---

▪

June 30 Vesting. Under the prior forms of equity award agreements for RSUs, MSUs, and PSUs, the vesting schedule was tied to specified anniversaries of the grant date, which was historically June 30 of each year. The Company’s annual equity award cycle is modified in fiscal year 2017, such that annual equity awards are made in July. Under the amended forms of agreements for annual equity awards of RSUs, MSUs, and PSUs, annual grants may be made after June 30 while retaining the standard June 30 vesting schedule, to align vesting of fiscal year 2017 and future annual awards with the vesting of historical annual grants.

▪

Performance Metric for PSUs. Under the Company’s long term incentive program, a participating executive has the opportunity to earn an initial PSU payout based on the Company’s performance against a pre-established performance metric. Under the prior forms of equity award agreements for PSUs, the pre-established performance metric was three-year cumulative earnings of the Company from continuing operations excluding interest expense, taxes, depreciation and amortization (“EBITDA”). Under the amended forms of equity award agreements for PSUs, the EBITDA performance condition is measured by a pre-set targeted range (threshold, target, and maximum) of year-over-year EBITDA growth set by the Committee that applies, without change, for each year of the three-year performance period. The calculated payout percentages for each of the three individual years are averaged to determine the number of PSUs that ultimately vest.

▪

Relative TSR Calculation for PSUs. The initial payout calculated following the application of the EBITDA metric described above is then modified based on the Company’s “Total Shareholder Return” (as defined in the applicable agreements) over the performance period compared to the “Relative TSR” (as defined in the applicable agreements) of S&P 500 companies over the performance period. Under the prior forms of equity award agreements for PSUs, all companies that ceased to be index members during the performance period, regardless of reason, were removed from the calculation. Under the amended forms of equity award agreements for PSUs, the “Peer Companies” used in the relative TSR calculation will initially be set as the component companies of the S&P 500 at the outset of the three-year performance period, and (i) companies that fall out of the index during the performance period due to market capitalization changes will remain in the calculation, (ii) companies that become bankrupt or insolvent during the performance period will remain in the calculation, but a $0 ending stock price will be used in the calculation; and (iii) companies that fall out of the index during the performance period for any other reason will be removed from the calculation.

▪	Maximum PSU Payout. As described above, a participating executive has the opportunity to earn an initial PSU payout based on the Company’s performance against a pre-established performance

---

---

---