair Market Value of a share of Stock on the Grant Date; provided, however, that (i) in the event that a Grantee is a Ten Percent Stockholder as of the Grant Date, the Option Price of an Option granted to such Grantee that is intended to be an Incentive Stock Option shall be not less than 110 percent of the Fair Market Value of a share of Stock on the Grant Date, and (ii) with respect to Awards made in substitution for or in exchange for awards made by an entity acquired by the Company or an Affiliate, the Option Price does not need to be at least the Fair Market Value on the Grant Date.

8.2. Vesting.

Subject to Section 8.3 hereof, each Option shall become exercisable at such times and under such conditions (including without limitation performance requirements) as shall be determined by the Committee and stated in the Award Agreement. For purposes of this Section 8.2, fractional numbers of shares of Stock subject to an Option shall be rounded up to the next nearest whole number.

8.3. Term.

Unless otherwise specified in the Award Agreement, each Option shall terminate, and all rights to purchase shares of Stock thereunder shall cease, on the tenth (10th) anniversary of the Grant Date, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the related Award Agreement (the “Termination Date”); provided, however, that in the event that the Grantee is a Ten Percent Stockholder, an Option granted to such Grantee that is intended to be an Incentive Stock Option at the Grant Date shall not be exercisable after the fifth (5th) anniversary of the Grant Date.

8.4. Separation from Service.

Except as otherwise provided in an Award Agreement, if a Grantee’s employment with or service to the Company or Affiliate terminates for any reason other than Cause, (i) Options granted to such Grantee, to the extent that they are exercisable at the time of such termination, shall remain exercisable for a period of not more than 90 days after such termination (one year in the case of termination by reason of death or Disability), on which date they shall expire, and (ii) Options granted to such Grantee, to the extent that they were not exercisable at the time of such termination, shall expire on the date of such termination. In the event of the termination of a Grantee’s employment or service for Cause, all outstanding Options granted to such Grantee shall expire on the date of such termination. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its term.

8.5. Limitations on Exercise of Option.

Notwithstanding any other provision of the Plan, in no event may any Option be exercised, in whole or in part, after the occurrence of an event referred to in Section 16 hereof which results in termination of the Option.

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8.6. Method of Exercise.

An Option that is exercisable may be exercised by the Grantee’s delivery to the Company of written notice of exercise on any business day, at the Company’s principal office, on the form specified by the Company. Such notice shall specify the number of shares of Stock with respect to which the Option is being exercised and shall be accompanied by payment in full of the Option Price of the shares for which the Option is being exercised plus the amount (if any) of federal and/or other taxes which the Company may, in its judgment, be required to withhold with respect to an Award. Except as otherwise provided by the Committee, payments hereunder shall be made in cash or cash equivalents acceptable to the Company. Notwithstanding anything contained herein to the contrary, the Committee may, solely in its discretion, approve payment in whole or in part by an alternative method, including (i) by means of any cashless exercise procedure approved by the Committee, (ii) in the form of unrestricted shares of Stock already owned by the Grantee on the date of surrender to the extent the shares of Stock have a Fair Market Value on the date of surrender equal to the aggregate Option Price of the shares as to which such Option shall be exercised, provided that, in the case of an Incentive Stock Option, the right to make payment in the form of already owned shares of Stock may be authorized only at the time of grant, (iii) in any other form that is consistent with applicable laws, regulations and rules (under certain circumstances, including, but not limited to, notes or other contractual obligations of the Grantee to make payment on a deferred basis), or (iv) any combination of the foregoing.

8.7. Rights of Holders of Options.

Unless otherwise stated in the related Award Agreement, an individual holding or exercising an Option shall have none of the rights of a stockholder (for example, the right to receive cash or dividend payments or distributions attributable to the subject shares of Stock or to direct the voting of the subject shares of Stock) until the shares of Stock covered thereby are fully paid and issued to him. Except as provided in Section 16 hereof, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date of such issuance.

8.8. Delivery of Stock Certificates or Other Evidence of Ownership.

Promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price, such Grantee shall be entitled to the issuance of a stock certificate or other evidence of his or her ownership of the shares of Stock subject to the Option.

8.9.�� Transferability of Options.

Except as provided in Section 8.10, during the lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or incompetence, the Grantee’s guardian or legal representative) may exercise an Option. Except as provided in Section 8.10, no Option shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.

8.10. Family Transfers.

If authorized in the applicable Award Agreement, a Grantee may transfer, not for value, all or part of an Option which is not an Incentive Stock Option to any Family Member. For the purpose of this Section 8.10, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) a transfer to an entity in which more than fifty percent of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in that entity. Following a transfer under this Section 8.10, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred Options are prohibited except to Family Members of the original Grantee in accordance with this Section 8.10 or by will or the laws of descent and distribution. The events of termination of Service of Section 8.4 hereof shall continue to be applied with respect to the original Grantee, following which the Option shall be exercisable by the transferee only to the extent, and for the periods specified, in Section 8.4.

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8.11. Limitations on Incentive Stock Options.

An Option shall constitute an Incentive Stock Option only: (i) if the Grantee of such Option is an employee of the Company or any Subsidiary of the Company; (ii) to the extent specifically provided in the related Award Agreement; and (iii) to the extent that the aggregate Fair Market Value (determined at the time the Option is granted) of the shares of Stock with respect to which all Incentive Stock Options held by such Grantee become exercisable for the first time during any calendar year (under the Plan and all other plans of the Grantee’s employer and its Affiliates) does not exceed $100,000. This limitation shall be applied by taking Options into account in the order in which they were granted.

9. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

9.1. Right to Payment.

A SAR shall confer on the Grantee a right to receive, upon exercise thereof, the excess of (i) the Fair Market Value of one share of Stock on the date of exercise over (ii) the SAR Exercise Price, which shall be at least the Fair Market Value of one share of Stock on the date of grant. The Award Agreement for an SAR shall specify the SAR Exercise Price, which shall be fixed on the Grant Date. SARs may be granted alone or in conjunction with all or part of an Option or at any subsequent time during the term of such Option or in conjunction with all or part of any other Award.

9.2. Other Terms.

The Committee shall determine at the Grant Date or thereafter, the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times at which SARs shall cease to be or become exercisable following termination of Service or upon other conditions, the method of exercise, whether or not a SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of any SAR.

9.3. Term of SARs. The term of a SAR granted under the Plan shall be determined by the Committee, in its sole discretion; provided, however, that such term shall not exceed ten years.

9.4. Payment of SAR Amount. Upon exercise of a SAR, a Grantee shall be entitled to receive payment from the Company in an amount determined by multiplying:

(i) the difference between the Fair Market Value of a Share on the date of exercise over the SAR Exercise Price; by

(ii) the number of Shares with respect to which the SAR is exercised.

SARs may be settled in cash or Stock, as determined by the Committee and set forth in the Award Agreement.

10. TERMS AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS

10.1. Restrictions.

At the time of grant, the Committee may, in its sole discretion, establish a period of time (a “restricted period”) and any additional restrictions including the satisfaction of corporate or individual performance objectives applicable to an Award of Restricted Stock or Restricted Stock Units in accordance with Section 14. Each Award of Restricted Stock or Restricted Stock Units may be subject to a different restricted period and additional restrictions. Neither Restricted Stock nor Restricted Stock Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the restricted period or prior to the satisfaction of any other applicable restrictions.

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10.2. Restricted Stock Certificates or Other Evidence of Ownership.

The Company shall issue stock, in the name of each Grantee to whom Restricted Stock has been granted, stock certificates or other evidence of ownership representing the total number of shares of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the Grant Date. The Committee may provide in an Award Agreement that either (i) the Secretary of the Company shall hold such certificates (or other evidence of ownership) for the Grantee’s benefit until such time as the Restricted Stock is forfeited to the Company or the restrictions lapse, or (ii) such certificates (or other evidence of ownership) shall be delivered to the Grantee, provided, however, that such certificates (or other evidence of ownership) shall bear a legend or legends that comply with the applicable securities laws and regulations and makes appropriate reference to the restrictions imposed under the Plan and the Award Agreement.

10.3. Rights of Holders of Restricted Stock.

Unless the Committee otherwise provides in an Award Agreement, holders of Restricted Stock shall have the right to vote such Stock and the right to receive any dividends declared or paid with respect to such Stock. The Committee may provide that any dividends paid on Restricted Stock must be reinvested in shares of Stock, which may or may not be subject to the same restrictions applicable to such Restricted Stock. All distributions, if any, received by a Grantee with respect to Restricted Stock as a result of any stock split, stock dividend, combination of shares, or other similar transaction shall be subject to the restrictions applicable to the original Award.

10.4. Rights of Holders of Restricted Stock Units.

10.4.1. Settlement of Restricted Stock Units.

Restricted Stock Units may be settled in cash or Stock, as determined by the Committee and set forth in the Award Agreement. The Award Agreement shall also set forth whether the Restricted Stock Units shall be settled (i) within the time period specified in Section 17.9 for short term deferrals or (ii) otherwise within the requirements of Section 409A, in which case the Award Agreement shall specify upon which events such Restricted Stock Units shall be settled.

10.4.2. Voting and Dividend Rights.

Holders of Restricted Stock Units shall have no rights as stockholders of the Company. The Committee may provide in an Award Agreement that the holder of such Restricted Stock Units shall be entitled to receive, upon the Company’s payment of a cash dividend on its outstanding Stock, a cash payment for each Restricted Stock Unit held equal to the per-share dividend paid on the Stock, which may be deemed reinvested in additional Restricted Stock Units at a price per unit equal to the Fair Market Value of a share of Stock on the date that such dividend is paid to shareholders.

10.4.3. Creditor’s Rights.

A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement.

10.5. Termination of Service.

Unless the Committee otherwise provides in an Award Agreement or in writing after the Award Agreement is issued, upon the termination of a Grantee’s Service, any Restricted Stock or Restricted Stock Units held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited, and the Grantee shall have no further rights with respect to such Award.

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10.6. Purchase of Restricted Stock.

The Grantee shall be required, to the extent required by applicable law, to purchase the Restricted Stock from the Company at a Purchase Price equal to the greater of (i) the aggregate par value of the shares of Stock represented by such Restricted Stock or (ii) the Purchase Price, if any, specified in the related Award Agreement. If specified in the Award Agreement, the Purchase Price may be deemed paid by Services already rendered. The Purchase Price shall be payable in a form described in Section 13 or, in the discretion of the Committee, in consideration for past Services rendered.

10.7. Delivery of Stock.

Upon the expiration or termination of any restricted period and the satisfaction of any other conditions prescribed by the Committee, the restrictions applicable to shares of Restricted Stock or Restricted Stock Units settled in Stock shall lapse, and, unless otherwise provided in the Award Agreement, a stock certificate (or other evidence of ownership) for such shares shall be delivered, free of all such restrictions, to the Grantee or the Grantee’s beneficiary or estate, as the case may be.

11. TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS

The Committee may, in its sole discretion, grant (or sell at par value or such other higher purchase price determined by the Committee) an Award of Unrestricted Stock to any Grantee pursuant to which such Grantee may receive shares of Stock free of any restrictions (“Unrestricted Stock”) under the Plan. Awards of Unrestricted Stock may be granted or sold as described in the preceding sentence in respect of past Services rendered and other valid consideration, or in lieu of, or in addition to, any cash compensation due to such Grantee. Unless otherwise provided by the Committee, Awards of Unrestricted Stock shall be paid within the time period specified in Section 17.9 for short-term deferrals.

12. OTHER STOCK-BASED AWARDS

The Committee is authorized, subject to limitations under applicable law, to grant such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference to the book value of Stock or the value of securities of or the performance of specified subsidiaries. The Committee shall determine the terms and conditions of such Awards. Stock delivered pursuant to an Award in the nature of a purchase right granted under this Section 12 shall be purchased for such consideration, paid for at such times, by such methods, and in other such forms, including, without limitation, cash, Stock, other Awards, or other property, as the Committee shall determine.

13. FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK

13.1. General Rule.

Payment of the Option Price for the shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock shall be made in cash or in cash equivalents acceptable to the Company, except as provided in this Section 13.

13.2. Surrender of Stock.

To the extent the Award Agreement so provides, payment of the Option Price for shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock may be made all or in part through the tender to the Company of shares of Stock, which shares shall be valued, for purposes of determining the extent to which the Option Price or Purchase Price has been paid thereby, at their Fair Market Value on the date of exercise or surrender.

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13.3. Cashless Exercise.

With respect to an Option only (and not with respect to Restricted Stock), to the extent permitted by law and to the extent the Award Agreement so provides, payment of the Option Price may be made all or in part by delivery (on a form acceptable to the Committee) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the sales proceeds to the Company in payment of the Option Price and any withholding taxes described in Section 17.3.

13.4. Other Forms of Payment.

To the extent the Award Agreement so provides, payment of the Option Price or the Purchase Price may be made in any other form that is consistent with applicable laws, regulations and rules.

14. TERMS AND CONDITIONS OF PERFORMANCE AND ANNUAL INCENTIVE

AWARDS

14.1. Performance Conditions.

The right of a Grantee to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions, except as limited under Sections 14.2 and 14.3 hereof in the case of a Performance Award or Annual Incentive Award intended to qualify under Section 162(m) of the Code.

14.2. Performance Awards Granted to Designated Covered Employees.

If and to the extent that the Committee determines that a Performance Award to be granted to a Grantee who is designated by the Committee as likely to be a Covered Employee should qualify as “performance-based compensation” for purposes of Section 162(m) of the Code, the grant, exercise and/or settlement of such Performance Award shall be contingent upon achievement of pre-established performance goals and other terms set forth in this Section 14.2.

14.2.1. Performance Goals Generally.

The performance goals for such Performance Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 14.2. Performance goals shall be objective and shall otherwise meet the requirements of Section 162(m) of the Code and regulations thereunder, including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.” The Committee may determine that such Performance Awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to grant, exercise and/or settlement of such Performance Awards. Performance goals may differ for Performance Awards granted to any one Grantee or to different Grantees.

14.2.2. Business Criteria.

One or more of the following business criteria for the Company, on a consolidated basis, and/or for specified subsidiaries or business or geographical units of the Company (except with respect to the total shareholder return and earnings per share criteria), shall be used by the Committee in establishing performance goals for such Performance Awards: (1) earnings per share; (2) increase in revenues or margin; (3) increase in cash flow; (4) operating margin; (5) return on net assets, return on assets, return on investment, return on capital, return on equity; (6) economic value added; (7) direct contribution; (8) net income; pretax earnings; pretax earnings before interest, depreciation and amortization (EBITDA); pretax earnings after interest expense and before extraordinary or special items; operating income; income before interest income or expense, unusual items and income taxes (local, state or federal) and excluding budgeted and actual bonuses which might be paid under any ongoing bonus plans of the

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Company; (9) working capital; (10) management of fixed costs or variable costs; (11) identification or consummation of investment opportunities or completion of specified projects in accordance with corporate business plans, including strategic mergers, acquisitions or divestitures; (12) total shareholder return; (13) debt reduction; and (14) any of the above goals determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the Standard & Poor’s 500 Stock Index or a group of comparator companies. One or more of the foregoing business criteria shall also be exclusively used in establishing performance goals for Annual Incentive Awards granted to a Covered Employee under Section 14.3 hereof.

14.2.3. Timing for Establishing Performance Goals.

Performance goals shall be established not later than 90 days after the beginning of any performance period applicable to such Performance Awards, or at such other date as may be required or permitted for “performance-based compensation” under Section 162(m) of the Code.

14.2.4. Performance Award Pool.

The Committee may establish a Performance Award pool, which shall be an unfunded pool, in connection with Performance Awards. The amount of such Performance Award pool shall be based upon the achievement of a performance goal or goals based on one or more of the business criteria set forth in Section 14.2.2 hereof during the given performance period, as specified by the Committee in accordance with Section 14.2.3 hereof. The Committee may specify the amount of the Performance Award pool as a percentage of any of such business criteria, a percentage thereof in excess of a threshold amount, or as another amount which need not bear a strictly mathematical relationship to such business criteria.

14.2.5. Settlement of Performance Awards; Other Terms.

The Committee shall determine the amount, if any, of (i) the Performance Award pool, and the maximum amount of potential Performance Award payable to each Grantee in the Performance Award pool, or (ii) the amount of any potential Performance Award otherwise payable to each Grantee. Settlement of such Performance Awards shall be in cash, Stock, other Awards or other property, in the discretion of the Committee. The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with such Performance Awards, but may not exercise discretion to increase any such amount payable to a Covered Employee in respect of a Performance Award subject to this Section 14.2. The Committee shall specify the circumstances in which such Performance Awards shall be paid or forfeited in the event of termination of Service by the Grantee prior to the end of a performance period or settlement of Performance Awards.

14.3. Annual Incentive Awards Granted to Designated Covered Employees.

If and to the extent that the Committee determines that an Annual Incentive Award to be granted to an Grantee who is designated by the Committee as likely to be a Covered Employee should qualify as “performance-based compensation” for purposes of Section 162(m) of the Code, the grant, exercise and/or settlement of such Annual Incentive Award shall be contingent upon achievement of pre-established performance goals and other terms set forth in this Section 14.3.

14.3.1. Annual Incentive Award Pool.

The Committee may establish an Annual Incentive Award pool, which shall be an unfunded pool, in connection with Annual Incentive Awards. The amount of such Annual Incentive Award pool shall be based upon the achievement of a performance goal or goals based on one or more of the business criteria set forth in Section 14.2.2 hereof during the given performance period, as specified by the Committee in accordance with Section 14.2.3 hereof. The Committee may specify the amount of the Annual Incentive Award pool as a percentage of any of such business criteria, a percentage thereof in excess of a threshold amount, or as another amount which need not bear a strictly mathematical relationship to such business criteria.

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14.3.2. Potential Annual Incentive Awards.

Not later than the end of the 90th day of each fiscal year, or at such other date as may be required or permitted in the case of Awards intended to be “performance-based compensation” under Section 162(m) of the Code, the Committee shall determine the Grantees who will potentially receive Annual Incentive Awards, and the amounts potentially payable thereunder, for that fiscal year, either out of an Annual Incentive Award pool established by such date under Section 14.3.1 hereof or as individual Annual Incentive Awards. In the case of individual Annual Incentive Awards intended to qualify under Section 162(m) of the Code, the amount potentially payable shall be based upon the achievement of a performance goal or goals based on one or more of the business criteria set forth in Section 14.2.2 hereof in the given performance year, as specified by the Committee; in other cases, such amount shall be based on such criteria as shall be established by the Committee. In all cases, the maximum Annual Incentive Award of any Grantee shall be subject to the limitation set forth in Section 4 hereof.

14.3.3. Settlement of Annual Incentive Awards.

The Committee shall determine the amount, if any, of (i) the Annual Incentive Award pool, and the maximum amount of potential Annual Incentive Award payable to each Grantee in the Annual Incentive Award pool, or (ii) the amount of any potential Annual Incentive Award otherwise payable to each Grantee. The Committee may, in its discretion, determine that the amount payable to any Grantee as a final Annual Incentive Award shall be reduced from the amount of his or her potential Annual Incentive Award, including a determination to make no final Award whatsoever, but may not exercise discretion to increase any such amount in the case of an Annual Incentive Award intended to qualify under Section 162(m) of the Code. The Committee shall specify the circumstances in which an Annual Incentive Award shall be paid or forfeited in the event of termination of employment by the Grantee prior to the end of a fiscal year or settlement of such Annual Incentive Award.

14.4. Written Determinations.

All determinations by the Committee as to the establishment of performance goals, the amount of any Performance Award pool or potential individual Performance Awards and as to the achievement of performance goals relating to Performance Awards, and the amount of any Annual Incentive Award pool or potential individual Annual Incentive Awards and the amount of final Annual Incentive Awards, shall be made in writing in the case of any Award intended to qualify under Section 162(m) of the Code. The Committee may not delegate any responsibility relating to such Performance Awards or Annual Incentive Awards.

14.5. �� Status of Performance and Annual Incentive Awards Under Section 162(m) of the Code.

It is the intent of the Company that Performance Awards and Annual Incentive Awards under Sections 14.2 and 14.3 hereof granted to persons who are designated by the Committee as likely to be Covered Employees within the meaning of Section 162(m) of the Code and the regulatory guidance thereunder shall, if so designated by the Committee, constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code and the regulatory guidance thereunder. Accordingly, the terms of Section 14, including the definitions of Covered Employee and other terms used therein, shall be interpreted in a manner consistent with Section 162(m) of the Code and the regulatory guidance thereunder. The foregoing notwithstanding, because the Committee cannot determine with certainty whether a given Grantee will be a Covered Employee with respect to a fiscal year that has not yet been completed, the term Covered Employee as used herein shall mean only a person designated by the Committee, at the time of grant of a Performance Award or an Annual Incentive Award, as likely to be a Covered Employee with respect to that fiscal year. If any provision of the Plan or any agreement relating to such Performance Awards or Annual Incentive Awards that are designated as intended to comply with Section 162(m) of the Code does not comply or is inconsistent with the requirements of Section 162(m) of the Code or the regulatory guidance thereunder, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.

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15. REQUIREMENTS OF LAW

15.1. General.

The Company shall not be required to sell or issue any shares of Stock under any Award if the sale or issuance of such shares would constitute a violation by the Grantee, any other individual exercising an Option, or the Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, the Company shall not be required to sell or issue such shares unless the Committee has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire such shares pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee shall be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance of shares of Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.

15.2. Rule 16b-3.

During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of Options granted hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.

16. EFFECT OF CHANGES IN CAPITALIZATION

16.1. Changes in Stock.

If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of shares for which grants of Options and other Awards may be made under the Plan shall be adjusted proportionately and accordingly by the Company (to the extent applicable); provided that any such adjustment shall comply with Section 409A. In addition, the number and kind of shares for which Awards are outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of the Grantee immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Exercise Price payable with respect to shares that are subject to the unexercised portion of an outstanding Option or SAR, as applicable, but shall include a corresponding proportionate adjustment in the Option Price or SAR Exercise Price per share. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing,

A-15

in the event of any distribution to the Company’s stockholders of securities of any other entity or other assets (including an extraordinary cash dividend but excluding a non-extraordinary dividend payable in cash or in stock of the Company) without receipt of consideration by the Company, the Company shall in such manner as the Company deems appropriate, adjust (i) the number and kind of shares subject to outstanding Awards and/or (ii) the exercise price of outstanding Options and Stock Appreciation Rights to reflect such distribution.

16.2. Definition of Change in Control.

Unless an Award Agreement provides for a different meaning, a “Change in Control” shall mean the occurrence of any of the following:

(i) the acquisition, directly or indirectly, by any individual, entity, group or Person of ownership of 30% or more of either (a) the then outstanding shares of Common Stock (the “Outstanding Company Common Stock”), or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”);

(ii) during any period of two consecutive years, individuals, who at the beginning of such period constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director during such period whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, as a member of the Incumbent Board, any such individual whose initial assumption of office occurs as a result of either an actual or threatened stockholder proposal pursuant to Rule 14a-8 of Regulation 14A promulgated under the Exchange Act or other solicitation of proxies or consents by or on behalf of a Person other than the Board;

(iii) approval by the stockholders of the Company of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (x) more than 50% of, respectively, the then outstanding shares of common stock of the Company resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (y) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation;

(iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or

(v) approval by the stockholders of the Company of the sale or other disposition of all or substantially all of the assets of the Company.

Notwithstanding the foregoing, if it is determined that an Award hereunder is subject to the requirements of Section 409A, the Company will not be deemed to have undergone a Change in Control with respect to such Award or Awards unless the Company is deemed to have undergone a change in control pursuant to the definition in Section 409A.

16.3. Effect of Change in Control; Corporate Transactions

Unless an Award Agreement explicitly provides otherwise, all outstanding Options and/or SARs shall become immediately exercisable and fully vested upon the consummation of a Change in Control, without regard to any time and/or performance vesting conditions. In addition, unless an Award Agreement explicitly provides otherwise, if the Company is to be consolidated with or acquired by another entity in a merger or a sale of all or

A-16

substantially all of the Company’s assets, and such transaction also constitutes or is otherwise consummated in connection with a Change in Control (a “Corporate Transaction”), the Committee or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”), shall, as to outstanding Options and/or SARs, either (i) make appropriate provision for the continuation of such Options and/or SARs by substituting on an equitable basis for the Shares then subject to such Options and/or SARs either the consideration payable with respect to the outstanding shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring entity; or (ii) terminate all Options and/or SARs in exchange for a cash payment equal to the excess of the Fair Market Value (determined as of the date of consummation of the Corporate Transaction) of the Shares subject to such Options and/or SARs over the exercise price thereof.

Unless an Award Agreement explicitly provides otherwise, in the event of a Change in Control, the Committee shall waive any or all Company vesting, repurchase and/or forfeiture rights and conditions with respect to outstanding Restricted Stock and/or Restricted Stock Units. In addition, in the event of a Corporate Transaction, unless an Award Agreement explicitly provides otherwise, with respect to outstanding grants of Restricted Stock, Restricted Stock Units and/or Unrestricted Stock, the Committee or the Successor Board, shall either (i) make appropriate provisions for the continuation of such grants of Restricted Stock, Restricted Stock Units and/or Unrestricted Stock by substituting on an equitable basis for the Shares then subject to such Restricted Stock, Restricted Stock Units and/or Unrestricted Stock either the consideration payable with respect to the outstanding Shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring entity; or (ii) terminate all grants of Restricted Stock, Restricted Stock Units and/or Unrestricted Stock in exchange for a cash payment equal to the excess of the Fair Market Value (determined as of the date of consummation of the Corporate Transaction) of the Shares subject to such Restricted Stock, Restricted Stock Units and/or Unrestricted Stock over the purchase price thereof, if any.

16.4. Reorganization Which Does Not Constitute a Change in Control.

If the Company undergoes any reorganization, merger, or consolidation of the Company with one or more other entities which does not constitute a Change in Control, any Option or SAR theretofore granted pursuant to the Plan shall pertain to and apply to the securities to which a holder of the number of shares of Stock subject to such Option or SAR would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the Option Price or SAR Exercise Price per share so that the aggregate Option Price or SAR Exercise Price thereafter shall be the same as the aggregate Option Price or SAR Exercise Price of the shares remaining subject to the Option or SAR immediately prior to such reorganization, merger, or consolidation. Subject to any contrary language in an Award Agreement, any restrictions applicable to such Award shall apply as well to any replacement shares received by the Grantee as a result of the reorganization, merger or consolidation.

16.5. Adjustments.

Adjustments under this Section 16 related to shares of Stock or securities of the Company shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding upward to the nearest whole share.

16.6. No Limitations on Company.

The making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets.

A-17

17. GENERAL PROVISIONS

17.1. Disclaimer of Rights.

No provision in the Plan or in any Award Agreement shall be construed to confer upon any individual the right to remain in the employ or service of the Company or any Affiliate, or to interfere in any way with any contractual or other right or authority of the Company either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship between any individual and the Company. In addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, no Award granted under the Plan shall be affected by any change of duties or position of the Grantee, so long as such Grantee continues to be a Service Provider, if applicable. The obligation of the Company to pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under the conditions prescribed herein. The Plan shall in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary under the terms of the Plan.

17.2. Nonexclusivity of the Plan.

Neither the adoption of the Plan nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals), including, without limitation, the granting of stock options as the Board in its discretion determines desirable.

17.3. Withholding Taxes.

The Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state, or local taxes of any kind required by law to be withheld (i) with respect to the vesting of or other lapse of restrictions applicable to an Award, (ii) upon the issuance of any shares of Stock upon the exercise of an Option, or (iii) pursuant to an Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay to the Company or the Affiliate, as the case may be, any amount that the Company or the Affiliate may reasonably determine to be necessary to satisfy such withholding obligation. Subject to the prior approval of the Company or the Affiliate, which may be withheld by the Company or the Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such obligations, in whole or in part, (i) by causing the Company or the Affiliate to withhold shares of Stock otherwise issuable to the Grantee or (ii) by delivering to the Company or the Affiliate shares of Stock already owned by the Grantee. The shares of Stock so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations. The Fair Market Value of the shares of Stock used to satisfy such withholding obligation shall be determined by the Company or the Affiliate as of the date that the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 17.3 may satisfy his or her withholding obligation only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

17.4. Captions.

The use of captions in this Plan or any Award Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or any Award Agreement.

17.5. Other Provisions.

Each Award Agreement may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Committee, in its sole discretion.

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17.6. Number and Gender.

With respect to words used in this Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.

17.7. Severability.

If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

17.8. Governing Law.

The validity and construction of this Plan and the instruments evidencing the Awards hereunder shall be governed by the laws of the State of New York, without regard to any choice of law principles thereof or of any other jurisdiction.

17.9. Short-Term Deferrals.

For each Award intended to comply with the short-term deferral exception provided for under Section 409A, the related Award Agreement shall provide that such Award shall be paid out by the later of (i) the 15th day of the third month following the Grantee’s first taxable year in which the Award is no longer subject to a substantial risk of forfeiture or (ii) the 15th day of the third month following the end of the Company’s first taxable year in which the Award is no longer subject to a substantial risk of forfeiture.

17.10. Stockholder Approval; Effective Date of Plan.

The Plan shall be effective as of May 14, 2008, the date of its approval by the shareholders of the Company (the “Effective Date”), as amended and approved by the shareholders of the Company on May 19, 2010, May 22, 2013 and May 20, 2014.

A-19

	~~Sincerely,~~

	~~/s/ Michael Wellesley-Wesley~~
	~~Michael Wellesley-Wesley~~
	~~President, Chief Executive~~
	~~Officer and Director~~

	~~By Order~~By order of the Board of Directors,

	~~/s/ Jerry Kieliszak~~
	~~Jerry Kieliszak~~
	~~Corporate Secretary~~

	Page
~~GENERAL~~IMPORTANT INFORMATION ~~CONCERNING~~ABOUT THE ANNUAL MEETING AND VOTING	1

PROPOSAL 1 - ELECTION OF DIRECTORS	7

~~COMPENSATION COMMITTEE REPORT~~	136

COMPENSATION DISCUSSION AND ANALYSIS	11

COMPENSATION COMMITTEE REPORT	14

EXECUTIVE COMPENSATION	1714

DIRECTOR COMPENSATION	3024

INDEMNIFICATION OF DIRECTORS AND OFFICERS	3126

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	3226

EQUITY COMPENSATION PLAN INFORMATION	3226

AUDIT COMMITTEE REPORT	3327

PROPOSAL 2 - ~~RATIFICATION~~AMENDMENTS OF THE ~~APPOINTMENT OF INDEPENDENT~~2008 LONG-TERM INCENTIVE PLAN
~~REGISTERED PUBLIC ACCOUNTING FIRM~~	3429

~~PRINCIPAL SHAREHOLDERS~~ PROPOSAL 3 - RATIFY THE APPOINTMENT OF BDO USA, LLP AS OUR	36
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	34

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	3835

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT OF CHYRONHEGO	36

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	38

SHAREHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR	39

DELIVERY OF SECURITY HOLDER DOCUMENTS	39

WHERE YOU CAN FIND MORE INFORMATION	39

OTHER MATTERS ARISING AT THE ANNUAL MEETING	38

~~SHAREHOLDER PROPOSALS~~	3940

ANNUAL REPORT ON FORM 10-K	3940

ANNEX A - 2008 LONG-TERM INCENTIVE PLAN, AS AMENDED	A-1

	Proposal ~~2 – Ratification~~2: Approve Amendment to Increase the Shares Available and to Increase the Annual Limitation Under the 2008 Long-Term Incentive Plan	Pursuant to The New York Business Corporation Law and our bylaws, the affirmative vote of a majority of the ~~Appointment~~votes cast at the Annual Meeting is required to approve the amendment to the 2008 Long-Term Incentive Plan. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote customers' unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
	Proposal 3: Ratify Selection of Independent Registered Public Accounting Firm	Pursuant to The New York Business Corporation Law and our bylaws, the affirmative vote of ~~the~~a majority of the votes cast ~~affirmatively or negatively~~at the Annual Meeting for this proposal is required to ratify the selection of our independent registered public accounting firm. Abstentions will have no effect on the results of this vote. Brokerage firms have authority to vote ~~customers’~~customers' unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our shareholders to select our independent registered public accounting firm. However, if our shareholders do not ratify the selection of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2012,~~2014, our Audit Committee of our Board of Directors will reconsider its selection.

		~~Director of the~~
Name	Company Position and Offices Held	Director of the Company Since

Johan Apel	President, Chief Executive Officer and Director	May 2013
Susan Clark-Johnson	Director, Member of the Audit Committee, ~~and~~	~~March 2010~~
	Member of the Compensation Committee

~~Peter F. Frey~~	~~Director, Chairman of the Audit Committee~~	~~May 2008~~

~~Christopher R. Kelly~~	~~Director, Member of the Compensation~~	~~August 1999~~
	~~Committee, Chairman of the Corporate~~
	~~Governance~~ and ~~Nominating Committee~~

~~Roger L. Ogden~~	~~Chairman of the Board of Directors,~~	~~May 2008~~
	~~Member of the Audit Committee and Chairman~~
	~~of the Compensation Committee~~

~~Robert A. Rayne~~	~~Director, Member of the Corporate Governance~~	~~May 2008~~
	~~and Nominating Committee~~

~~Michael I. Wellesley-Wesley~~	~~President, Chief Executive Officer and Director~~	~~May 1995~~

~~Michael C. Wheeler~~	~~Director,~~ Member of the Corporate Governance and Nominating Committee	March 2010
Peter F. Frey	Director and Chairman of the Audit Committee	May 2008
Christopher R. Kelly	Director, Member of the Compensation Committee and Chairman of the Corporate Governance and Nominating Committee	August 1999
Roger L. Ogden	Chairman of the Board of Directors, Member of the Audit Committee and Chairman of the Compensation Committee	May 2008
Henrik Sundberg	Director	May 2013
Michael C. Wheeler	Director, Member of the Audit Committee and Member of the Corporate Governance and Nominating Committee	February 2006

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate Number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

·	other fringe benefits and ~~perquisites.~~perquisites; and
·	severance and change-in-control benefits.

												Change in
												Pension
												Value and
										Non-		Non-
										Equity		qualified
										Incentive		Deferred
										Plan		Compen-		All Other
Name & Principal						Stock		Option		Compen-		sation		Compen-
Position	Year	Salary1		Bonus2		Award3		Award4		sation5		Earnings6		sation7		Total
		($)		($)		($)		($)		($)		($)		($)		($)
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Michael
Wellesley-Wesley	2011		476,186		0		83,625		0		0		69,881		43,164		672,856
President & Chief	2010		464,207		0		64,887		0		140,346		42,171		35,387		746,998
Executive Officer	2009		455,175		21,420		114,596		65,472		0		31,673		53,517		741,853

Jerry Kieliszak	2011		242,031		0		55,750		0		0		86,195		10,520		394,496
SVP & Chief	2010		225,356		0		43,258		0		58,693		43,761		9,734		380,802
Financial Officer	2009		201,058		4,731		44,643		65,472		0		32,037		8,952		356,893

												Change
												in Pension
												Value and
												Non-
												qualified
										Non-Equity		Deferred
Name &										Incentive		Compen-
Principal						Stock		Option		Plan		sation		All Other
Position	Year	Salary(1)		Bonus(2)		Awards(3)		Awards(4)		Compensation(5)		Earnings(6)		Compensation(7)		Total
		($)		($)		($)		($)		($)		($)		($)		($)
Michael
Wellesley-
Wesley	2013		482,850		0		0		52,200		437,549		28,129		47,108		1,047,836
Former	2012		482,850		0		0		0		0		74,399		30,748		587,997
President	2011		476,186		0		83,625		0		0		69,881		43,164		672,856
and Chief
Executive
Officer

Johan
Apel	2013		193,600		50,000		0		218,000		145,600		6,483		13,402		627,085
President
and Former
COO,
Current
CEO

Jerry
Kieliszak	2013		244,800		0		0		0		190,142		28,001		3,607		466,550
Former	2012		244,800		0		0		35,582		0		76,517		9,607		366,506
SVP and	2011		242,031		0		55,750		0		0		86,195		10,520		394,496
Chief
Financial
Officer

	(1	)	1Represents base salary earned during the respective fiscal ~~year~~years ended December 31.
	(2	)	2 ~~Bonus~~Represents a one-time sign-on bonus in an amount of $50,000 to compensate for ~~2009 represents bonuses paid for salary deferral from August 2008~~Mr. Apel's relocation and moving expenses to ~~February 2009.~~the U.S.

(3	)	3Represents the aggregate grant date fair value of time-based vesting RSUs awarded, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value of the time-based vesting RSUs equals the number of RSUs awarded times the closing market price of ~~the Company’s Common Stock~~our common stock on the ~~May 10, 2011~~respective grant date, which was $2.23 per share. There can be no assurance that these amounts will be realized by the executive officers because they must be employed by the Company on the vesting dates in order to receive the underlying shares of Common Stock on the vesting dates. Excluded from the above table are compensation costs related todate. No RSUs were awarded to the named executive officers in 2011 and 2010 under the Medium-Term Plan (162,500 in 2011 and 162,500 in 2010 to Mr. Wellesley-Wesley, and 161,875 in 2010 to Mr. Kieliszak). These RSUs were cancelled on December 31, 2011 and no value was received by the recipients of these RSUs. Even if they were not cancelled, the possible compensation costs associated with these RSUs as measured under FASB ASC Topic 718 ($362,375 for the 2011 award and $310,375 for the 2010 award for Mr. Wellesley-Wesley, and $309,181 for the 2010 award for Mr. Kieliszak) would not have been included in the table above because the RSUs were solely performance-based awards, vesting of which would have occurred only if certain financial targets were achieved in 2012 or 2013 and ~~the outcome of achieving such targets was not sufficiently probable at the award date or subsequently to result in recording of any current compensation expense.~~2012.
(4	)	4Represents the grant date fair value of time-based vesting stock options awarded ~~to the named executive officers~~ in the respective years, ~~indicated, as~~ the assumptions of which are explained in footnote 89 to ~~the Company’s~~our audited financial statements in our Annual Report on Form 10-K for the year ended December 31, ~~2011.~~2013. There can be no assurance that these amounts will ever be realized by the executive officers because, for instance, the options could expire unexercised, ~~they could be forfeited following termination of employment,~~ or they could be out-of-the money for the duration of their term.
(5	)	5Represents payouts under the Incentive Plan.
(6	)	6 ~~Represents~~For Mr. Wellesley-Wesley and Mr. Kieliszak, represents the actuarial increase in the present value of ~~the named executive officer’s~~ benefits under the Pension Plan, a tax-qualified, non-contributory defined benefit plan established to provide pension benefits to our employees ~~of the Company~~ meeting Pension Plan eligibility criteria. Present values for ~~2011~~2013 are based on certain assumptions which are discussed in the narrative following the ~~2011~~2013 Pension Benefits table below. For additional information on the Pension Plan, refer to ~~the footnotes~~footnote 13 to ~~the Company’s~~our financial statements for the year ended December 31, ~~2011.~~2013. Mr. Apel is not a participant in the Pension Plan. For Mr. Apel, represents the statutory contribution into Sweden's social security system for retirement pension.
(7	)	Represents perquisites ~~Company matching contributions to the 401(k) Plan and group term life insurance premiums,~~ as itemized in the All Other Compensation table below.

					Company
			Tax		Match on		Life
	Commutation		Preparation		Qualified		Insurance
	Allowance1		Fees2		401(k)Plan3		Premiums4		Total
Name	($)		($)		($)		($)		($)
Michael Wellesley-Wesley		18,000		14,644		9,800		720		43,164
Jerry Kieliszak		0		0		9,800		720		10,520

1 Mr. Wellesley-Wesley receives a commutation allowance of $18,000 per year, payable in bi-weekly installments, to defray his costs of commuting to work, in lieu of a leased automobile.
2 The Company reimburses Mr. Wellesley-Wesley for professional tax assistance in preparing his U.S. personal income tax returns, as a provision of his employment agreement, up to $5,000 per year. For 2011, the Compensation Committee of the Board of Directors also approved additional payments of $9,644 to Mr. Wellesley-Wesley to cover his costs in connection with an audit of a prior year’s income tax returns
3 Represents the Company matching contributions made for the named executive officers to the Company’s 401(k) Plan. The Company provides a match equal to two-thirds of the first 6% of compensation contributed by an employee up to the IRS maximum permitted employee contribution amount.
4 Represents Company paid premiums for group term life insurance for the named executive officers. The Company provides group term life insurance for all of its U.S. employees equal to 250% of the insured’s annual salary capped at $250,000 of insurance, except for the named executive officers for whom the insurance provided is $500,000 each.

(1	)	Mr. Wellesley-Wesley received, and Mr. Apel (since he joined the Company) receives, a commutation allowance payable in bi-weekly installments, to defray the costs of commuting to work, in lieu of a leased automobile.
(2	)	We reimbursed Mr. Wellesley-Wesley for attorney fees of $7,500 for finalizing his termination arrangement with the Company.
(3	)	We reimbursed Mr. Wellesley-Wesley for professional tax assistance in preparing his U.S. personal income tax returns, as a provision of his employment agreement, up to $5,000 per year.
(4	)	We reimbursed Mr. Wellesley-Wesley for relocation costs incurred as a result of his termination from the Company.
(5	)	Represents our matching contributions made for the named executive officers to our 401(k) Plan. We provide a match equal to two-thirds of the first 6% of eligible compensation contributed by an employee up to the IRS maximum permitted employee contribution amount.
(6	)	Represents Company paid premiums for group term life insurance for the named executive officers for whom the insurance provided is $500,000.

	Target			Payout									Actual
	As a			Range as			Target		Maximum		Actual		Award as
	% of			a % of			Award		Award		Award		a % of
Name	Salary			Salary			($)		($)		($)1		Salary

Michael Wellesley-Wesley		70	%		0% - 105	%		334,554		501,831		0		0	%
Jerry Kieliszak		60	%		0% - 90	%		146,160		219,240		0		0	%

1 No award was paid to the named executive officers in 2012 for fiscal 2011 because the minimum target achievement percentage of 75% was not attained for either of the two financial performance conditions of the Incentive Plan.

								All other
								option
								awards:
								number of			Exercise		Grant date
								securities			price of		fair value
		Estimated future payouts under						underlying			option		of option
		non-equity incentive plan awards(1)						options(2)			awards		awards(3)
	Grant	Threshold		Target		Maximum
Name	Date	($)		($)		($)			(#	)	($/Sh.)		($)
Michael
Wellesley-Wesley	1/1/2013		0		337,995		506,993
	3/18/2013								60,000			1.40		52,200

Johan Apel	7/1/2013		0		113,750		170,625
	11/12/2013								200,000			1.62		218,000

Jerry Kieliszak	1/1/2013		0		146,880		220,320		0			0.00		0

1(1)	Represents the threshold, target and maximum annual awards under the Incentive Plan that could have been earned for ~~2011~~2013 if these levels had been achieved. The targeted performance condition-based awards under our Incentive Plan were 70% of base salary for Mr. Wellesley-Wesley and Mr. Apel and 60% of base salary for Mr. Kieliszak. See ~~the “Compensation~~"Compensation Discussion and Analysis - Annual Performance-Based Cash and/or Equity ~~Awards” section~~Awards" above for the terms and conditions of the Incentive ~~Plan and the Non-Equity Incentive Plan table above for the actual awards earned by the named executive officers and the form and amount of payouts.~~Plan.
2 Represents the target award of 162,500 RSUs under the Medium-Term Plan to Mr. Wellesley-Wesley. These RSUs were cancelled on December 31, 2011 and no value was received by the recipients of these RSUs. These were solely performance-based awards, vesting of which would have occurred only if certain financial targets were achieved in 2012 or 2013. The outcome of achieving such targets was not sufficiently probable at the award date or subsequently to result in recording of any of the above compensation costs in the Company’s results of operations. These performance-based RSUs would only have vested if one or both performance conditions were to be achieved, these being achievement of a designated level of revenues in 2012 or 2013, achievement of which would have been worth half of the target award, and the other being achievement of a designated level of operating income, before share-based compensation expense, in 2012 or 2013, achievement of which would have been worth half of the target award. (2)
3Represents the number of time-based vesting ~~RSUs~~stock options granted. ~~Each RSU, if and when it vests, results in~~These options vest at one-third of the ~~issuance~~total grant on each anniversary date from date of ~~one share of Company Common Stock. These RSUs vest in equal amounts in each of May 2012, 2013 and 2014,~~grant. The exercise price is the closing market price on the ~~condition that the named executive officer is employed by the~~award grant date, consistent with Company ~~on the vesting date.~~ policy.
(3)

	Option Awards1							Stock Awards2
	Number of		Number of					Number of		Market
	Securities		Securities					Shares or		Value of
	Underlying		Underlying					Units of		Shares or
	Unexercised		Unexercised		Option		Option	Stock That		Units of Stock
	Options		Options		Exercise		Expiration	Have Not		That Have Not
Name	Exercisable		Unexercisable		Price		Date	Vested		Vested
		(#)		(#)	($)				(#)	($)
(a)	(b)		(c)		(e)		(f)	(g)		(h)

Michael Wellesley-Wesley		1,667		0		0.855	7/31/2012
		50,000		0		0.660	2/21/2013
		78,334		0		2.010	5/18/2014
		50,000		0		1.020	6/3/2015
		50,000		0		2.760	5/18/2016
		50,000		0		2.430	5/16/2017
		75,000		0		5.480	5/19/2018
		37,500		37,500		1.310	5/13/2019
									24,779		34,445
									25,000		34,753
									37,500		52,129

Jerry Kieliszak		25,000		0		1.830	5/23/2012
		16,667		0		0.810	12/13/2012
		8,334		0		1.050	11/7/2013
		33,334		0		2.010	5/18/2014
		25,000		0		1.020	6/3/2015
		33,334		0		2.760	5/18/2016
		33,334		0		2.430	5/16/2017
		50,000		0		5.480	5/19/2018
		37,500		37,500		1.310	5/13/2019
									9,653		13,419
									16,667		23,169
									25,000		34,753

	Option Award
	Number of			Number of
	Securities			Securities
	Underlying			Underlying
	Unexercised			Unexercised			Option		Option
	Options			Options			Exercise		Expiration
Name	Exercisable(1)			Unexercisable(1)			Price		Date
		(#	)		(#	)	($)
Michael Wellesley-Wesley(2)(3)		78,334			0			2.01	5/18/2014
		50,000			0			1.02	6/3/2015
		50,000			0			2.76	5/18/2016
		50,000			0			2.43	5/16/2017
		75,000			0			5.48	5/19/2018
		75,000			0			1.31	5/13/2019
		200,000			0			1.62	3/19/2022
		60,000			0			1.40	3/18/2023

Johan Apel		0			200,000			1.62	11/12/2023

Jerry Kieliszak(2)(3)		33,334			0			2.01	5/18/2014
		33,334			0			2.76	5/18/2016
		33,334			0			2.43	5/16/2017
		50,000			0			5.48	5/19/2018
		75,000			0			1.31	5/13/2019
		90,000			0			1.62	3/19/2022
		42,000			0			1.40	5/23/2022

(2)	The Business Combination with Hego, that was completed on May 22, 2013, constituted a change in control under the Company's Long Term Incentive Plans. As a result, all outstanding awards became immediately exercisable and fully vested, without regard to any time and/or vesting conditions.
(3)	For Messrs. Wellesley-Wesley and Kieliszak, as a result of a provision in their change-in-control agreements, the period to exercise their equity awards shall be the remaining term of each respective agreement underlying the equity award, regardless of any shorter period as a result of termination from the Company.

	Option Awards				Stock Awards				Option Awards					Stock Awards
	Number of shares		Value realized		Number of shares		Value realized		Number of Shares			Value Realized		Number of Shares			Value Realized
Name	acquired on exercise		on exercise1		acquired on vesting		on vesting2		Acquired on Exercise			on Exercise(1)		Acquired on Vesting			on Vesting
		(#)	($)			(#)	($)			(#	)	($)			(#	)	($)
(a)	(b)		(c)		(d)		(e)

Michael Wellesley-Wesley		12,018		12,685		37,278		82,862		18,868			20,000		22,043			51,750

Jerry Kieliszak		0		0		17,986		39,381		0			0		15,467			34,500

1 Amount shown represents the difference between the option exercise price and the closing market price of the Company’s Common Stock on the exercise date, multiplied by the number of shares acquired on exercise.
2 Amounts shown in this column equal the number of shares of the Company’s Common Stock acquired on vesting of RSUs multiplied by the closing market price of the Company’s Common Stock on the vesting date. These amounts represent taxable wages to the recipients.
Johan Apel										0			0		0			0

			Incentive						Early
			Plan						Vesting			409	A
	Severance		Award		Severance		Accrued		of Equity		Excise
Name	Salary(1)		Severance(2)		Benefits(3)		Vacation(4)		Awards(5)		Tax(6)			Total
	($)		($)		($)		($)		($)		($)			($)
Michael
Wellesley-
Wesley		482,850		432,634		46,845		44,147		0		0			1,006,476

Jerry
Kieliszak		244,800		188,006		52,927		17,298		0		0			403,031

Johan Apel		325,000		291,200		49,491		4,905		100,000		0			770,596

(1	)	Payable biweekly through December 31, 2014 for Messrs. Wellesley-Wesley and Kieliszak.

(2	)	Paid on March 5, 2014 in the form of cash of $178,332 and $69,506 to cover the required withholding and payroll taxes on the awards and the balance in shares of common stock with a value of $254,302 and $118,500 for Messrs. Wellesley-Wesley and Kieliszak, respectively.

(3	)	Amounts, grossed up for federal, state and local taxes, for premiums, based on the election of the respective named executive officer, for life insurance, long-term disability and medical coverage. Paid on January 15, 2014 for Messrs. Wellesley-Wesley and Kieliszak.

(4	)	Amount of accrued vacation at December 31, 2013. Paid on January 15, 2014 for Messrs. Wellesley-Wesley and Kieliszak.

(5	)	Pursuant to the terms of our 2008 LTIP, in the event of a change in control, all outstanding equity awards became immediately exercisable and vested upon the closing of the Hego transaction on May 22, 2013. Consequently, for Messrs. Wellesley-Wesley and Kieliszak there were no outstanding unexercisable equity awards that vested upon termination under the respective change-in-control agreements. For Mr. Apel, represents the spread between the closing price of our common stock on December 31, 2013 and the exercise price, multiplied by the number of unvested in-the-money option shares at December 31, 2013.

(6	)	The change in control agreements for each of the named executive officers state that we will hold each harmless, on an after-tax basis, from any taxes, costs, expenses, penalties, fines, interest or other liabilities (the "409A penalties") that might result from any non-compliance with Section 409A of the Code in connection with payments made under the agreements. We believe that the change in control agreements as structured comply with the requirements of 409A and we intend to comply with 409A to the fullest extent possible, and, therefore, we believe any 409A penalties would likely not be incurred.

	Fees Earned or		Stock
Name	Paid in Cash		Awards1		Total
	($)		($)		($)
(a)	(b)		(c)		(h)
Susan Clark-Johnson2		20,000		33,242		53,242
Peter F. Frey3		25,000		38,783		63,783
Christopher R. Kelly4		25,000		38,783		63,783
Roger L. Ogden5		40,000		55,404		95,404
Robert A. Rayne6		20,000		33,242		53,242
Michael C. Wheeler7		20,000		33,242		53,242

	(1	)	Represents the aggregate grant date fair value of RSUs awarded to the named directors on the grant date of January 3, ~~2011.~~2013. Each RSU was settled for one share of our common stock on May 22, 2013, the ~~Company’s Common Stock~~day we closed on the ~~vesting date, January 3, 2012.~~Hego transaction. The grant date fair value has been computed in accordance with FASB ASC Topic 718 excluding the effect of estimated forfeitures. The grant date fair value of each RSU equals the number of RSUs awarded times the closing market price of ~~the Company’s Common Stock~~our common stock on the grant date, which was ~~$2.12~~$0.81 per share. The above named directors held the following number of ~~RSUs and~~ stock options, respectively, at December 31, ~~2011:~~2013: Susan Clark-Johnson, ~~15,680 and~~ 0; Peter F. Frey, ~~18,294 and~~ 30,000; Christopher R. Kelly, ~~18,294 and 66,670;~~63,336; Roger L. Ogden, ~~26,134 and~~ 40,000; Robert A. Rayne, ~~15,680 and~~ 30,000; and Michael C. Wheeler, ~~15,680 and 65,895.~~50,835.

(2	)	Member of the Audit Committee and ~~Member~~Compensation Committee and effective March 5, 2014, member of the ~~Compensation~~Corporate Governance and Nominating Committee.

(3	)	Chairman of the Audit Committee.

(4	)	Member of the Compensation Committee and Chairman of the Corporate Governance and Nominating Committee.

(5	)	Chairman of the Board of Directors, Member of the Audit Committee and Chairman of the Compensation Committee.

(6	)	Member of the Corporate Governance &and Nominating Committee.

(7	)	Member of the Corporate Governance &and Nominating Committee and effective March 5, 2014, member of the Audit Committee.

(1)	These plans consist of our 2008 LTIP and our 1999 Long-Term Incentive Plan (the "1999 Plan"). No further awards may be made under the 1999 Plan.

(2)	Includes vested but unexercised, and unvested, stock options, each of which, if vested, would be settled by the issuance of one share of our common stock.

	Shares Beneficially Owned2
Name and Address of Beneficial Owner	Number	Percent3

Entities affiliated with LMS Capital plc4	2,938,678	17.45%
and Robert A. Rayne11
100 George Street
London, W1U 8NU
England, U.K.

Christopher R. Kelly5	2,413,258	14.29%
800 Fifth Avenue, Suite 4100
Seattle, WA 98104

Michael I. Wellesley-Wesley6	1,578,784	9.17%
c/o Chyron Corporation
5 Hub Drive
Melville, New York 11747