Proration. If a Participant’s move between two or more incentive-eligible positions during the Performance Period impacts Participant classification for purposes of Section 4.1, then a proration may be applied to determine the amount due to such Participant pursuant to Article 4 hereof. To the extent it applies, such proration shall be determined in the discretion of the Administrator, and shall be based on relevant factors, which may include, but shall not be limited to # the relative time spent by such Participant working at each level, and # the extent to which corporate or an education group was charged for the services of such Participant. Unless otherwise determined by the Administrator, such proration will be based on whole months (rather than a day-by-day basis), and for purposes of such proration, actions taken prior to the fifteenth day of any month will be deemed to have happened on the first day of that month, while action taken on or after the fifteenth day of any month will be deemed to have happened on the first day of the following month.

The rules of proration are as follows:

“Proration Items” has the meaning set forth in Section 9.7(e).

“Specified Discount Proration” shall have the meaning provided in [Section 5.1(b)(iv)] hereof.

“Discount Range Proration” has the meaning set forth in ‎[Section 2.05(a)(v)(C)(3)].

For Participants performing services during the Performance Period in multiple Participant classifications, the percentages set forth in the tables above may be subject to proration pursuant to Section 5.2 hereof.

•Participants will receive a non-qualified stock option exercisable for 50 Shares for every even block of 100 KESIP Shares purchased (without proration or aggregation for purchases of less than even 100 share increments).

Without Committee approval, the total amount of all award payouts shall not exceed the general ledger accrual on the company’s books and records. This may result in a proration of awards paid to all employees.

Incentive payouts will be calculated by applying a payout multiplier to the target incentive opportunity. The payout multiplier is based upon the Plan Year-end financial results. Any proration calculations due to employee status changes will also be applied.

Notwithstanding any other provision of the Plan, the Committee may reduce or eliminate awards to a Grantee who has been demoted to a lower employee grade classification, and where circumstances warrant, may permit continued participation, proration, or a combination thereof, of awards which would otherwise be cancelled.