Of the 359,866 shares of common stock shown in Column 2 of Table I:

1) 637 shares are held directly.

2) 117,329 shares are held by the McGee Family Revocable Trust, dated September
8, 2003.

3) 77,320 shares represent the grant of a performance-based restricted stock
unit award that has restrictions that lapse at varying rates based on specified
performance-based criteria.  Each restricted stock unit represents the right to
receive one share of Common Stock at vesting.  Shares are earned based on
cumulative core EPS for FY11 through FY15.  The award has an "overdrive" feature
  that provides that if cumulative core EPS for FY11 through FY13 is in excess
of a specified amount the reporting person is entitled to additional shares. The
  number of shares listed represents the maximum number of shares that may be
issued upon vesting of the award if the maximum target is met (i.e., the full
"overdrive" amount).  The award is also subject to vesting conditions tied to
continued service; provided, however, that death, disability or retirement
before those stated vesting dates will not result in forfeiture of the award or
specified portions of the award.

4) 10,310 shares represent the remaining portion of a grant of a restricted
stock unit award that has restrictions that lapse at the rate of 30% of the
shares on the 1st anniversary of the date of grant (which date of grant was
10/21/10), and 30% of the shares on the 2nd anniversary of the date of grant,
and the remaining 40% of the shares on the 3rd anniversary of the date of grant,
  provided that in all instances the reporting person is an employee of, or
consultant (as defined in the relevant Stock Incentive Plan) to the Company or
subsidiary; provided, however, that death, disability or retirement before those
  stated vesting dates will not result in forfeiture of the award or specified
portions of the award.

5) 75,000 shares represent the grant of a performance-based restricted stock
unit award that has restrictions that lapse at varying rates based on specified
performance-based criteria.  Each restricted stock unit represents the right to
receive one share of Common Stock at vesting.  Shares are earned based on
cumulative core EPS for FY12 through FY16.  The award has an "overdrive" feature
  that provides that if cumulative core EPS for FY12 through FY14 is in excess
of a specified amount the reporting person is entitled to additional shares. The
  number of shares listed represents the maximum number of shares that may be
issued upon vesting of the award if the maximum target is met (i.e., the full
"overdrive" amount).  The award is also subject to vesting conditions tied to
continued service; provided, however, that death, disability or retirement
before those stated vesting dates will not result in forfeiture of the award or
specified portions of the award.

6) 17,500 shares represent the remaining portion of a grant of a restricted
stock unit award that has restrictions that lapse at the rate of 30% of the
shares on the 1st anniversary of the date of grant (which date of grant was
10/20/11), and 30% of the shares on the 2nd anniversary of the date of grant,
and the remaining 40% of the shares on the 3rd anniversary of the date of grant,
  provided that in all instances the reporting person is an employee of, or
consultant (as defined in the relevant Stock Incentive Plan) to the Company or
subsidiary; provided, however, that death, disability or retirement before those
  stated vesting dates will not result in forfeiture of the award or specified
portions of the award.

7) 41,180 shares represent the grant of a performance-based restricted stock
unit award that has restrictions that lapse at varying rates based on specified
performance-based criteria.  Each restricted stock unit represents the right to
receive one share of Common Stock at vesting.  Shares are earned based on
cumulative core EPS for FY2013 through FY2017.  The award is also subject to
vesting conditions tied to continued service; provided, however, that death,
disability or for certain retirement events before those stated vesting dates
will not result in forfeiture of the award or specified portions of the award.

8) 20,590 shares represent the grant of a restricted stock unit award that has
restrictions that lapse at the rate of 30% of the shares on the 1st anniversary
of the date of grant (which date of grant was 10/16/12), and 30% of the shares
on the 2nd anniversary of the date of grant, and the remaining 40% of the shares
  on the 3rd anniversary of the date of grant, provided that in all instances
the reporting person is an employee of, or consultant (as defined in the
relevant Stock Incentive Plan) to the Company or subsidiary; provided, however,
that death, disability or for certain retirement events before those stated
vesting dates will not result in forfeiture of the award or specified portions
of the award.