Notice of Annual Meeting of Shareholders of

WEIS MARKETS, INC.

To Be Held On

APRIL 26, 201223, 2015

TO OUR SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the 20122015 Annual Meeting of the Shareholders (the “Annual Meeting”) of Weis Markets, Inc. (the "Company"), will be held on Thursday, April 26, 2012,23, 2015, at 10:00 a.m., Eastern Daylight Time, at the principal executive offices of the Company, 1000 South Second Street,  Sunbury,  Pennsylvania 17801, for the following purposes:

The Board of Directors has fixed the close of business on March 2, 2012,6, 2015, as the record date for the Annual Meeting.  Only holders of shares of Common Stock of record at that time will be entitled to receive notice and vote at the Annual Meeting, and may vote by proxy (i) on the Internet, (ii) by telephone or (iii) by signing and dating a proxy card and returning it to the Company.

This summary is qualified in its entirety by the detailed information contained within the Proxy Statement.

Important Notice Regarding Availability of Proxy Materials for Weis Markets, Inc.

Annual Meeting of Shareholders to be Held on April 26, 201223, 2015

This Proxy Statement, the form of proxy card, the Notice and the Company’s Annual Report on Form 10-K are available at http://www.weismarkets.com/financial.html.

By Order of the Board of Directors,

Harold G. Graber

Secretary

March 15, 201212, 2015

Sunbury,  Pennsylvania

WEIS MARKETS, INC.

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement is being furnished to all shareholders of record as of March 2, 2012,6, 2015, the record date of the Company, in connection with the solicitation of proxies by the Board of Directors (the “Board”) for use at the 20122015 Annual Meeting.   The Annual Meeting will be held on Thursday, April 26, 2012,23, 2015, at 10:00 a.m. Eastern Daylight Time, at the principal executive offices of the Company, 1000 South Second Street,  Sunbury, Pennsylvania 17801.

INFORMATION CONCERNING THE SOLICITATION

The Company is sending an “Important Notice of Availability of Proxy Materials for the Annual Meeting of Shareholders of Weis Markets, Inc.” (the “Notice”) to its shareholders on or about March 15, 2012.12, 2015.  The Company is providing access to its proxy materials over the Internet under rules adopted by the Securities and Exchange Commission (the “SEC”) in 2007..  All shareholders have the ability to access the proxy materials on the website identified in the Notice or to request a printed copy of proxy materials.  The Notice provides instructions on how to access the proxy materials over the Internet, and how to request a printed copy of the proxy materials.  This Proxy Statement, the form of proxy card, the Notice and the Company’s Annual Report on Form 10-K are available at http://www.weismarkets.com/financial.html.

Subject to the conditions hereinafter set forth, the shares represented by each proxy executed will be voted at the Annual Meeting, or any adjournments or postponements thereof, in accordance with the specifications therein made.  Where there is no contrary choice specified, the proxy will be voted "FOR" each of the proposals as therein specified.

An executed proxy may be revoked by the person signing the same at any time before the authority thereby granted is exercised.  The revocation may be exercised at any time before the Annual Meeting by indicating the revocation in writing.  This revocation should be directed to the Judge of Elections, Weis Markets, Inc., 1000 South Second Street,  Sunbury, Pennsylvania 17801.  The proxy may also be revoked by voting in person at the Annual Meeting or by submitting a new proxy with a later date including a proxy given over the Internet or by telephone.

The Company has adopted a procedure called “householding,” which the SEC has approved. Under this procedure, the Company is delivering a single copy of the Notice and, if applicable, this Proxy Statement and the Annual Report on Form 10-K to multiple shareholders who share the same address unless the Company has received contrary instructions from one or more of the shareholders.  This procedure reduces the Company’s printing costs, mailing costs and fees.  Shareholders who participate in householding will continue to be able to access and receive separate proxy cards.  Upon written or oral request, the Company will deliver promptly a separate copy of the Notice and, if applicable, this Proxy Statement and the Annual Report on Form 10-K to any shareholder at a shared address to which the Company delivered a single copy of any of these documents.  To receive a separate copy of the Notice and, if applicable, this Proxy Statement or the Annual Report on Form 10-K, shareholders may write the Company at its address set forth on page 1, by telephoning 1-866-999-WEIS (9347), or via email at financial_reports@weismarkets.com.

VOTING SECURITIES, RECORD DATE AND VOTING RIGHTS

As of March 2, 2012,6, 2015, the record date for the Annual Meeting, the number of outstanding shares of Common Stock was 26,898,443.  The presence, in person or by proxy, of at least 13,449,222 shares will constitute a quorum.

Only holders of Common Stock of the Company of record at the close of business on March 2, 20126, 2015 will be entitled to notice of and to vote on all matters at the Annual Meeting and at any adjournment thereof.  Each holder of Common Stock will be entitled to one vote for each share of stock so held and to cumulative voting rights in the election of directors.  Under cumulative voting, a shareholder, or the shareholder’s proxies, may vote the number of shares of stock owned by the shareholder for as many persons as there are directors to be elected, or may cumulate such votes and give to one or distribute among two or more nominees as many votes as shall equalmultiplied by the number of directors to be elected, multipliedand the shareholder may cast all of such votes for a single director nominee or distribute them among two or more director nominees.  If you wish to cumulate your votes, you must vote by using a proxy card rather than voting by telephone or the number of the shareholder’s shares of stock.Internet.

Directors are elected by a plurality vote of all votes cast at the Annual Meeting.  The ratification of the appointment of the independent registered public accounting firm (“independent auditors”) requires the affirmative vote of a majority of all votes cast at the Annual Meeting.  Abstentions and broker “non-votes” will be treated as present for purposes of determining a quorum, but will not affect the election of directors or other matters submitted to the vote of shareholders.  A broker “non-vote” occurs when a shareholder has not provided voting instructions to its broker for a non-routine item because the New York Stock Exchange (“NYSE”) precludes brokers from giving a proxy to vote on a non-routine item.  The election of directors (Proposal No. 1), is a non-routine item under the NYSE rules.  The ratification of the independent auditors (Proposal No. 2) is a routine matter.

The Company’s by-laws specify that notice of any matter to be brought before an annual meeting by a shareholder must be received at the principal executive offices of the Company no later than the notice deadline described under the caption “Shareholders’ Proposals for Next Annual Meeting.”  Management does not intend to bring any other matters before the Annual Meeting, and does not know of any other matter that is eligible for action at the Annual Meeting.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Company believes that the proposed nominees for election as directors are willing to be elected as such, and it is intended that the persons named in the accompanying form of proxy or their substitutes will vote for the election of these nominees, unless specifically instructed to the contrary on the form of proxy.  However, if any nominee, at the time of the election, is unable or unwilling to serve, or is otherwise unavailable for election, and in consequence other nominees are designated, the persons named in the proxy or their substitutes shall have discretion or authority to vote or refrain from voting in accordance with their judgment on the other nominees.

The Company requires its directors to possess the experience and skills necessary to oversee the management of the Company in the interest of the Company and its shareholders.The Board will consider for nomination a candidate who:

When considering a person to be recommended for re-nomination as a director, the Board will consider, among other factors, the attendance, preparedness, participation and candor of the individual as well as the individual’s satisfaction of the above-mentioned criteria.  The Board believes the current Board members meet these criteria to effectively serve the Company.  The description of each nominee set forth below includes biographical information, on a director by director basis, which highlights the specific experience, background and education of each nominee that led the Board to conclude each director should serve on the Board.

The Board recommends a vote “FOR” the election of the nominees named below, each of whom has consented to be named as a nominee and to serve if elected.  All of the nominees were elected to the Board at the 20112014 Annual Meeting.  The following table and accompanying footnotes set forth information about each Board nominee as of March 1, 2011:6, 2015:

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Base Salary:The base salary component of the executive compensation program provides the foundation for a fair and competitive compensation package.  Although the Compensation Committee generally intends to set compensation for Named Officers at the 75th percentile of compensation paid to similarly situated executives, the Compensation Committee has the discretion to deviate from the 75th percentile of the compensation surveys as it may determine in its discretion.  The determination of base salaries is generally independent of the decisions regarding other elements of compensation, but some of the other elements of the compensation program are dependent on base salary, to the extent they are expressed as percentages of base salary.  In setting base salaries, the Compensation Committee considers each Named Officers' job responsibilities, value-added contributions to the Company and tenure.

Based on consideration of the criteria discussed above and the overall financial and operational success of the Company, the Compensation Committee approved a 6.0%3.0% increase in base salary for the Chairman, Mr. Robert F. Weis in fiscal 2011. The2014.   Mr. Jonathan H. Weis was promoted from Vice Chairman to Vice Chairman, President and Chief Executive Officer in February 2014.  In connection with his promotion, the Compensation Committee approved a 3.4%17.6% increase in base salary for the Vice Chairman, Mr. Jonathan H. Weis.salary.  The Chairman and Vice Chairman, President and Chief Executive Officer base salaries were at 88.4%86.7% and 98.8%98.1%, respectively, of the 75% base salary quartile for similarly situated executives.  Upon Mr. Kurt A. Schertle’s promotion to Chief Operating Officer in March 2014, the Compensation Committee approved a 5.6% increase in base salary.  The base salary of the Chief Operating Officer is at 76.3% of the 75% base salary quartile for similarly situated executives.  The Compensation Committee approved a 3.3%10.4% and 12.6% increase in base salary for the CEO,Senior Vice President, Chief Financial Officer and Treasurer, Mr. David J. Hepfinger,Scott F. Frost, and the Senior Vice President of Real Estate and Development, Mr. Harold G. Graber, respectively, in fiscal 2011.2014.  The base salary for the CEO was 89.9%salaries of Messrs. Frost and Graber were at 76.2% and 70.0%, respectively, of the 75% base salary quartile for similarly situated executives. The Compensation Committee approved an 11.0% increase in base salary for the CFO, Mr. Scott F. Frost, in fiscal 2011. The CFO now earns 61.5% of the 75% quartile for similarly situated executives. The Compensation Committee approved an 8.0% increase in base salary as of February 2011 and a 22.0% increase in base salary as of June 2011 for the Senior Vice President of Sales and Merchandising (“SVP”), Mr. Kurt A. Schertle. The SVP now earns 77.8% of the 75% quartile for similarly situated executives.

Non-Equity Incentive Plan:Since 2002, the Company's executive compensation program includes an annual non-equity incentive plan designed to reward certain key employees, including the Named Officers, for meeting specific financial objectives.  The Compensation Committee administers the non-equity incentive plan for management to provide the short-term incentive compensation element of the executive compensation program.  This short-term incentive is a cash-based performance incentive program designed to motivate and reward key employees for their contributions to factors and business goals that the Company believes drive its earnings and create shareholder value.  Incentive payout targets are established by job level within the Company as a percentage of base salary, and actual payouts are based on achievement of budgeted sales and operating profitincome targets as approved by the Board annually.  Prior to implementation of this non-equity incentive plan in 2002, the Compensation Committee hired an independent compensation consulting firm to provide guidance on the basic plan structure.  In 2009, consultants were2014, Towers Watson was utilized to evaluate the competiveness of the current non-equity incentive plan as compared to the market place and recommended changes ofto the plan, which the Board approved.  The changes to the plan included (i) adjusting the financial test percentages from 40% based upon budgeted sales and 60% based upon budgeted operating income to 30% and 70%, respectively, (ii) adjusting the applicable percentages for threshold, target and maximum metric hurdles, (iii) using interpolation rather than cliff vesting and (iv) adjusting the target and maximum percentages that the Named Officers can earn under the plan.  Actual non-equity incentive plan compensation amounts earned by the Named Officers are reflected in the “Summary Compensation Table” for the year earned.  The amounts which each Named Officer could have earned for fiscal 20112014 based on performance at the threshold, target and maximum levels are shown in the “Grants of Plan-Based Awards” table below.

The Chairman, Vice Chairman, CEO, CFOMr. Robert F. Weis, Mr. Jonathan H. Weis, Mr. Schertle, Mr. Frost and SVPMr. Graber can earn up to 130%150%, 104%180%, 104%112.5%, 52%60% and 52%60%, respectively, of their base salary in the non-equity incentive plan.  The incentive targets for the Chairman, Vice Chairman, CEO, CFOMr. Robert F. Weis, Mr. Jonathan H. Weis, Mr. Schertle, Mr. Frost and SVPMr. Graber are 100%, 80%120%, 80%75%, 40% and 40%, respectively, of their base salary.  For fiscal 2011, 40%2014, 30% of the incentive award was based upon achievement of the budgeted total Company sales and 60%70% of the incentive award was based upon achievement of the budgeted total Company operating profitincome for the Named Officers.  Company operating profitincome was defined as the U.S. GAAP “Operating Income” for the ChairmanIncome.”  Threshold, target and Vice Chairman. For the CEO, CFO and SVP, Company operating profit was defined as the U.S. GAAP “Operating Income” excluding the expense associated with the Vice Chairman Incentive Award Plan. Threshold and targetmaximum hurdles were established for the budgeted sales category, which allowed each Named Officer to earn 25%0%, 100% and 100%150%, respectively, of his total incentive award for achieving the specified results within the sales category.  Threshold, target and maximum hurdles were established for the operating profitincome category, which allowed each Named Officer to earn 25%0%, 100% and 150%, respectively, of his total incentive award for achieving the specified results within the operating profitincome category. The operating profit category target hurdle must be met before the sales category incentive award is earned under the plan.  For achieving 97% through 100%103% of the budgeted sales target, the Named Officers can earn 25%0% to 100%150% of the sales incentive award.  For achieving 97%95% through 118%110% of the budgeted operating profit,income, the Named Officers can earn 25%0% to 150% of the operating profitincome incentive award.  The threshold, target and targetmaximum hurdles for sales in fiscal 20112014 were equal to a sales result of $2.6$2.7 billion, $2.8 billion and $2.7$2.9 billion, respectively.  The threshold, target and maximum hurdles for the operating profitincome in fiscal 20112014 were equal to an operating profitincome result of $105.7$81.7 million, $108.9$86.0 million and $128.5$94.6 million, respectively.  The Company achieved 101.3%99.48% of the total budgeted sales earning the Named Officers 40%24.82% of their incentive targets (40% Sales(30% sales multiplied by 100% Achieved)82.73% achieved).  The Company achieved 105.6%98.40% of total budgeted operating profit,income, earning the Chairman and Vice Chairman 69%Named Officers 47.65% of their incentive targets (60% Profit(70% operating income multiplied by 115% Achieved)68.08% achieved).  The Company achieved 106.3% of total budgeted operating profit, excluding the expense associated with the Vice Chairman Incentive Award Plan, earning the CEO, CFO and SVP 72% of their incentive targets (60% Profit multiplied by 120% Achieved). The Chairman and Vice ChairmanNamed Officers earned 109.0%72.47% of their total incentive targets in fiscal 2011 (40% Sales2014 (24.82% sales plus 69% Profit)47.65% operating income) based upon total Company performance;performance.  In 2013, none of the CEO, CFO and SVP earned 112.0% of their total incentiveminimum targets in fiscal 2011 (40% Sales plus 72% Profit) compared tounder the 79.0% of their total incentive targets earned in fiscal 2010.plan were met.

Retirement Plans:The Company has a contributory retirement savings plan, the Weis Markets, Inc. Retirement Savings Plan, covering substantially all full-time associates.  The Company had a noncontributory profit-sharing plan, the Weis Markets, Inc. Profit Sharing Plan, covering eligible associates which included certain salaried associates, store management and administrative support personnel.  Effective December 1, 2009, the Weis Markets, Inc. Profit Sharing Plan was merged into the Weis Markets, Inc. Retirement Savings Plan (“the Plan”).  Both plans are qualified defined contribution plans.  The Named Officers along with other highly compensated employees have limited participation in the 401(k) portion of the Plan and are excluded from participationreceiving contributions in the profit sharing portion of the Plan because ofonce their annual earnings exceed the limitations imposed by the Internal Revenue Code and the Regulations implemented by the Internal Revenue Service.Service for highly compensated employees.  A few of the Named Officers continue to possess an investment account in the profit sharing portion of the Plan, resulting from their tenure with the Company prior to becoming a highly compensated employee. 

As of December 31, 2006, the Weis Markets, Inc. Employee Stock Bonus Plan (“ESBP”) was terminated, and subsequently all plan assets were distributed to participants or beneficiaries by December 31, 2009.

Supplemental Executive Retirement Plan: Company contributions normally made to the qualified plans for the Named Officers are credited instead to the SERP, an unfunded, nonqualified deferred compensation plan.  The SERP account for each Named Officer is credited annually with the amount, if any, that would have been allocated to the participant’s qualified plans if he had not been excluded from participation in these qualified plans.  Although the SERP is primarily a replacement retirement plan, the Compensation Committee may at any time recommend to the Board discretionary amounts to be credited to the account(s) of one or more SERP participants.  Substantial risk of benefit forfeiture does exist for participants in the SERP.  Effective August 1, 2009,The SERP provides the SERP was revised to reflectparticipant with the participant’s ability to direct his or her investments.investments into one or more of the investment options made available through the plan.

Contributions to the SERP are determined in the same manner as contributions to participants in the Company’s qualified plans except for discretionary contributions.  Contribution allocations and earnings for the fourthree components of the SERP are computed as follows:

The investment funds made available to the participants are managed by independent investment advisors.  For more information regarding the Company’s retirement plans, please refer to the “Pension Benefits” and “Nonqualified Deferred Compensation” tables below and Note 6 to the Consolidated Financial Statements in the 20112014 Annual Report on Form 10-K.

Deferred Compensation Agreement: The Company maintains an unfunded, nonqualified deferred compensation agreement with Robert F. Weis for the payment of specific amounts of annual retirement benefits to him or his spouse over their lifetime, with a guaranteed payment for their actuarially computed life expectancies.  The benefits are determined through actuarial calculations dependent on the age of the recipient, as specified in the plan document, using the 1971 Group Annuity Mortality Table (Plus 5 for Males) and an assumed discount rate of 7.5%.  The benefit payable on an annual basis to Robert F. Weis would be $1,410,396$1,877,238 if he had retired as of the date of this Proxy Statement.  For more information regarding this deferred compensation agreement, refer to the  “Pension Benefits” table below and Note 6 to the Consolidated Financial Statements in the Company’s 20112014 Annual Report on Form 10-K.

Vice Chairman Incentive Award Plan:On November 3, 2011, the Compensation Committee adopted the Company’s Vice Chairman Incentive Award Plan, with retroactive effect to July 1, 2011.  The Vice Chairman Incentive Award Plan was implemented in connection with the new Employment Agreement the Company entered into with Jonathan H. Weis, Vice Chairman of the Company, on November 3, 2011, with retroactive effect to July 1, 2011.  The purposes of the Vice Chairman Incentive Award Plan are to provide a strong financial incentive each year for performance of the Company’s Vice Chairman by making a significant percentage of the Vice Chairman’s total cash compensation dependent upon the level of corporate performance attained yearly, and to encourage Vice Chairman retention.  Mr. Weis may earn a supplemental cash incentive under the Company’s Vice Chairman Incentive Award Plan.  The Vice Chairman Incentive Award consists of a retention award equal to Mr. Weis’s base salary for the fiscal year; provided, however, that foryear (although in 2011 (and only 2011), the amount of the retention award shall be $334,750was $334,750) and a profit performance award equal to the base salary for the fiscal year if the “Net Income” of the Company increases by 5% or more from the “Net Income” of the previous fiscal year; provided, however, that foryear (although in 2011 (and only 2011) the amount of the profit performance award shall be $334,750.was $334,750).  “Net Income” is defined as the “Net Income”net income as set forth in the Company’s consolidatedConsolidated Statements of Income, as contained in the audited financial statements of income; provided, however, thatthe Company in the Forms 10-K filed by the Company, but in comparing the Net Income for a particular fiscal year (“Current(the “Current Year”) to the Net Income of the prior fiscal year (“Prior(the “Prior Year”), the comparison shall be done on a “same store profit comparison,” meaningCompensation Committee may take into account, in an objectively determinable manner, certain changes that occur between years, including in calculating Net Income forparticular, changes that are due to the Current Year, onlyaddition or disposition of stores.  For the results of stores inpast fiscal year, the Current Year that also were in operation as of December 31 inCommittee did not make any adjustments to the Prior Year shall be included.Company’s reported net income.  The maximum amount of the Vice Chairman Incentive Award payable under the Plan in any fiscal year is limited to $1,339,000; provided, however, that for$1,339,000 (although in 2011 (and only 2011) the maximum amount of the Incentive Award shall bewas limited to $669,500.$669,500).  Although the right to receive awards under the plan are measured and determined on an annual basis, the payment of the award is contingent upon Mr. Weis’s continued employment with the Company, and no plan award will be paid until after December 31, 2016, except in the case of a termination without cause or death.  Any awards under the plan were not scheduled to be paid until after December 31, 2016.  However, in connection with appointment of the Vice Chairman Jonathan H. Weis as President and Chief Executive Officer on February 11, 2014, the Vice Chairman Incentive Award Plan for Mr. Weis was terminated and replaced with the new Chief Executive Officer Incentive Award Plan described below, and the Compensation Committee approved a current payout of any previously earned awards through December 31, 2013 under the Vice Chairman Incentive Award Plan for Mr. Weis. 

CEO Incentive Award Plan:On October 26, 2010, the Compensation Committee adopted the Company’s CEO Incentive Award Plan, with retroactive effect to January 1, 2010. The CEOChief Executive Officer Incentive Award Plan was implemented in connection with the newAmended and Restated Employment Agreement the Company entered into with David J. Hepfinger, CEO,Jonathan H. Weis, who served as Vice Chairman of the Company since 2004 and currently serves as Vice Chairman, President and Chief Executive Officer.  The Amended and Restated Employment Agreement commenced on October 26, 2010, with retroactive effect to MarchJanuary 1, 2010.2014 and continues through December 31, 2016.  The purposes of the CEOChief Executive Officer Incentive Award Plan are to provide a strong financial incentive each year for performance of the Company’s CEOChief Executive Officer by making a significant percentage of the CEO’sChief Executive Officer’s total cash compensation dependent upon the level of corporate performance attained yearly, and to encourage CEOChief Executive Officer retention.  Mr. HepfingerWeis may earn a supplemental cash incentive for each fiscal year under the Company’s CEOChief Executive Officer Incentive Award Plan. The CEO Incentive Award consistsPlan consisting of a retention award and a performance award.  The retention award is equal to Mr. Hepfinger’sWeis’s annual base salary forin effect as of the end of the fiscal year, and a profitmultiplied by 1.375.  The performance award is equal to theMr. Weis’s annual base salary forin effect as of the end of the fiscal year, ifcontingent upon the “Net Income”achievement of specified performance requirements.  One-half of the Company increases by 5% or more fromperformance award is based on the “Net Income”ratio of the previousCompany's net sales in comparison to a net sales target for a plan year. The net sales ratio has a "threshold" which must be met in order to qualify for such performance award, a "target" which is the net sales target, and a "maximum" net sales ratio upon which a performance award may be made.  For fiscal 2014, the threshold is 97% of the net sales target and the maximum is 103% of the net sales target, with 0% performance achieved at threshold, 100% performance achieved at target and 150% performance achieved at maximum, and with interpolation used to determine the performance achieved between the threshold, target and maximum levels.  One-half of the performance award is based on the ratio of the Company's Modified Return On Invested Capital (the "MROIC") in comparison to the MROIC target for a plan year.  “Net Income”The MROIC ratio has a "threshold" which must be met in order to qualify for such performance award, a "target" which is defined as the “Net Income” as set forthMROIC target, and a "maximum" MROIC ratio upon which a performance award may be made.  For fiscal 2014, the threshold is 98% of the MROIC target and the maximum is 105% of the MROIC target, with 0% performance achievement at threshold, 100% performance achieved at target and 150% performance achieved at maximum, and with interpolation used to determine the performance achieved between the threshold, target and maximum levels.  The Compensation Committee retains the right to adjust the target and related threshold and maximum levels at any time in their sole discretion.  Actual Chief Executive Officer Incentive Award Plan compensation earned by Mr. Weis for 2014 is reflected in the Company’s consolidated statements of income; provided, however, that in comparing the Net Income for a particular fiscal year (“Current Year”) to the Net Income of the prior fiscal year (“Prior Year”), the comparison shall be done on a “same store profit comparison,” meaning that in calculating Net Income“Summary Compensation Table” for the Current Year, onlyyear earned.  The amounts Mr. Weis could have earned for fiscal 2014 based on performance at the results of storesthreshold, target and maximum levels are shown in the Current Year that also were in operation as“Grants of December 31 in the Prior Year shall be included. The maximum amount of the CEO Incentive Award payable under the Plan in any fiscal year is limited to $1,500,000.Plan-Based Awards” table below.  Although the right to receive awards under the planChief Executive Officer Incentive Award Plan are measured and determined on an annual basis, the payment of the award is contingent upon Mr. Hepfinger’s continued employment with the Company and no plan award will be paid until after December 31, 2014, except in the

case of a termination without cause or death.death, no plan award will be paid to the participant until after December 31, 2016, provided that the participant remains employed as such from January 1, 2014 through December 31, 2016.

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