We have set forth below certain information regarding each nominee, including the specific experience, qualifications, attributes, or skills that contributed to the Board’s conclusion that such nominee should serve as a director.

Mr. BerrardBurke has served as a director of Swisher HygieneManagement Consultant – Finance and Operations for Hudson Capital Group since November 2010.March, 2013. Mr. BerrardBurke served as the Presidenta Management Consultant – Finance and Chief Executive Officer of Swisher HygieneOperations for Boston Finance Group, LLC from November 2010February, 2011 to August 17,May, 2012. Mr. Berrard served as Chief Executive Officer and a director of Swisher International since 2004 until the Merger. Mr. Berrard is currently a director and Audit and Compensation Committee member of Walter Investment Management Corp., and director of Pivotal Fitness. Mr. Berrard served as the Managing Partner of private equity fund New River Capital Partners, which he co-founded in 1997, from 1997 to 2011. Throughout most of the 1980’s, Mr. Berrard served as President of Huizenga Holdings, Inc. as well as in various positions with subsidiaries of Huizenga Holdings. He hasBurke served as Chief Executive Officer of Blockbuster Entertainment Group,Lakeland Construction Finance, LLC from 2005 to 2007 and as Executive Vice President in 2008.  Beginning in 1995, Mr. Burke spent ten years with Gateway, Inc., a divisionworldwide technology pioneer, serving in a number of Viacom, Inc.,executive capacities including Chief Executive Officer – Gateway Country (Retail Division), Senior Vice President – Global Business Development Chief Financial Officer and Chairman of Jamba, Inc. (parent company of Jamba Juice Company), and co-founded and servedmost recently as co-Chief Executive Officer of retail automotive industry leader AutoNation, Inc.Senior Vice President - Business Development. Mr. BerrardBurke has served asbeen a director of numerous publicFlagship Community Bank since its founding in 2005 and private companies including Viacom, Inc., AutoNation, Inc., Boca Resorts, Inc., Birmingham Steel Inc., Blockbuster Entertainment Group, Republic Industries Inc.is the Chairman of the Asset and HealthSouth Corp.Liability and Technology Committees. Mr. Burke was a director of Sunair Services Corporation (AMEX: SNR) from 2006 to 2008 and was a member of the Audit Committee. Mr. Burke earned a BA from the University of Florida.

Mr. BerrardBurke is an experienced executive officer and director of public and private companies with relevant industry knowledge andthe skills necessary to serve as a director. Mr. Berrard developed the relevant industryBurke also has extensive experience and expertise while servingin financial matters as the Chief Executive Officera currently licensed certified public accountant, in good standing, and as a director of the Company over the last six years. He combines this experience and expertise with experience as a public company director through his board memberships at Jamba, Inc., Walter Investment Management Corp., HealthSouth Corp., Birmingham Steel Inc., Boca Resorts, Inc. and Viacom, Inc. Mr. Berrard also has experience and knowledge leading public companies from the early stages of development to the positionformer Audit Supervisor of an industry leader based on his work with AutoNation, Inc., Republic Industries Inc. and Blockbuster Entertainment Group.international accounting firm.

Mr. Handley is an experienced officer and director of public and private companies with the skills necessary to serve as a director. As an executive officer and director, Mr. Handley has developed knowledge and experience of financial, operational, and managerial matters. He has helped guide numerous public and private companies from early stage development to significant operating entities.

Mr. Hudson has served as a director of Swisher Hygiene since January 2011. Mr. Hudson is currently chairman and owner of Hudson Capital Group, an investment company located in Fort Lauderdale, Florida founded by Mr. Hudson in 1997. Mr. Hudson most recently served as Vice Chairman, Secretary and a director of Republic Services Inc. from 19951998 to 2008. Prior to that period, he served in various executive roles from 1995 to 1998 with Republic Service Inc.’s former parent company (then known as Republic Waste Industries, Inc.), including as Chairman of its Solid Waste Group and its President. From 1983 to 1995, Mr. Hudson was Chairman, CEO and President of Hudson Management Corporation, a solid waste collection company that he founded and later merged with Republic Waste Industries. Mr. Hudson also served as Vice President of Waste Management of Florida, Inc. and its predecessor from 1964 until 1982.

Mr. Pierce is an experienced officer and director of public and private companies with the skills necessary to serve as a director. As an executive officer and director, Mr. Pierce has developed knowledge and experience of financial, operational, and managerial matters. He has helped guide numerous public and private companies from early stage development to significant operating entities.

Mr. Pruitt has served as a director of Swisher Hygiene since January 2011. Mr. Pruitt has served as general manager of Pruitt Enterprises, LP. and president of Pruitt Ventures, Inc. since 2000. Mr. Pruitt has beenserved as an independent board member of the MAKO Surgical Corp., a developer of robots for knee and hip surgery, sincefrom 2008 to 2013, when it was sold to Stryker Corp., and isserved as a member of the MAKO audit committee. Mr. Pruitt has been an independent board member of NV5 Holdings, Inc., a professional services company, and is a member of the NV5 Audit Committee, since April 2013. Mr. Pruitt served as an independent board member of The PBSJ Corporation, an international professional services firm, from 2005 to 2010. Mr. Pruitt served as chairman of the audit committee of KOS Pharmaceuticals, Inc., a fully integrated specialty pharmaceutical company, from 2004 until its sale in 2006. He was also chairman of the audit committee for Adjoined Consulting, Inc., a full-service management consulting firm, from 2000 until it was merged into Kanbay International, a global consulting firm, in 2006. From 1980 to 1999, Mr. Pruitt served as the managing partner for the Florida, Caribbean and Venezuela operations of the independent auditing firm of Arthur Andersen LLP. Mr. Pruitt holds a Bachelor of Business Administration from the University of Miami and is a Certified Public Accountant, (inactive).in good standing.

Mr. Pruitt is an experienced director of public companies with the skills necessary to serve as a director. Mr. Pruitt also has extensive experience in financial matters as a certified public accountant and as a former managing partner of an accounting firm.

Mr. Prussky was a director and chair of the Audit Committee of CoolBrands. He was an original director of the predecessor to CoolBrands, Yogen Fruz World-Wide Inc. Mr. Prussky served as an investment banker for Patica Securities Limited from August 2002 to January 2012.

Mr. Prussky is an experienced director of public companies with the skills necessary to serve as director. He has helped build numerous public and private entities from the early stages to significant operating entities.

The Board is committed to sound corporate governance principles and practices. The Board’s core principles of corporate governance are set forth in the Swisher Hygiene Corporate Governance Principles (the “Principles”). In order to clearly set forth our commitment to conduct our operations in accordance with our high standards of business ethics and applicable laws and regulations, the Board also adopted a Code of Business Conduct and Ethics (“Code of Ethics”), which is applicable to all directors, officers, and employees. A copy of the Code of Ethics and the Principles are available on our corporate website at www.swisherhygiene.com.www.swsh.com. You also may obtain a printed copy of the Code of Ethics and Principles by sending a written request to: Investor Relations, Swisher Hygiene Inc., 4725 Piedmont Row Drive, Suite 400, Charlotte, North Carolina 28210.

The business and affairs of the company are managed by or under the direction of the Board. Pursuant to our bylaws, the Board may establish one or more committees of the Board, however designated, and delegate to any such committee the full power of the Board, to the fullest extent permitted by law.

The Board intends to have regularly scheduled meetings and at such meetings our independent directors will meet in executive session.

Our directors are expected to attend our Annual Meeting of Stockholders. Any director who is unable to attend our Annual Meeting is expected to notify the Chairman of the Board in advance of the Annual Meeting. Each person who was then serving as a director attended the 20112013 Annual Meeting of Stockholders. WeStockholders, except for Senator David Braley, Governor John Ellis Bush, Mr. Harris W. Hudson and Mr. H. Wayne Huizenga.  Senator Braley, Governor Bush and Mr. Huizenga did not hold an annual meeting of stockholders during 2012.  Thestand for re-election to the Company's Board at the 2013 Annual Meeting will serve as a combined annual meeting of stockholders for both 2012 and 2013.Meeting.

Pursuant to our bylaws, the Board may establish one or more committees of the Board, however designated, and delegate to any such committee the full power of the Board, to the fullest extent permitted by law.

The Board has no policy regarding the need to separate or combine the offices of Chairman of the Board and Chief Executive Officer and instead the Board remains free to make this determination from time to time in a manner that seems most appropriate for the Company. Currently, the positions of Chairman and Chief Executive Officer are separate at Swisher Hygiene. Mr. HuizengaHandley serves as our Chairman and Thomas C. ByrneWilliam M. Pierce serves as our President and Chief Executive Officer. Following the Annual Meeting, it is expected Mr. Handley will serve as our Chairman. At this time, the Board believes that this segregation avoids conflicts that may arise as the result of combining the roles, and effectively maintains independent oversight of management.

The Board is actively involved in the oversight and management of risks that could affect the Company. This oversight and management is conducted primarily through the committees of the Board identified above but the full Board has retained responsibility for general oversight of risks. The Audit Committee is primarily responsible for overseeing the risk management function, specifically with respect to management’s assessment of risk exposures (including risks related to liquidity, credit, and operations and regulatory compliance, among others), and the processes in place to monitor and control such exposures. The other committees of the Board consider the risks within their areas of responsibility. The Board satisfies its oversight responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company.

The Board has determined that the following current non-employee directors and director nominees are “independent” in accordance with the NASDAQ rules and Canadian securities laws and have no material relationship with the Company, except as a director and a stockholder of the Company: Senator Braley; Governor Bush;Mr. Burke; Mr. Handley; Mr. Hudson; Mr. Pierce; Mr. Pruitt; and Mr. Prussky. In determining the independence of each of the current non-employee directors and director nominees, the Board considered the relationships described under “Related Party Transactions.”

In each case, the relationships did not violate NASDAQ listing standards or our Principles, and the Board concluded that such relationships would not impair the independence of our non-employee directors.

During 2012,2013, our Compensation Committee was comprised of the following members: Mr. Hudson, Chairman, Governor Bush, and Mr. Pruitt. NoneNeither of these Committee members havehas ever been an officer or employee of Swisher Hygiene or any of our subsidiaries and none of our executive officers hashave served on the compensation committee or board of directors of any company of which any of our other directors is an executive officer.

As set forth in the Audit Committee Charter, our Audit Committee must approve all transactions with related persons as described in Item 404 of Regulation S-K under the Exchange Act. The following is a summary of agreements or transactions with parties related to our directors, executive officers, or us since January 1, 2012. For a discussion of the Separation Agreement with Hugh Cooper, the Company's former Senior Vice President and Treasurer, see the "Potential Payments upon Termination or Change-In-Control" section.2013.

On October 23, 2012, Swisher International, Inc., one of our wholly-owned subsidiaries, its subsidiaries and affiliated companies entered into a Consulting Agreement and Release with Steven R. Berrard, one of our directors and our former President and Chief Executive Officer, effective as of August 18, 2012 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Berrard will provideprovided the following services to the Company: (i) reasonable assistance in our defense of certain legal and/or administrative claims and proceedings; (ii) reasonable assistance in effecting and closing the sale of our Waste Segment; (iii) reasonable assistance in the management of our banking and investing relationships; and (iv) reasonable assistance in connection with our insurance program. Mr. Berrard will reportreported to the Chairman of the Board of the Company or the Chairman’s designee.

For the fiscal year ended December 31, 2012,2013, we paid $109,193$69,124 for training course development and utilization of the delivery platform from CertiLearn, Inc., the majority of which is owned by New River Capital Partners a company owned by Messrs. Berrard, Byrne and Aucamp.  Mr. Byrne is the President and Chief Executive OfficerBerrard served as a director of the Company. Mr.Company from 2010 to 2014.  Messrs. Byrne and Aucamp is Executive Vice President and Secretaryserved as executive officers of the Company.Company from 2010 to 2014.  From January 1, 20132014 through April 30, 2013,March 21, 2014, we paid $10,000$23,351 to CertiLearn, Inc. for training course development and utilization of the delivery platform.

On September 27, 2012, we entered into a certain Interim Services Agreement (the “Services“Interim Services Agreement”), effective September 24, 2012, with The SCA Group, LLC ("SCA Group"(the “SCA Group”) pursuant to which the SCA Group agreed to provide the Company with the services of William T. Nanovsky as the Company’s Interim Senior Vice President and Chief Financial Officer for consideration of up to $50,000 per month, plus reimbursement of certain expenses. Mr. Nanovsky is a founding partner of the SCA Group. The Services Agreement may be terminated by the Company or SCA Group at any time upon written notice to the other party. During 2012, we paid the SCA Group $141,750 and a security deposit of $25,000. From January 1, 2013 to April 30, 2013, we paid SCA Group $165,750. No payments were made directly to Mr. Nanovsky during 2012.  The Interim Services Agreement was replaced with the Executive Services Agreement, described below.

On June 11, 2013, the Company entered into an Executive Services Agreement with the SCA Group, effective June 9, 2013, in connection with the services provided by William T. Nanovsky as Senior Vice President and Chief Financial Officer of the Company (the “Executive Services Agreement”).  Pursuant to the Executive Services Agreement, the Company will pay the SCA Group a bi-weekly fee of $1,153.85 and Mr. Nanovsky a bi-weekly salary of $10,384.61, such amounts may increase on an annual basis consistent with the Company’s policy as it applies to its senior management.  Mr. Nanovsky will participate in the Company’s bonus program, as it applies to senior management, with a bonus target of 50% of the payments to the SCA Group and Mr. Nanovsky.  Any bonus will be paid 10% to SCA Group and 90% to Mr. Nanovsky.  Mr. Nanovsky receives his compensation fromwill remain a partner of SCA Group.  During 2013, we paid the SCA Group an aggregate of $294,404 pursuant to the Interim Services Agreement and Executive Services Agreement.  From January 1, 2014 through March 21, 2014, we paid the SCA Group $6,924 pursuant to the Executive Services Agreement.

Stockholders may communicate with the Company through its Investor Relations Department by writing to Investor Relations, Swisher Hygiene Inc., 4725 Piedmont Row Drive, Suite 400, Charlotte, North Carolina 28210.

As more specifically provided in our by-laws, no business may be brought before an Annual Meeting unless it is specified in the notice of the Annual Meeting or is otherwise brought before the Annual Meeting by or at the direction of our Board or by a stockholder entitled to vote who has delivered proper notice to us not less than 90 days nor more than 120 days before the first anniversary of the preceding year’s Annual Meeting. Accordingly, any stockholder proposal to be considered at the 20142015 Annual Meeting of Stockholders, including nominations of persons for election to our Board, generally must be properly submitted to us not earlier than February 5, 2014January 15, 2015 nor later than March 7, 2014.February 14, 2015. Detailed information for submitting stockholder proposals or nominations of director candidates will be provided upon written request to the Secretary of Swisher Hygiene Inc., 4725 Piedmont Row Drive, Suite 400, Charlotte, North Carolina 28210.

These requirements are separate from the Securities and Exchange Commission’s requirements that a stockholder must meet in order to have a stockholder proposal included in our proxy statement for the 20142015 Annual Meeting of Stockholders. Stockholders interested in submitting a proposal for inclusion in our proxy materials for the 20142015 Annual Meeting of Stockholders may do so by following the procedures set forth in Rule 14a-8 under the Exchange Act. To be eligible for inclusion in such proxy materials, stockholder proposals must be received by our Secretary not later than January 6,December 15, 2014.

The Nominating and Corporate Governance Committee has established a policy pursuant to which it considers director candidates recommended by our stockholders. All director candidates recommended by our stockholders are considered for selection to the Board on the same basis as if such candidates were recommended by one or more of our directors or other persons. To recommend a director candidate for consideration by our Nominating and Corporate Governance Committee, a stockholder must submit the recommendation in writing to our Corporate Secretary not later than 120 calendar days prior to the anniversary date of our proxy statement distributed to our stockholders in connection with our previous year’s annual meeting of stockholders, and the recommendation must provide the following information: (i) the name of the stockholder making the recommendation; (ii) the name of the candidate; (iii) the candidate’s resume or a listing of his or her qualifications to be a director; (iv) the proposed candidate’s written consent to being named as a nominee and to serving as one of our directors if elected; and (v) a description of all relationships, arrangements, or understandings, if any, between the proposed candidate and the recommending stockholder and between the proposed candidate and us so that the candidate’s independence may be assessed. The stockholder or the director candidate also must provide any additional information requested by our Nominating and Corporate Governance Committee to assist the Committee in appropriately evaluating the candidate.

The Compensation Committee of the Company has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and, based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.2013.

The following table sets forth certain summary information concerning compensation earned by, and paid to, the named executive officers for 2013, 2012, 2011, and 2010.2011.

The following table sets forth certain information concerning grants of awards to the named executive officers in the fiscal year ended December 31, 2012.2013.

The following table sets forth certain information regarding equity-based awards held by the named executive officers as of December 31, 2012.2013.

The following table provides information concerning vesting of restricted stock units held by the named executive officers during 2012.2013.

During 2012, the named executive officers did not have2013, we entered into employment agreements with usMr. Byrne and were all employed onMr. Pierce, and we entered into an “at will” basis, except for Mr. Kipp. During 2012, we did not have arrangementsExecutive Services Agreement with any of our named executive officers providing for additional benefits or paymentsthe SCA Group in connection with a termination of employment, change in job responsibility, or a change-in-control, except for Messrs. Kipp and Cooper.

On October 16, 2013, the Company entered into an employment agreement with William M. Pierce, effective as of September 16, 2013 (the "Pierce Agreement"), relating to his service as Chief Executive Officer (the “Agreement”).of the Company.  The Pierce Agreement expired 24 months fromhas a term of one year and may be renewed annually upon the Effective Dateconsent of both Mr. Pierce and the Company.  Also, the Pierce Agreement may be terminated at any time by the Company or Mr. Pierce, provided forthe terminating party gives the other party written notice of such termination at least 30 days in advance.  Pursuant to the Pierce Agreement, Mr. Pierce will receive an annual base salary in the amount of $220,000, which may be reviewed annually and adjusted$150,000 payable in regular installments in accordance with the Company’s general payroll practices. Mr. Pierce is also eligible to earn an annual bonus in an amount determined by the Compensation Committee orof the Board, based upon achieving performance metrics and strategic goals established by the Board. In addition, the Company will reimburse Mr. Pierce for any reasonable out-of-pocket business expenses incurred in connection with his performance as Chief Executive Officer,Officer. The Company will also reimburse Mr. Pierce for the costs associated with the lease of an apartment in Charlotte, North Carolina and for the cost of weekly, round-trip air travel between Charlotte, North Carolina and Fort Lauderdale, Florida.

If Mr. Pierce’s employment is terminated by (i) the Company without Cause (as defined in the Pierce Agreement) or (ii) Mr. Pierce for Good Reason (as defined in the Pierce Agreement), then (A) the Pierce Agreement will be deemed to have terminated as appropriate. Duringof the date Mr. Pierce ceases to be employed by the Company, (B) Mr. Pierce will be entitled to continue to receive his then base salary from the Company for the remainder of the term of the Agreement, Mr. Kipp was eligible to participate(which, in the case of base salary, will be paid in arrears in accordance with the Company’s Stock Incentive Plangeneral payroll practices, over the applicable period commencing on the date of such termination and Performance Incentive Plan.subject to withholding and other appropriate deductions), (C) Mr. Kipp was also eligiblePierce shall be entitled to participatereceive any bonus that has been awarded to Mr. Pierce by the Board but has not yet been paid by the Company, subject to withholding and other appropriate deductions and (D) Mr. Pierce shall be entitled to reimbursement of any unreimbursed expenses.  As a condition to receiving such payments, Mr. Pierce will sign and deliver to the Company a release in the Company’s health plan and 401(k) plan and to receive such other benefits as are available to our employees of comparable rank.form mutually agreed by the parties.

Under the terms of the Agreement,If Mr. Kipp could have beenPierce’s employment is terminated by the Company with or without “Cause”for Cause (as such term is defined in below)the Pierce Agreement) or by Mr. Pierce without Good Reason (as defined in the Pierce Agreement), with such termination being effective upon written notice fromthen (i) the Company. IfPierce Agreement will be deemed to have terminated as of the date Mr. Kipp was terminated for Cause, he or his legal representatives would have beenPierce ceases to be employed by the Company, (ii) Mr. Pierce shall be entitled to receive that portion of his unpaidbase salary prorated through the date of such termination, subject to withholding and the Companyother appropriate deductions, and (iii) Mr. Pierce shall have no further obligationsbe entitled to Mr. Kipp under the Agreement. In particular, upon termination for Cause, the Company shall have no obligation to pay Employeereimbursement of any unpaid awards under the Company’s Performance Incentive Plan or other bonus plan of the Company in which Mr. Kipp then participates that has not become due or payable at the time of the termination and any unvested or unexercised equity awards under the Stock Incentive Plan or any other Company equity plan will immediately be cancelled, except as required by law or any applicable plan. Mr. Kipp’s resignation (other than in connection with a Change in Control as described below) or any other termination of employment by Mr. Kipp, either expressly or by abandonment, was considered a termination for Cause.

If Mr. Kipp was terminatedPierce’s employment by the Company without Cause, he wouldis terminated due to Mr. Pierce’s death or Disability (as defined in the Pierce Agreement), then (A) the Pierce Agreement will be deemed to have beenterminated as of the date Mr. Pierce ceases to be employed by the Company, (B) Mr. Pierce will be entitled to continue to receive (i) continued payment of his base salary for a period of twelve (12) months following the date of termination or through the endremainder of the term, of the agreement, whichever is greater, or for a period of fifteen months (or through the end of the term of the agreement, whichever is greater) if at such timesubject to withholding and other appropriate deductions, (C) Mr. Kipp is a full-time resident of Mecklenburg County, North Carolina, or any of the bordering counties and (ii) any unpaid bonus then due and payable to Mr. Kipp pursuant to the terms of the Performance Incentive Plan or any other bonus plan of the Company in which Mr. Kipp participates.

On November 15, 2012, Swisher International Inc., a wholly-owned subsidiary ofOctober 16, 2013, the Company its parent, subsidiaries and affiliated companies, entered into a Separation Agreement and Releasean employment agreement with Hugh Cooper, SeniorThomas C. Byrne, effective as of September 16, 2013 (the "Byrne Agreement"), relating to his service as Executive Vice President of the Company (the “Separation Agreement”).Company.  Pursuant to the SeparationByrne Agreement, Mr. Cooper’s separation from the Company was effective November 9, 2012 and SwisherByrne will pay Mr. Cooper severancereceive an annual base salary in the amount of $225,000, less required deductions for taxes, over$300,000 payable in regular installments in accordance with the Company’s general payroll practices. Mr. Byrne is also eligible to earn a periodbonus up to an aggregate amount of 52 weeks at a rate of $8,853.85 bi-weekly. Swisher$400,000 based upon performance or operational milestones as established by the Board or the Compensation Committee. In addition, the Company will also reimburse Mr. Cooper $1,120 per month (orByrne for any reasonable out-of-pocket business expenses incurred in connection with his performance as Executive Vice President.

The Byrne Agreement will terminate no later than September 16, 2015, but may be terminated at any time by the premium for employee plus spouse coverageCompany or Mr. Byrne, provided the terminating party gives the other party written notice of such termination at least 30 days in advance.

If Mr. Byrne’s employment by the Company is terminated by (i) the Company without Cause (as defined in the event the premium amounts change during the separation payout period)Byrne Agreement) or (ii) Mr. Byrne for Good Reason (as defined in the eventByrne Agreement), then (A) the Byrne Agreement will be deemed to be terminated as of the date Mr. Byrne ceases to be employed by the Company, (B) Mr. Byrne will be entitled to continue to receive his then base salary from the Company for the remainder of the term, followed by an amount equal to one year of his base salary amount ("Severance Amount") (which, in the case of both the base salary and the Severance Amount, shall be paid in arrears in accordance with the Company’s general payroll practices, over the applicable period commencing on the date of such termination and subject to withholding and other appropriate deductions), (C) Mr. Byrne shall be entitled to receive any bonus that has been awarded to him by the Board but has not yet been paid by the Company, subject to withholding and other appropriate deductions and (D) Mr. Cooper electsByrne shall be entitled to reimbursement of any unreimbursed expenses.  As a condition to receiving such payments relating to periods following the date of such termination, Mr. Byrne shall sign and remains covereddeliver to the Company a release in the form mutually agreed by COBRAthe parties.

If Mr. Byrne’s employment is terminated by the Company for aCause, then (i) the Byrne Agreement shall be deemed to be terminated as of the date Mr. Byrne ceases to be employed by the Company, (ii) Mr. Byrne shall be entitled to receive his base salary through the date of such termination, subject to withholding and other appropriate deductions and (iii) Mr. Byrne shall be entitled to reimbursement of any unreimbursed expenses.

If Mr. Byrne’s employment is terminated by him without Good Reason, then (i) the Byrne Agreement shall be deemed to be terminated as of the date Mr. Byrne ceases to be employed by the Company, (ii) Mr. Byrne will be entitled to receive his base salary through the date of such termination subject to withholding and other appropriate deductions, (iii) Mr. Byrne will be entitled to receive the Severance Amount (which shall be paid in arrears in accordance with the Company's normal payroll practices over the applicable one (1) year period commencing the date of upsuch termination and subject to 52 weeks from November 9, 2012. During 2012,withholding and the appropriate deductions) and (iv) Mr. Cooper received $27,513 in severance and $1,551Byrne shall be entitled to reimbursement of COBRA reimbursements pursuantany unreimbursed expenses.

If Mr. Byrne’s employment by the Company is terminated due to his Separation Agreement.death or Disability (as defined in the Byrne Agreement), then (A) the Byrne Agreement will be deemed to be terminated as of the date Mr. Byrne ceases to be employed by the Company, (B) Mr. Byrne will be entitled to continue to receive his base salary through the remainder of the term, subject to withholding and any other appropriate deductions, (C) Mr. Byrne shall be entitled to receive any bonus that has been awarded to him by the Board but has not yet been paid by the Company, subject to withholding and other appropriate deductions, (D) Mr. Byrne shall be entitled to receive the Severance Amount paid in arrears in accordance with the Company's general payroll practices, commencing with the pay period immediately following the final payment of his base salary, and (E) Mr. Byrne will be entitled to reimbursement of any unreimbursed expenses.

The Separation Agreement also includes standard provisions relatingfollowing table shows amounts that would be payable to confidentialityMr. Pierce and nondisparagement.Mr. Byrne if their employment was terminated without Cause or for Good Reason.

Director compensation for our non-employee directors is as follows:

Fees not designated to be paid in restricted stock units may be accepted as cash or restricted stock units at the director’s discretion.  Also, non-employee directors are reimbursed for reasonable expenses in connection with their service on the Board of Directors.