Common use of New Awards Clause in Contracts

New Awards. During the Employment Period (and prior thereto, in the case of the award described in Section 3(c)(iii) below), Executive will be eligible to participate in awards (including Annual PBRS Awards as hereinafter defined but not including new stock option awards) under the Stock Incentive Plan and in awards under MIP and LRPIP, in each case at a level commensurate with her position and responsibilities as specified below and subject to such terms as shall be established by the Committee consistent with the following provisions of this Section 3(c). Without limiting such other rights as Executive may have under awards granted under the Stock Incentive Plan: (i) If Executive’s employment by the Company is terminated by the Company other than for Cause prior to February 2, 2019, subject to Section 8 below, any stock options held by Executive immediately prior to such termination will vest to the extent not previously vested and will thereafter remain exercisable only for such post-termination exercise period as is provided under the terms of the award; and (ii) With respect to Stock Incentive Plan awards described in Section 3(b) (Existing Awards) and Stock Incentive Plan stock awards described in this Section 3(c) (New Awards), Executive will be entitled to tender shares of Company common stock not then subject to restrictions under any Company plan, or to have shares of stock deliverable under the awards held back, in satisfaction of the minimum withholding taxes required in respect of income realized in connection with the awards. (iii) Prior to the Effective Date the Company will recommend to the Committee for approval a Stock Incentive Plan award to Executive of performance-based restricted stock with a grant date value of $10,000,000 (the “Special PBRS Award”). The terms and conditions applicable to the Special PBRS Award shall be prescribed by the Committee; provided, that the Special PBRS Award shall be subject to, inter alia, (A) a service vesting condition requiring continuous service through the end of FY2017 as to 50% of the shares and through the end of FY2018 as to the balance of the shares, (B) a performance condition applicable to the entire Special PBRS Award requiring that corporate MIP performance for FY2017 be achieved at a level resulting in at least 67% of the MIP target payout amount for such fiscal year (with proration of the entire Special PBRS Award for any lower performance that results in a MIP payout), and (C) acceleration upon certain terminations of employment similar to the treatment of Executive’s prior performance-based restricted stock awards. (iv) During the Employment Period, at such time or times as new annual awards of performance-based restricted stock are typically recommended to the Committee for Company executives generally in each of FY2017, FY2018 and FY2019 and provided that Executive has remained in continuous service with the Company through the applicable grant date, Executive will be awarded a Stock Incentive Plan award of performance-based restricted stock with a grant date value of $5,000,000 (the “Annual PBRS Awards”). Each Annual PBRS Award will have a performance vesting period based on the LRPIP performance period consisting of the fiscal year of grant and the following two fiscal years. The terms and conditions applicable to each Annual PBRS Award shall otherwise be as prescribed by the Committee; provided, that each Annual PBRS Award shall be subject to the prorated vesting provisions described in Section 5(a)(vi) and Section 6(a) of this Agreement. From and after the Effective Date, each award opportunity granted to Executive under MIP shall have a target award level that is no less than one hundred fifty percent (150%) of Executive’s Base Salary earned for the applicable fiscal year, and each award opportunity granted to Executive under LRPIP shall have a target award level that is no less than one hundred percent (100%) of Executive’s Base Salary for one year at the rate in effect at the time of such grant, determined in accordance with MIP and LRPIP.

New Awards. During the Employment Period (and prior thereto, in the case of the award described in Section 3(c)(iii) below)Period, Executive will be eligible to participate in awards (including Annual PBRS Awards as hereinafter defined but not including new stock option awards) under the Stock Incentive Plan and in awards under Plan, MIP and LRPIP, in each case LRPIP at a level commensurate with her position and responsibilities as specified below and subject to such terms as shall be established by the Committee consistent including without limitation an award of 300,000 shares of performance-based restricted stock in connection with the following provisions execution of this Section 3(c). Without limiting such other rights as Executive may have under awards granted under Agreement (the Stock Incentive Plan:“new PBRS award”) that shall be subject to the vesting terms describe in (i) and (ii) below. (i) Subject to satisfaction by Executive of the service condition specified in Section 3(c)(ii) below, the new PBRS award will vest as follows: (A) as to 150,000 shares (the “2010 tranche”) on the April date in calendar 2010 when the Committee certifies as to MIP performance results for FYE 2010 (the “2010 tranche determination date”) but only if the Committee certifies that MIP performance for FYE 2010 has been achieved at a level providing for MIP payout of at least 67% of the target payout amount; provided that, if for FYE 2010 the Committee certifies that MIP performance has been achieved at a level authorizing some MIP payout but less than 67% of the target payout amount, the number of shares of the 2010 tranche vesting for such fiscal year shall be prorated on a straight line basis (with zero shares vesting if no MIP payout is authorized); and (B) as to the remaining 150,000 shares (the “2011 tranche”) on the April date in calendar 2011 when the Committee certifies as to MIP performance results for FYE 2011 (the “2011 tranche determination date”) but only if the Committee certifies that MIP performance for FYE 2011 has been achieved at a level providing for MIP payout of at least 67% of the target payout amount; provided that, if for FYE 2011 the Committee certifies that MIP performance has been achieved at a level authorizing some MIP payout but less than 67% of the target payout amount, the number of shares of the 2011 tranche vesting for such fiscal year shall be prorated on a straight line basis (with zero shares vesting if no MIP payout is authorized). (ii) Except as hereinafter provided, the 2010 tranche shall not vest unless Executive remains employed through January 30, 2010 and the 2011 tranche shall not vest unless Executive remains employed through January 29, 2011. Notwithstanding the foregoing, if Executive’s employment by the Company is terminated by the Company other than for Cause prior to January 29, 2011, subject to Section 8 below, (A) any portion of the 2010 tranche not previously vested shall remain outstanding following such termination and shall vest, if at all, in accordance with Section 3(c)(i) above, provided that, to the extent any portion of the 2010 tranche does not so vest, such portion shall be forfeited as of the 2010 tranche determination date and (B) any portion of the 2011 tranche not previously vested shall remain outstanding following such termination and shall vest, if at all, in accordance with Section 3(c)(i) above, provided that, to the extent any portion of the 2011 tranche does not so vest, such portion shall be forfeited as of the 2011 tranche determination date. If Executive’s employment by the Company is terminated by the Company other than for Cause prior to February 2January 29, 20192011, subject to Section 8 below, any stock options held by Executive immediately prior to such termination will vest to the extent not previously vested and will thereafter remain exercisable only for such post-termination exercise period as is provided under the terms of the award; and (ii) With respect to Stock Incentive Plan awards described in Section 3(b) (Existing Awards) and Stock Incentive Plan stock awards described in this Section 3(c) (New Awards), . Executive will be entitled to tender shares of Company common stock not then subject to restrictions acquired under any Company planthe awards, or to have shares of stock deliverable under the awards held back, in satisfaction of the minimum withholding taxes required in respect of income realized in connection with the awards. (iii) Prior to the Effective Date the Company will recommend to the Committee for approval a Stock Incentive Plan award to Executive of performance-based restricted stock with a grant date value of $10,000,000 (the “Special PBRS Award”). The terms and conditions applicable to the Special PBRS Award shall be prescribed by the Committee; provided, that the Special PBRS Award shall be subject to, inter alia, (A) a service vesting condition requiring continuous service through the end of FY2017 as to 50% of the shares and through the end of FY2018 as to the balance of the shares, (B) a performance condition applicable to the entire Special PBRS Award requiring that corporate MIP performance for FY2017 be achieved at a level resulting in at least 67% of the MIP target payout amount for such fiscal year (with proration of the entire Special PBRS Award for any lower performance that results in a MIP payout), and (C) acceleration upon certain terminations of employment similar to the treatment of Executive’s prior performance-based restricted stock awards. (iv) During the Employment Period, at such time or times as new annual awards of performance-based restricted stock are typically recommended to the Committee for Company executives generally in each of FY2017, FY2018 and FY2019 and provided that Executive has remained in continuous service with the Company through the applicable grant date, Executive will be awarded a Stock Incentive Plan award of performance-based restricted stock with a grant date value of $5,000,000 (the “Annual PBRS Awards”). Each Annual PBRS Award will have a performance vesting period based on the LRPIP performance period consisting of the fiscal year of grant and the following two fiscal years. The terms and conditions applicable to each Annual PBRS Award shall otherwise be as prescribed by the Committee; provided, that each Annual PBRS Award shall be subject to the prorated vesting provisions described in Section 5(a)(vi) and Section 6(a) of this Agreement. From and after the Effective Date, each award opportunity granted to Executive under MIP shall have a target award level that is no less than one hundred fifty percent (150%) of Executive’s Base Salary earned for the applicable fiscal year, and each award opportunity granted to Executive under LRPIP shall have a target award level that is no less than one hundred percent (100%) of Executive’s Base Salary for one year at the rate in effect at the time of such grantSalary, determined in accordance with MIP and LRPIP.