Non-GAAP OI definition

Non-GAAP OI means non-GAAP operating income, calculated using the same accounting policies and otherwise in a manner consistent with the calculation of such measurement in the AOP. The Business Unit’s Non-GAAP OI shall also take into consideration the portion of any corporate contingency considered by the Committee at the time performance goals are established to the extent allocated to the Business Unit. Moreover, for the purposes of this Award, consistent with historic executive compensation practices, non-GAAP OI currently excludes the impact of any extraordinary transaction (defined as a non-recurring corporate transaction or legal expense matter which results in expenses exceeding $10 million). Any proposed changes to the accounting policies, or the manner of calculation, that would affect Non-GAAP OI for purposes of this Award may be approved by the Committee in its sole discretion.