For the net cash incentive plan, a pool is created that is a minority of the incremental cash above the FY2012 baseline plan for net cash. This pool is divided among the focus team members in a ratio directly proportional to the amount of restricted stock potentially awardable pursuant to the Fiscal 2012 Performance Plan (as reflected below) for such individual as to the aggregate restricted stock potentially awardable as set forth below.

Net cash means cash and cash equivalents, net of line of credit borrowings and any other financing, as determined by committee based upon the company’s financial statements MINUS the amount of the bonus pool.

•      This pool is divided among the focus team members in a ratio directly proportional to their restricted stock award/aggregate awardable.

Participant Name

John Dulchinos

Lisa Cummins

Joachim Melis

Jeff Baird

Rush LaSelle

Sue C. Lim

Cathy Denham

Patrick O’Sullivan