Note 9. Non-Recurring Charges

On July 18, 2013, the Company entered into a settlement agreement with First Manhattan in connection with a proxy contest related to the Company's 2013 Annual Meeting of Stockholders. According to the terms of the settlement agreement, more than a majority of the members of the Company's Board of Directors resigned and new members were appointed. The change in the majority of the members of the Company's Board of Directors, effective July 19, 2013, triggered certain "change of control" benefits in accordance with the Amended Agreements with certain of the Company's employees. Under the Amended Agreements, all unvested stock options held by these employees automatically vested in full and became immediately exercisable. In addition, the resignations of both the Company's Chief Executive Officer and President resulted in severance charges under the Amended Agreements. As part of the settlement agreement with First Manhattan, the Company paid the reasonable and documented expenses incurred by First Manhattan in connection with its proxy contest, which totaled approximately $2.9 million.

As part of the Company's ongoing efforts to reduce costs by eliminating expenses that are not essential to expanding the use of Qsymia, the Company implemented a cost reduction plan that reduced the Company's workforce by approximately 20 employees, or 17%, excluding the sales force, in the year ended December 31, 2013. As of December 31, 2013, this cost reduction plan was substantially complete.

The following table sets forth activity for the proxy contest and cost reduction plan (the restructuring accrual) for the year ended December 31, 2013, the balance of which is primarily comprised of employee severance costs (in thousands):

	Proxy contest costs			Employee severance costs			Facilities- related costs			Total Cash Expense

Balance of accrued employee severance and facilities-related costs at December 31, 2012	$	—		$	—		$	—		$	—
Charges		8,862			8,546			1,211			18,619
Payments		(8,862	)		(2,037	)		(189	)		(11,088	)

Balance of accrued employee severance and facilities-related costs at December 31, 2013	$	—		$	6,509		$	1,022		$	7,531

*: In addition to the above non-recurring charges, as previously described, the Company incurred $14.1 million in non-cash share-based compensation expense for an aggregated total of $32.7 million in non-recurring charges for the year ended December 31, 2013.

The accrued employee severance costs represent severance and benefit costs to be paid out.

The accrued facilities-related costs at December 31, 2013, represent estimated losses, net of subleases, on space vacated as part of the Company's restructuring plan. The leases, and payments against the amounts accrued, extend through May 2020 unless the Company is able to negotiate earlier terminations.

Of the total accrued employee severance and facilities-related costs, $4.6 million is included in "Accrued and other liabilities" and $3.0 million is included in "Non-current accrued and other liabilities" in the Company's consolidated balance sheet at December 31, 2013. The balance of the accrued employee severance and facilities-related costs at December 31, 2013, is anticipated to be fully paid by May 2020.

The balance of the accrued employee severance and facilities-related costs at December 31, 2013 is anticipated to be paid out as follows (in thousands):


2014	$	4,705
2015		2,581
2016		80
2017		55
2018		46
Thereafter		64

	$	7,531