Amendment No. 1 to Employment Agreement

3.3. Long-Term Incentive. Beginning with fiscal year 2016 and each fiscal year thereafter during the Term, the Executive shall receive an annual grant under the Company’s 2008 Amended and Restated Equity Incentive Plan (as it may be amended from time to time, the “Equity Plan”) (such grant, the “Annual Grant”). The value of the Annual Grant, which shall be based on the closing price of the Company’s common stock on the date of issuance, shall be $7,250,000 for the initial grant made in fiscal 2016. For each subsequent fiscal year, the value of the Annual Grant shall be adjusted from the prior year’s value as follows: (i) if the Company’s earnings per share (“EPS”) and net income both increase from the prior fiscal year, then the Annual Grant value shall be increased by a percentage equal to one half of the percentage increase in EPS or net income, whichever increase is lower; (ii) if the Company’s EPS and net income both decrease from the prior fiscal year, then the Annual Grant value shall be decreased by a percentage equal to the percentage decrease in EPS or net income, whichever decrease is greater; and (iii) if either EPS or net income decreases from the prior fiscal year, then the Annual Grant value shall be decreased by a percentage equal to that EPS or net income percentage decrease. For the avoidance of doubt, by way of example (a) if EPS increases 6.3% from the prior year and net income increases 4.2% from the prior year, then the Annual Grant value will increase 2.1% from the prior year’s Annual Grant value; (b) if EPS decreases 6.3% from the prior year and

net income decreases 4.2% from the prior year, then the Annual Grant value will decrease 6.3% from the prior year’s Annual Grant value; and (c) if EPS increases 6.3% from the prior year and net income decreases 4.2% from the prior year, then the Annual Grant value will decrease 4.2% from the prior year’s Annual Grant value. For purposes of this Section 3.3, EPS and net income shall be the same EPS and net income used for purposes of the STIP. To the extent EPS or net income is not used for purposes of the STIP, EPS or net income, as applicable, hereunder shall mean non-GAAP EPS or net income as publicly reported by the Company. Such grants shall each be subject to all terms and conditions applicable to grants under the Equity Plan, shall be evidenced by grant agreements in the form customarily used for Equity Plan grants to other named executive officers of the Company and shall be subject to the performance, payout and vesting conditions previously established by the Committee, provided, however, that such awards shall immediately vest (subject in the case of the performance stock units to the achievement of established performance targets) upon Executive’s death or Disability in accordance with the governing award agreement.