Under this incentive plan the maximum award for employees below job level 80 is 200% of the target award. The maximum award for employees in a job level 80 or above is 300% of the target award.

Maximum Award. Anything in these Award Terms to the contrary notwithstanding, the Final Award shall be reduced to the extent necessary to reflect that the value of the Final Award may not exceed four times the Target Share, valued as of the Grant Date.

Incentive Award. If the participant's employment ceases on account of:

Annual Incentive Award. “Annual Incentive Award” shall mean the annual incentive compensation (including for this purpose any long term performance share awards, restricted stock, stock options or any other equity based award) paid or payable or granted during the applicable fiscal year or any award to the extent specified by the Committee in the relevant award agreement or any other equity based awards in each case paid or payable or granted in lieu of annual non-equity incentive compensation for that fiscal year; provided further that, # the grant date fair value of any equity based award granted as annual incentive compensation shall be included in the computation of the annual incentive amounts paid or granted in any applicable fiscal year based upon the grant date fair value of such award for accounting purposes and # any dividend equivalents paid or payable with respect to such an equity based award shall not be considered annual incentive compensation.

Incentive Compensation Award. “Incentive Compensation Award” shall have the meaning set forth in the LTIP.

Target awards are expressed as a percentage of earned salary for the plan year. For purposes of this Plan, earned salary means all base compensation for the participant for the year in question, which base compensation shall include all base compensation amounts deferred into the Company’s retirement savings plan, the Company’s Non-Qualified Deferred Compensation Plan, and/or any similar successor plans for the fiscal year and excludes any bonus or other benefits, other than base compensation, for the plan year. By design, these are the award levels that plan participants are eligible to earn when they and their applicable business units perform as expected (i.e., achieve their goals and objectives). Incentive target awards are determined by job level and vary by region.

Incentive awards, when payable, shall be paid as near to the close of the company’s fiscal year as may be feasible. In furtherance of the preceding sentence, any incentive awards under the Plan will be paid no later than the date allowable to insure tax deductibility in the year of accrual, which in the case of the United States is ​. Participants in the Plan must be employed at the time of award distribution in order to receive bonus payments, except as provided in [Section 5.0].

Annual Incentive/Bonus Award. The Executive will be eligible for an annual bonus or incentive compensation during the Employment Term and the Extended Employment Term, if any, based upon the bonus and performance standards established by the Board of Directors and as determined, with specific regard to the Executive, each year by the Board of Directors. Payment of any and all incentive/bonus awards are totally at the discretion of the Board of Directors and are not assumed to be a guaranteed component of the Executive’s compensation.

Variable Incentive Plan Award During the Advisory Services Period, you will be eligible for an award under the Fiscal Year 2015 Variable Incentive Payment (VIP) plan Any amount payable under such plan will be based on the performance criteria and other terms and conditions set forth in the operative plan document and will be pro rated based on your service through July 31, 2014 Any amount payable under such plan will be paid to you in cash in a lump sum in April 2015 in accordance with the terms of such plan; provided that you are actively employed as a non-executive employee of the Corporation on the date such amount is otherwise payable

The Committee, at the time an Incentive Award is made, shall determine the maximum period over which the Incentive Award may be earned, except that such period shall not exceed ten years from the date of grant.