Of the 21,151 shares of common stock shown in Column 2 of Table I:

1) 2,064 shares are held directly.

2)  5,865 shares represent the grant of a performance-based restricted stock
unit award (granted 10/14/15) that has restrictions that lapse at varying rates
based on specified performance based criteria.  Each restricted stock unit
rcpresents the right to receive one share of Common Stock at vesting. Shares
are earned based upon the satisfaction of the Performance Goal. The Performance
Goal shall be based upon the Cumulatpve EPS of the Companys adjusted core
earnings per share (as defined in the PBRSU Award Agreement) during the three
year period beginning September 1, 2015 and ending on August 31, 2018 (the
Performance Period).  The Cumulative EPS for the Performance Period shall be
measured on August 31, 2018 (Measurement Date) subject to adjustment as
specified in the PBRSU EPS Award Agreement.  The portion of the PBRSUs, if any,
that become vested and non forfeitable following the Performance Period shall
be determined on August 31, 2018. 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 applicable
portion, if any, of the PBRSUs will vest upon written certification by the
Compensation Committee of the Companys Board of Directors that the
corresponding performance goal has been satisfied, provided that continuous
status as an employee or consultant or Non Employee Director has not terminated
prior to the end of the Performance Period.

3)  4,455 shares represent the grant of a performance based restricted stock
unit award (granted 10/20/16) that provides for vesting 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 a cumulative adjusted core earnings per share for
FY2017 through FY2019.  The award has an overdrive feature that provides
that if cumulative core EPS for FY2017 through FY2019 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.
The award is also subject to vesting conditions tied to continued service,
provided, however, that death, disability or certain retirement events before
those stated vesting dates will not result in forfeiture of the award or
specified
portions of the award.

4) 2,737 shares represent the grant of a restricted stock unit award
that has restrictions that lapse at the rate of 30 percent of the shares
on the 1st anniversary of the date of grant (which date of grant was
10/14/15), and 30 percent of the shares on the 2nd anniversary of the
date of grant,and the remaining 40 percent 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 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.

5) 6,030 shares represent the grant of a restricted stock unit award
that has restrictions that lapse at the rate of 30 percent of the shares
on the 1st anniversary of the date of grant (which date of grant was
10/19/16), and 30 percent of the shares on the 2nd anniversary of the
date of grant,and the remaining 40 percent 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 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.