FYE 2012 Incentive Plan for Vice Presidents/General Managers

Bonuses will be considered and calculated based upon the attainment of the Business Unit Profit Before Tax (PBT), Business Unit Net Sales (NS), and Business Unit Return on Assets (ROA) targets for FYE 2012, with an add-on component tied to Corporate Targets.  Business Unit Targets will make up 80% of the overall bonus pool with the remaining 20% driven by the attainment of Corporate Targets (Net Income and Net Sales).

Under the FYE 2012 Management Incentive Plan, the participant becomes eligible for 70% of the potential bonus amount (at 100% performance) upon the attainment of the PBT target of $                .

Under the FYE 2012 Management Incentive Plan, the participant becomes eligible for 15% of the potential bonus amount (at 100% performance) upon the attainment of the Business Unit Net Sales target of $               .  The participant will not qualify for this component of the FYE 2012 Management Incentive Plan if the payment threshold for the Business Unit PBT target is not attained.

Under the FYE 2012 Management Incentive Plan, the participant becomes eligible for 15% of the potential bonus amount (at 100% performance) upon the attainment of the Business Unit ROA target of       %.  The participant will not qualify for this component of the FYE 2012 Management Incentive Plan if the payment threshold for the Business Unit PBT target is not attained.

The Corporate Targets make up 20% of the overall bonus pool and are comprised of Corporate Net Income (70%) and Corporate Net Sales (30%).

Under the FYE 2012 Management Incentive Plan, the participant becomes eligible for 30% of the potential Corporate bonus amount (at 100% performance) upon the attainment of the Corporate Net Sales target of $                .

This Management Incentive Plan (“Plan”) is not a contract that entitles you to an award if the Plan objectives for the fiscal year are met; rather, this Plan is a discretionary short term cash bonus plan administered by the Compensation and Management Development Committee of the Board of Directors (the “Committee”). The Committee retains the sole and absolute discretion to deny and not pay bonuses under the Plan and to reduce bonuses payable under the Plan, notwithstanding the attainment of objectives under the Plan; to increase or pay bonuses under the Plan, even if the objectives under the Plan have not been met; and to further condition, modify or amend the objectives and conditions of eligibility under the Plan. The Committee also retains the sole discretion with respect to awards to be paid, if any, in connection with separations from employment that occur during a Plan year.