Additional Imported Brands. [Article V] of the Purchase Agreement is hereby amended to include a new [Section 5.19], which shall read in its entirety as follows:

Imported Brands. The definition of “Imported Brands” in [Section 1.01(a)] of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“Imported Brands” means # all brands of Miller Parent or its Subsidiaries set forth on [Schedule 1]-A hereto and any other sub-brands of such brands, and # subject to [Section 5.19(b)], all Additional Imported Brands.

SECTION # Additional Imported Brands Import Agreements.

use their respective reasonable best efforts to, as promptly as practicable after the Closing and in any event prior to July 12, 2017, either # effect the assignment of such Additional Imported Brands Import Agreement to Buyer or one of its Affiliates designated by Buyer or # lawfully effect the termination of such Additional Imported Brands Import Agreement in accordance with the terms thereof; provided, that nothing contained herein or in this Agreement shall preclude Miller Parent from taking any action prior to the Closing to # terminate any of the Additional Imported Brands Import Agreements; # transfer any of the Additional Imported Brands to the JV; or # assign its rights under any of the Additional Imported Brands Import Agreements to the JV, in any such events, in accordance with the existing agreements between Miller Parent and the JV.

“CST Brands” means CST Brands, Inc., a Delaware corporation.

The first paragraph is hereby amended to replace “ACUITY BRANDS LIGHTING, INC.” with “ACUITY BRANDS, INC.”

Plan: The Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan, the Plan set forth herein, as amended from time to time.

• Executive Officer: as an executive officer of ACCO Brands, a publicly traded corporation, your position is subject to additional corporate governance policies and your compensation is required to be publicly disclosed. Additional information regarding these requirements will be provided to you upon your hire, and the Executive Stock Ownership Guidelines will be provided with the electronic version of this offer.

• Contingency: The entirety of this Offer Letter is contingent upon a satisfactory background check (including accurate representation of academic degrees, prior work experience and a credit history) and drug screen results, as well as confirmation of your eligibility to work in the United States. You must submit to a drug screen test within three (3) days of receipt of the chain of custody form. Please refer to the Drug and Alcohol Screening Procedure enclosed within the onboarding portal for specifics – no advance appointment is necessary.

By accepting this Offer Letter, you are confirming to ACCO Brands that you are not subject to any prior agreements or arrangements, whether oral or written, which could restrict or prevent you from functioning in the position you have been offered. You further understand and agree that you may not disclose to ACCO Brands or use in connection with your employment with ACCO Brands any protected trade secrets or protected confidential or proprietary information or materials of another entity, including any prior employer, unless and until such information or materials become public through proper means.

This Offer Letter is not intended to constitute a contract of employment. Employment with ACCO Brands is “at-will” and subject to termination by you or ACCO Brands at any time, with or without cause or prior notice. Nothing in this Offer Letter or in any of the accompanying materials alters this “at-will” relationship. Employment with ACCO Brands is also subject to ACCO Brands’ policies and procedures.

This Offer Letter contains the entire understanding between you and ACCO Brands and supersedes any prior verbal or written communication related to the terms and conditions of this offer of employment. This Offer Letter can only be modified in writing signed by you and by me specifically referring to this Offer Letter, however, in no event can any modification be made to the “at-will” status of employment with ACCO Brands.

“(x) Investments in connection with the Mississippi State Bond Agreements consisting of # the purchase by Weston Brands, LLC of the Industrial Development Revenue Bonds, Series 2022 (Hamilton Beach Brands, Inc. Project) from the Mississippi Business Finance Corporation, and # an intercompany loan from the US Borrower to Weston Brands, LLC in an amount necessary for the purchase by Weston Brands, LLC of the Industrial Development Revenue Bonds, Series 2022 (Hamilton Beach Brands, Inc. Project) from the Mississippi Business Finance Corporation (but, in any event, not to exceed the aggregate principal amount of $15,000,000).”