professional fees, due diligence expenses, investment banker fees, commissions and expenses, travel expenses related solely to the acquisition, and other similar costs, to the extent that they otherwise reduce NOPAT for any Business Unit or Corporate Business Unit for the Plan Year in which they are incurred, shall be added back to NOPAT, and the amount added back shall be treated as assets for purposes of calculating NOPAT for each such Business Unit and Corporate Business Unit. Operating results and assets of the business acquired in the Acquisition shall be excluded in the calculation of NOPAT under this Plan for the balance of the Plan Year in which the Acquisition occurs (the “Short Year”). Not later than the end of the first quarter of the Short Year, the Compensation Committee may adopt a separate, supplemental plan providing incentives related to the performance of the business acquired in the Acquisition and its integration and specifying appropriate performance measures for such incentives. Any such supplemental plan is intended to be separate from this Plan.

A person selected for participation in the Plan after the beginning of a Plan Year will be eligible to earn a prorated portion of the award the participant might have otherwise earned for a full year’s service under the Plan during that Plan Year, provided the participant is actively employed as a participant under the Plan for at least 120 days during the Plan Year. The amount of the award, if any, earned by such participant for such Plan Year shall be determined by dividing the award the participant would have received for a full year’s service under the Plan by twelve, and multiplying the quotient by the number of full months of the Plan Year during which the employee participated in the Plan.

Plan Year. The twelve consecutive month period commencing on January 1 of each year.

Plan Year. “Plan Year” means a calendar year.

Plan Year Any Plan provision to the contrary notwithstanding, distributions under the Plan shall commence no later than the Participant’s Required Commencement Date With respect to distributions under the Plan made for the 2002 Plan Year, the Plan will apply the minimum distribution requirements of Code Section 401(a)(9) in accordance with the regulations under Code Section 401(a)(9) that were proposed on January 17, 2001, notwithstanding any provision of the Plan to the contrary This Section 9.2(a) shall remain in effect until December 31, 2002.

Plan Year This Section 4.2(b) shall apply to Company Matching Contributions made to the Plan with respect to the 2009 Plan Year. On May 15, 2009, there shall be allocated to the Company Matching Account of each eligible Participant or Former Participant as a Company Matching Contribution an amount of cash equal to the lesser of # 4% of the Participant’s Compensation paid between January 1, 2009 and May 15, 2009 (taking into account only Compensation earned while the Participant was eligible to participate in the Plan), and # the Participant’s Employee Contributions for such period. For each pay period between May 16, 2009 and December 31, 2009, there shall be allocated to the Company Matching Account of each eligible Participant or Former Participant as a Company Matching Contribution an amount of cash equal to the lesser of # 4% of the Participant’s Compensation paid during such pay period (taking

Brand or Business Dispositions. Any profit or loss associated with the disposition or sale of a brand or business will be excluded from the Ending Year EPS calculation. Any related impacts to interest expense, weighted average number of shares, and profit associated with the disposed brand or business will be reflected in Base Year EPS and/or Ending Year EPS to the extent necessary to neutralize the impact of the event in both calculations. Associated disposition costs, including but not limited to transaction, transition, disintegration or restructuring will be excluded from the Ending Year EPS calculation.

Accomplishment of mergers, acquisitions, dispositions, public offerings or similar extraordinary business transactions;

Dispositions. Make any Disposition, except:

Dispositions. Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers # of Inventory in the ordinary course of business; # of worn-out, surplus or obsolete Equipment that is, in the reasonable judgment of Co-Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Co-Borrower; # consisting of Permitted Liens and Permitted Investments; # consisting of the sale or issuance of any stock of Co-Borrower permitted under [Section 7.2] of this Agreement; # consisting of Co-Borrower’s use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; # of non-exclusive licenses for the use of the property of Co-Borrower or its Subsidiaries in the ordinary course of business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States; # transfers of assets among Co-Borrower (including without limitation in connection with the dissolution of such Co-Borrower so long as such Co-Borrower is not ​; and # other Transfers not otherwise permitted pursuant to this provision so long as the fair market value of the assets subject to any such Transfer does not in the aggregate exceed ​ in any fiscal year.