For each of Messrs. Sayiner, Crowley, and Wendelken, the
Committee approved an amendment to accelerate the vesting
date of the portion of each outstanding restricted stock
unit award that would otherwise become vested in 2017
based solely on each officers continued service through
the applicable vesting date in 2017 (each, a 2017 RSU) to
December 20, 2016.As a result of the amendment, 194,795;
49,715; and 44,649 2017 RSUs held by Messrs. Sayiner,
Crowley, and Wendelken, respectively, will become vested
on December 20, 2016 rather than upon the earlier of the
closing date (the Closing Date) of the Merger and the
original time-based vesting date in 2017.To maintain the
retention incentive of these accelerated shares, the
Committee further amended the awards so that the CEO, the
CFO, and the SVP are prohibited from selling or otherwise
disposing of the shares of Company common stock delivered
in settlement of these accelerated 2017 RSUs until the
earlier of (1) the original vesting date in 2017, and (2)
the Closing Date, except as necessary to pay for the
officers share of the applicable income and employment
taxes due in connection with such acceleration.

For Messrs. Crowley and Wendelken, the Committee also
approved an amendment to convert a portion of Messrs.
Crowleys and Wendelkens performance-based restricted
stock unit award for which the performance period (and
service-based vesting period) ends on April 1, 2017 (the
2017 MSU) into a restricted stock award subject to the
same performance and service vesting conditions.The 2017
MSU will be split into two awards:(1) a performance-based
restricted stock award (the PSA) covering 56,730 shares
of unvested Company common stock, for each of Mr. Crowley
and Mr. Wendelken, which number represents the number of
shares anticipated to be earned under 2017 MSU, assuming
achievement at 183% of target levels of performance, and
(2) a performance-based restricted stock unit award (the
PSU) covering 5,270 restricted stock units, for each of
Mr. Crowley and Mr. Wendelken, which number represents
the remaining number of restricted stock units subject to
the 2017 MSU. In consideration of this conversion, and to
help minimize adverse tax consequences to Messrs. Crowley
and Wendelken, each will file an election under Section
83(b) of the Internal Revenue Code of 1986, as amended
(the Code),within thirty (30) days, and timely pay, in
cash, the applicable income and employment taxes
associated with such Code Section 83(b) election.The PSA
and PSU will be subject to the same terms and conditions
as the 2017 MSU, including satisfaction of the
performance-based and service-based vesting conditions.

For Mr. Crowley and each other Company employee holding a
Retirement-Eligible RSU (as defined below), the Committee
approved an amendment to accelerate the vesting, but not
the settlement or payment, of each outstanding restricted
stock unit (or portion thereof) that would otherwise be
an Accelerated RSU (as defined in the Merger Agreement)
but for the fact that the restricted stock unit provides
for continued vesting upon an eligible retirement or is
otherwise subject to deferred settlement (each, a
Retirement-Eligible RSU).Under the Merger Agreement,
Accelerated RSUs become fully vested and payable on the
Closing Date.Mr. Crowley, and each other holder of
Retirement-Eligible RSUs, must remain in continued
service with the Company through the Closing
Date.Payments in respect of Retirement-Eligible RSUs that
become vested on the Closing Date will be made on the
original dates for vesting and settlement.