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1.	To elect three Class II directors for terms expiring in 2021;

2.	To ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending April 30, 2019;

3.	To hold an advisory vote on our named executive officer compensation;

4.	To approve the Casey’s General Stores, Inc. 2018 Stock Incentive Plan;

5.	To approve an amendment to the Company’s Articles of Incorporation to implement majority voting in uncontested director elections;

6.	To approve an amendment to the Company’s Articles of Incorporation to provide that the number of directors constituting the Board of Directors shall be determined by the Board of Directors; and

7.	To transact such other business as may properly come before the Annual Meeting or at any adjournment or postponement thereof.

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•	To elect three Class II directors for terms expiring in 2021;

•	To ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending April 30, 2019;

•	To hold an advisory vote on our named executive officer compensation;

•	To approve the Casey’s General Stores, Inc. 2018 Stock Incentive Plan;

•	To approve an amendment to the Company’s Articles of Incorporation (the “Articles”) to implement majority voting in uncontested director elections;

•	To approve an amendment to the Articles to provide that the number of directors constituting the Board of Directors shall be determined by the Board of Directors; and

•	To transact such other business as may properly come before the Annual Meeting or at any adjournment or postponement thereof.

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For Proposal 1, the election of directors, every shareholder has the right to vote each share of Common Stock owned by such shareholder on the Record Date for as many persons as there are directors to be elected. Cumulative voting is not permitted. To be elected under Iowa law, a director-nominee must receive a plurality of the votes cast at the meeting (meaning that the three directors who receive the highest number of shares voted “FOR” their election are elected).

•	Proposal 2, to ratify the selection of the independent registered public accounting firm, requires the affirmative vote of the majority of the votes cast on the proposal. Abstentions will not be counted as votes cast for such purposes and therefore will have no effect on the results of the vote for Proposal 2.

•	Proposal 3, the advisory non-binding resolution on our named executive officer compensation, requires the affirmative vote of the majority of the votes cast on the proposal. Abstentions and broker non-votes will not be counted as votes cast for such purposes and therefore will have no effect on the results of the vote for Proposal 3.

•	Proposal 4, to approve the Casey’s General Stores, Inc. 2018 Stock Incentive Plan, requires the affirmative vote of the majority of the votes cast on the proposal. Abstentions and broker non-votes will not be counted as votes cast for such purposes and therefore will have no effect on the results of the vote for Proposal 4.

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Proposal 5, to amend the Articles to implement majority voting in uncontested director elections, requires the affirmative vote of the holders of at least two-thirds of the shares entitled to vote at the time such amendment is proposed. Therefore, in tabulating the voting results for approval of the proposed amendment to the Articles, abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal 5.

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Proposal 6, to amend the Articles to enable the Board to determine the number of directors that constitutes the Board requires the affirmative vote of the holders of at least two-thirds of the shares entitled to vote at the time such amendment is proposed. Therefore, in tabulating the voting results for approval of the proposed amendment to the Articles, abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal 6.

•	Voting in person at the Annual Meeting; or

•	Submitting a completed proxy.

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Vote by Mail: You can vote your shares by mail by requesting a paper copy of the 2018 proxy materials by following the instructions on the Notice of Internet Availability of Proxy Materials and promptly returning your completed, signed and dated proxy card in the envelope provided. In order for your proxy to be validly submitted and for your shares to be voted in accordance with your instructions, please mail your proxy card in sufficient time for it to be received by the morning of September 5, 2018.

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Vote by Telephone: You can also vote your shares by calling the toll-free number indicated on your proxy card at any time on a touch-tone telephone and following the recorded instructions. If you submit your proxy by telephone, you may submit your voting instructions until 11:59 p.m., Eastern Time, on September 4, 2018. If you are a beneficial owner, or you hold your shares in “street name” as described below, please contact your bank, broker or other holder of record to determine whether you will be able to vote by telephone.

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Vote by Internet: You can vote your shares on the Internet by going to the website address for Internet voting indicated on your proxy card and following the steps outlined. If you submit your proxy on the Internet, you may submit your voting instructions until 11:59 p.m., Eastern Time, on September 4, 2018. If you are a beneficial owner, or you hold your shares in “street name” as described below, please contact your bank, broker or other holder of record to determine whether you will be able to vote on the Internet.

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Director Nominee Selection: To ensure the Board is comprised of highly-talented and experienced individuals, the Nominating and Corporate Governance Committee annually assesses the competencies and skills that each existing director possesses. The Committee also considers the skills and competencies the Board as a whole should possess in order to provide effective oversight of the Company’s business. Based on that assessment and as it deems appropriate, the Nominating and Corporate Governance Committee may establish search criteria for future Board candidates, select suitable candidates for interviews and subsequently recommend appropriate candidates to the Board for consideration. Board candidates are considered based on various criteria, including relevant business and board skills and experiences, judgment and integrity, reputation in their profession, diversity of background, education, leadership ability, concern for the interests of shareholders and relevant regulatory guidelines. These considerations are made in light of the needs of the Board at the particular point in time.

•	Nominees for the Annual Meeting: The Nominating and Corporate Governance Committee has recommended, and the Board has nominated, Terry W. Handley, Donald E. Frieson, and Cara K. Heiden to stand for election at the Annual Meeting, each for a three-year term expiring in 2021. Further information on these nominees, and the other directors continuing in office, is set forth below.

•	Board Refreshment: The Board added five new, highly-qualified independent directors:

•	Cara K. Heiden (elected July 2017): Retired Co-President of Wells Fargo Home Mortgage. Ms. Heiden filled the vacancy created by the death of former director Rich Wilkey, who passed away in April 2017.

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•	Donald E. Frieson (elected March 2018): Former Executive Vice President of Operations of Sam’s Club, a division of Walmart Inc. Mr. Frieson filled the vacancy created by the retirement of former director William C. Kimball.

•	David K. Lenhardt (elected March 2018): Former President and Chief Executive Officer of PetSmart, Inc. Mr. Lenhardt filled the vacancy created by the retirement of former director Robert J. Myers.

•	Judy A. Schmeling (elected March 2018): Former Chief Operating Officer of HSN, Inc. (“HSN”), and former President of Cornerstone Brands, a division of HSN. Ms. Schmeling was elected to fill the vacancy created by the death of former director Johnny Danos, who passed away in March 2018.

•	Allison M. Wing (elected March 2018): Former Chief Marketing Officer and Executive Vice President of Digital at Ascena Retail Group, Inc. Ms. Wing filled the vacancy created by the retirement of former director Jeffrey M. Lamberti.

•	Gender Diversity: Five of the nine directors, including the Audit, Compensation, Nominating and Corporate Governance, and Risk committee chairs, are female.

•	Independent Board Leadership: The Board elected H. Lynn Horak, an independent director of the Company since 2009, to the position of independent Board Chair. We believe our current Board leadership structure provides effective oversight of management and strong leadership of the independent directors.

•	Board Independence: Eight of the Company’s nine directors, including the Board Chair, are independent.

•	Low Average Tenure/Age: The average director tenure is 3.3 years, while the average age is 58.3 years.

•	As discussed further below, the Company also:

•	Adopted proxy access

•	Implemented meaningful director age and tenure limitations

•	Adopted majority voting for directors in uncontested elections (subject to shareholder approval at the Annual Meeting--see Proposal 5)

•	Based on recent changes to Iowa law, will begin a phased declassification of its Board starting with the 2019 annual shareholders’ meeting

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•	The “Class II” directors include Mr. Handley, Mr. Frieson and Ms. Heiden. Mr. Handley was elected by the shareholders in 2015, and Mr. Frieson and Ms. Heiden were elected by the Board to fill vacancies in March 2018 and July 2017, respectively. Their terms continue until the Annual Meeting, and until their successors are elected.

•	The “Class III” directors include Mr. Horak, Ms. Schmeling and Ms. Wing. Mr. Horak was elected by the shareholders in 2016, and Ms. Schmeling and Ms. Wing were elected by the Board to fill vacancies in March 2018. Their terms continue until the 2019 annual shareholders’ meeting, and until their successors are elected.

•	The “Class I” directors include Diane C. Bridgewater, Larree M. Renda and David K. Lenhardt. Ms. Bridgewater and Ms. Renda were elected by the shareholders in 2017, and Mr. Lenhardt was elected by the Board to fill a vacancy in March 2018. Their terms continue until the 2020 annual shareholders’ meeting, and until their successors are elected.

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•	Independent Board Chair: In March 2018, the Board elected Mr. Horak, an independent director of the Company since 2009, to the position of independent Board Chair. This is a change from the Company’s recent prior practice of a combined CEO and Board Chair role along with the election of an independent Lead Director.

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Proxy Access: The Company’s proxy access provisions permit a shareholder or a group of up to 20 eligible shareholders owning 3% or more of the Company’s outstanding shares of Common Stock continuously for at least three years to nominate and include in the Company’s annual meeting proxy materials, for any annual meeting of shareholders at which directors are to be elected, director nominees constituting up to the greater of (i) 20% of the total number of directors of the Company, or (ii) two individuals; provided that the nominating shareholder(s) and nominee(s) satisfy the requirements described in the Bylaws.

•	Meaningful Director Age/Tenure Limits: The Board amended the Guidelines to provide that individual directors will not stand for re-election after completing 15 years of service on the Board or after reaching 75 years of age, subject to extension at the discretion of the Board.

•	Majority Voting in Uncontested Director Elections (see Proposal 5): The Board approved an amendment to the Articles that, if approved by the shareholders, will implement a majority voting standard for uncontested elections of directors. The amendment will not become effective unless and until the shareholders approve the amendment. For further details, see Proposal 5 below.

•	Phased Board Declassification: As discussed further above, under the heading “Board Structure” on page 7, in March 2018 the Act was amended, which will require a phased declassification of the Board over a period of three years, starting with the 2019 annual shareholders’ meeting. By the 2021 annual shareholders’ meeting, all director nominees of the Company will stand for annual election.

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Independence: Eight of the nine individuals currently serving on the Board are considered independent under the Nasdaq Listings Standards. As set forth on page 71, the Board reviews all relationships and material transactions between the Company and its Board members to determine whether they would interfere with the director’s independent judgment in carrying out the responsibilities of a director.

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Mandatory Resignation Policy: The Guidelines provide that any nominee for director in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” such election (referred to in the Guidelines as a “Majority Withheld Vote”) is expected to tender his or her resignation as a director. The Board shall nominate for election or re-election as a director only candidates who agree to tender, promptly following the annual meeting at which they are elected or re-elected as a director, irrevocable resignations that will be effective upon (i) the director receiving a Majority Withheld Vote at the next annual meeting at which he or she stands for election or re-election and (ii) Board acceptance of such resignation. In addition, the Board shall fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other directors in accordance with this Board policy.

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Clawback Policy: The Board has adopted a policy that enables the Company to seek reimbursement of any annual incentive payment or equity award made to an executive officer whenever (i) the payment was based upon achieving certain financial results that were subsequently the subject of a substantial or material restatement of the Company’s financial statements (other than a restatement caused by a change in applicable accounting rules or interpretations), (ii) the Board determines that the executive officer engaged in intentional misconduct that caused or substantially caused the need for the restatement, and (iii) a lower payment would have been made to the executive officer based on the restated financial results. In each such instance, the Company will, to the extent practicable, seek to recover from the individual executive officer the amount by which the incentive payments for the relevant period exceeded the lower payment that would have been made based on the restated financial results.

•	Executive Sessions: During the 2018 fiscal year, the Board held five executive sessions in which only the independent directors were present. All sessions held prior to Mr. Horak’s election as the independent Board Chair were chaired by Mr. Horak, who was the Lead Director at the time. At least two executive sessions are held each year in conjunction with regularly scheduled Board meetings.

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No Hedging or Pledging of Company Stock: In June 2014, the Board amended the Company’s stock trading policy to prohibit the “hedging” of Company stock and other short-term or speculative transactions by directors and officers. The revised policy also generally prohibits the pledging of Company stock by directors and officers or holding Company stock in a margin account, unless approved in advance by the compliance officer designated under the policy.

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Stock Ownership Requirements: The Board believes that all directors should be shareholders of the Company, and should, within five years of joining the Board, accumulate share holdings of at least five times the amount of the annualized cash retainer (excluding committee retainers) paid or payable to non-Board Chair directors, and should employ reasonable, good faith efforts thereafter to maintain share holdings of at least that amount (the applicable annual cash retainer for the 2018 fiscal year, excluding committee fees, was $80,000). If, after this amount is achieved, there is a change in the price of Company stock which results in a drop below the requirement, the requirement shall remain satisfied. For this purpose, restricted stock and unvested restricted stock unit awards may be counted towards the ownership requirement, however stock options shall not satisfy the requirement.

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•	Over-Boarding Limits: Directors may not serve on more than two other public company boards. In addition, service on the boards of not-for-profit organizations or other entities that may require a similar time commitment must be disclosed and be acceptable to the Board.

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Board Chair; Lead Director: As noted, Mr. Horak was elected as the independent Board Chair in March 2018. However, the Board has no fixed policy with respect to the combination of the positions of Board Chair and CEO, as the Board believes that it is in the best interests of the Company and its shareholders for the Board to assess the Board leadership structure in light of the circumstances then existing. If, in the future, the Board Chair is not an independent director, the independent directors will designate a Lead Director. The Lead Director will be selected from the independent directors, and will: preside at all meetings of the Board at which the Board Chair is not present, including the executive sessions of the independent directors; establish agendas for the executive sessions of the independent directors in consultation with the other directors; serve as liaison between the independent directors and the Board Chair (although all independent directors are encouraged to communicate directly with the Board Chair, CEO and other members of senior management at any time); review, at his or her discretion, information to be sent to the Board; review and discuss proposed Board meeting agendas with the Board Chair; have the authority to call meetings of the independent directors, as appropriate; be available, as deemed appropriate by the Board, for consultation and direct communication with shareholders; and, perform such other duties and have such other authority as the Board may specify from time to time.

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•	Executive Committee

•	Audit Committee

•	Compensation Committee

•	Nominating and Corporate Governance Committee

•	Membership: The Executive Committee presently consists of Mr. Horak (Chair), Mr. Handley, Ms. Bridgewater, Ms. Heiden and Ms. Renda.

•	Duties: The Executive Committee is authorized, within certain limitations set forth in the Bylaws, to exercise the power and authority of the Board between meetings of the full Board.

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•	Meetings and Attendance: The Executive Committee met five times during the 2018 fiscal year.

•	Membership: The Audit Committee presently consists of Ms. Heiden (Chair), Ms. Bridgewater, Mr. Lenhardt and Ms. Schmeling, each of whom is independent. The Board has approved the designation of Ms. Bridgewater as an “audit committee financial expert” as defined under Item 407(d)(5) of SEC Regulation S-K.

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Duties: The Audit Committee is directly responsible for the appointment, termination, compensation and oversight of the independent registered public accounting firm it retains to audit the Company’s books and records. Under its written Charter, which is available on the Company’s website (www.caseys.com), the Audit Committee also regularly reports to the Board on the audit and the non-audit activities of the auditors, approves all audit engagement fees, pre-approves any non-audit engagement and compensation of the independent registered public accounting firm and performs other duties at set forth in its Charter.

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Meetings and Attendance: The Audit Committee meets regularly (typically five times) each year with financial management personnel, internal accounting and auditing staff and the independent registered public accounting firm. During these meetings, the Audit Committee also meets separately in executive sessions with the internal auditing staff and the independent registered public accounting firm. The Audit Committee met six times during the 2018 fiscal year, one of which was a joint meeting with the Risk Committee.

•	Membership: The Compensation Committee presently consists of Ms. Renda (Chair), Mr. Lenhardt and Ms. Wing, each of whom is independent.

•	Duties: The Compensation Committee oversees our executive compensation program.

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•	Meetings and Attendance: The Compensation Committee met nine times during the 2018 fiscal year.

•	Membership: The Nominating and Corporate Governance Committee presently consists of Ms. Bridgewater (Chair), Mr. Frieson and Ms. Schmeling, each of whom is independent.

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Duties: The Nominating and Corporate Governance Committee generally reviews and makes recommendations to the Board regarding the Board’s composition and structure, establishes criteria for Board membership and evaluates corporate policies relating to the recruitment of Board members, recommends to the Board the corporate governance policies or guidelines applicable to the Company, leads the Board in a periodic review of the Board’s performance, and performs other duties set forth in its written Charter, available on the Company’s website (www.caseys.com).

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•	Meetings and Attendance: The Nominating and Corporate Governance Committee met twelve times during the 2018 fiscal year.

•	Membership: The Risk Committee presently consists of Ms. Renda (Chair), Mr. Frieson, Ms. Heiden and Ms. Wing, each of whom is independent.

•	Duties: The Risk Committee generally assists the Board in overseeing management’s identification and evaluation of the Company’s principal operational and business risks, including the Company’s risk management framework and the policies, procedures and

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Meetings and Attendance: The Risk Committee met four times during the 2018 fiscal year, one of which was a joint meeting with the Audit Committee. The joint meetings with the Audit Committee are intended to facilitate discussion of areas of common interest and significant matters, including but not limited to the Company’s risk assessment and risk management policies and any major regulatory enforcement actions or litigation.

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•	Mr. Handley served as President and Chief Operating Officer from June 6, 2014 through April 30, 2016, when he assumed his current role. Previously, he was Chief Operating Officer since June 20, 2006.

•	Ms. Jackowski served as Senior Vice President--General Counsel & Human Resources from June 6, 2010 through June 30, 2016, when she assumed her current role. Previously, she was Vice President--Human Resources.

•	Mr. Soupene served as Director of Store Operations from May 1, 2013 through June 8, 2015, and Senior Vice President of Store Operations until July 1, 2016, when he assumed his current role.

•	Mr. Johnson served as Vice President--Finance and Corporate Secretary from May 1, 2009 through March 6, 2016, and as Senior Vice President, Finance and Corporate Secretary from March 7, 2016 through June 30, 2016, when he assumed his current role.

•	Ms. Summers served as Vice President--Human Resources from June 10, 2013 through March 6, 2016, when she assumed her current role. Previously, she was Director of Human Resources since April 16, 2010.

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(1)	Based on Schedule 13G/A (Amendment No.1) filed by T. Rowe Price Associates, Inc. (“T. Rowe Price”) with the SEC dated February 14, 2018. Such information indicates that T. Rowe Price has sole voting power over 1,340,888 shares and sole dispositive power over 4,542,489 shares.

(2)	Based on Schedule 13G/A (Amendment No. 7) filed by The Vanguard Group--23-1945930 (“Vanguard”) with the SEC dated February 8, 2018. Such information indicates that Vanguard and two wholly owned subsidiaries of Vanguard have sole voting power over 20,259 shares, sole dispositive power over 3,466,293 shares, shared dispositive power over 22,085 shares, and shared voting power over 4,760 shares.

(3)	Based on Schedule 13G/A (Amendment No. 8) filed by BlackRock, Inc. ("BlackRock") with the SEC dated January 29, 2018. Such information indicates that BlackRock and its subsidiaries have sole voting power over 2,887,416 shares and sole dispositive power over 3,040,565 shares.

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(1)	Consisting of shares that are subject to acquisition within 60 days of [•], 2018 through the exercise of stock options, but which cannot be presently voted by the executive officers.

(2)	Under the trust agreement creating the 401K Plan, the shares of Common Stock held by the Trustee are voted by the Trustee in accordance with the participants’ directions or, if no directions are received, in the same manner and proportion as the Trustee votes shares for which the Trustee does receive timely instructions.

(3)	Except as otherwise indicated, the amounts shown are the aggregate numbers of shares attributable to the individual’s direct ownership of shares, shares subject to the exercise of options within 60 days of [•], 2018, and 401K Plan shares.

(4)	Includes 200 shares held by Mr. Horak in a separately managed Individual Retirement Account.

(5)	Includes 4,000 shares owned jointly by Ms. Heiden and her spouse, under shared voting and dispositive power.

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•	Terry W. Handley, President and Chief Executive Officer

•	William J. Walljasper, Senior Vice President and Chief Financial Officer

•	Julia L. Jackowski, Senior Vice President--Corporate General Counsel and Secretary

•	John C. Soupene, Senior Vice President--Operations

•	Cindi W. Summers, Senior Vice President--Human Resources

•	At the September 2017 annual shareholders’ meeting, the Company’s NEO compensation received approval of over 96% of the votes cast.

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In order to further our commitment to best practices in corporate governance, the Committee directly engaged Willis Towers Watson (“WTW”), an independent compensation consulting firm, to assist with various compensation analyses, as well as to provide consulting on executive compensation practices and determinations, including in respect of our annual and long-term incentive compensation programs.

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In order to strengthen the link between executive pay and our long-term financial performance, for the first time, we utilized long-term incentive awards subject to performance-based vesting conditions in the form of performance-based restricted stock units (“PSUs”). The long-term incentive compensation program transitioned from exclusively time-based restricted stock units (“RSUs”) to 75% PSUs. The PSUs are subject to a three-year performance period, utilize metrics of the Company’s return on invested capital and total shareholder return, and result in zero payout if the applicable performance goals are not achieved.

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In order to reflect the performance of the Company’s key business segments, the Company incorporated into its annual incentive compensation program the metrics of same-store sales growth and gross profit margin in the “inside sales” and “fuel” categories. The Company also established a “circuit breaker” under which a minimum level of diluted earnings per share (“EPS”) is required before any bonus under the annual incentive program may be earned.

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Prior to the 2018 fiscal year, we applied a more uniform approach to NEO compensation pursuant to which all NEOs generally were eligible for the same target annual bonus percentage and received an annual equity grant of the same number of time-based RSUs. Based on analysis of market practices performed by WTW and a desire to better align our executive compensation program with our short-term and long-term objectives, in the 2018 fiscal year, we moved toward greater pay differentiation among our NEOs and other employees in their target annual and long-term incentive opportunities.

•	Our NEOs did not earn annual bonuses under the Company’s annual incentive compensation program for the 2018 fiscal year because of failure to achieve the

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•	In recognition of the challenges that the Company faced in the 2018 fiscal year, the Committee determined that none of our NEOs would receive an increase in compensation for the 2019 fiscal year.

•	Independent board chair and elimination of the Company’s prior practice of a combined CEO and Board Chair role.

•	Proxy access provisions that allow eligible shareholders to nominate directors.

•	Meaningful age and tenure limits for individual directors.

•	Majority voting standard in uncontested director elections, subject to our shareholders’ approval (see “Proposal 5” on page 89).

•	Phased Board declassification over a period of three years such that by the 2021 annual shareholders’ meeting, all director nominees will stand for annual election.

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•	Attracts, motivates and retains executives who will contribute to the long-term success of the Company through competitive pay practices.

•	Emphasizes pay for performance by linking Company performance with actual compensation realized and rewarding executives for achieving both short-term and long-term strategic goals.

•	Focuses on long-term success and alignment with our shareholders by including performance-based equity as a substantial component of total potential compensation.

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•	Competitive compensation analysis as to each component of the Company’s executive compensation program with respect to each senior executive, including our NEOs.

•	Analyses of the structure and components of the Company’s annual incentive and long-term incentive programs.

•	Development of an initial 29-company performance peer group, which was used to determine the goals for the Company’s relative total share return (“TSR”) performance under the long-term incentive program (as described below).

•	Design of the director compensation program, as described in the section named “Director Compensation--Significant 2018 Fiscal Year Director Compensation Charges” on page 67.

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•	Design of the 2018 Stock Incentive Plan, as described in “Proposal 4” on page 76.

•	Attendance at Committee meetings, when necessary.

•	Similar business, products and/or marketing mix or industry focus, including:

•	Companies operating gas and convenience stores or gas companies with a significant presence in retail distribution through the convenience store model (i.e., direct industry comparisons).

•	Companies that reflect a similar business model in the food distribution or retail food business segments with an emphasis on customer service (i.e., indirect industry comparisons).

•	Revenue ranges between approximately 50% to 250% of the Company’s revenue (i.e., $3.2 billion to $15.8 billion).

•	Availability of compensation and financial performance data (i.e., publicly traded companies).

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•	Base salary.

•	Target annual incentive opportunity.

•	Target long-term incentive opportunity.

•	Total target direct compensation (the sum of the foregoing components).

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Increased pay differentiation according to job responsibilities, expressed as a percentage of base salary for each of the following three groups: CEO, Senior Vice Presidents and Vice Presidents. In prior fiscal years, payout at “target” was based on 60% of base salary for all NEOs. The Committee, in consultation with WTW, determined to make this change in order to better reflect the market practice as well as the NEOs’ varying levels of responsibility and potential to have an impact on our performance.

•	Implementation of two new metrics representing the Company’s same-store sales growth and gross profit margin in both the inside sales and fuel categories. These metrics more closely align the annual incentive opportunity for executives with the performance of our key business segments, inside sales and fuel.

•	Elimination of the return on invested capital metric. The Committee, in consultation with WTW, determined that this metric would be better suited for long-term performance goals and, therefore, incorporated return on invested capital as a metric in our long-term incentive program (as discussed below).

•	Retention of the diluted “EPS” metric with the addition of a “circuit breaker” approach, which requires the Company to achieve a minimum level in diluted EPS before any NEO may earn an annual incentive bonus. This component increases alignment between our Annual Incentive Program and shareholder value.

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1.	Diluted EPS (50%): The growth of diluted EPS is related to the growth of shareholder value and is an important measure used by the investor community to evaluate our financial performance. Long-term sustained growth should positively impact our share price and market capitalization.

2.	Fuel (same-store sales growth and gross profit margin) (20%): As the Company’s largest revenue product, fuel sales are a critical component of our revenue and earnings. Over the past three fiscal years, on average, our fuel revenues accounted for approximately 60% of total revenue and our fuel gross profit accounted for approximately 23% of total gross profit.

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Inside sales (same-store sales growth and gross profit margin) (30%): Inside sales includes a combination of the Company’s “prepared food and fountain” and “grocery and other merchandise” categories, which generally consist of the Company’s highest margin products. Over the past three fiscal years, on average, these categories have accounted for approximately 40% of the Company’s total revenue, but have resulted in approximately 77% of total gross profit.

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Same-Store Sales: For purposes of these calculations, “same-store sales” includes aggregated individual store results for all stores open throughout a particular period. For example, when comparing annual data, the store must be open for each entire fiscal year being compared. Remodeled stores that remained open or were closed for just a very brief period of time (i.e., less than a week) during the period being compared remain in the same-store sales comparison. If a store is replaced, either at the same location (i.e., razed and rebuilt) or relocated to a new location, it is removed from the comparison until the new store has been open for each entire period being compared. Newly constructed and acquired stores do not enter the calculation until they are open for each entire period being compared. For a further discussion of our “same-store sales” comparison, see our “Management Discussion and Analysis of Financial Conditions and Results of Operations” in Note 4 to the Company’s consolidated financial statements included in the Company’s Form 10-K filing in respect of the 2018 fiscal year.

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Growth: In both the fuel and inside sales categories, the same-store sales growth metric is equal to the percentage increase in same-store sales from the prior fiscal year (i.e., the 2017 fiscal year). The same-store sales growth for the inside sales category is calculated based on each year’s revenue (i.e., dollars). However, the same-store sales growth for the fuel category is calculated based on number of gallons sold instead of revenue in order to account for the volatility of fuel prices.

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Gross Profit Margin: In the case of fuel, gross profit margin in respect of the 2018 fiscal year was equal to total revenue in respect of same-store fuel sales less total cost in respect of such sales (exclusive of depreciation and amortization) divided by the number of gallons sold. In the case of inside sales, gross profit margin in respect of the 2018 fiscal year was equal to total revenue in respect of same-store inside sales less total cost in respect of such sales (exclusive of depreciation and amortization) divided by total revenue in respect of such sales.

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(1)	Equal to the percentage increase in sales as compared to the previous fiscal year (i.e., the 2017 fiscal year), with sales measured in gallons sold, in the case of the fuel category, in order to account for volatility in fuel prices and in revenue, in the case of the inside sales category.

(2)	Equal to total revenue in respect of same-store fuel sales or same-store inside sales, as applicable, less total cost in respect of such sales (exclusive of depreciation and amortization) divided by gallons sold, in the case of fuel, and by revenue, in the case of inside sales.

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(1)	For purposes of evaluating the Company’s performance for the 2018 fiscal year under the Annual Incentive Program, diluted EPS was reduced by $4.53 to exclude a one-time benefit from the Tax Cuts and Jobs Act (the “Tax Reform Act”) enacted on December 22, 2017, which resulted in revaluation of net deferred tax liabilities as of the date of enactment of the Tax Reform Act.

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•	RSUs: Supports talent attraction and retention objectives and balances the inherent challenges associated with PSUs, as non-controllable and highly variable external factors may affect the achievement of the Company’s performance metrics.

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PSUs: Rewards executives for meeting key financial goals that are important to the long-term performance of the Company. Because the Company has been striving to enlarge its operating footprint, the Committee believes that ROIC is a particularly useful measure of management’s effectiveness in creating value for our shareholders by measuring the Company’s returns on capital expenditures. Relative TSR measures the long-term success of the Company while normalizing external, macroeconomic factors that fall outside of the Company’s control.

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ROIC: For purposes of the LTIP, ROIC for each fiscal year is calculated as operating income after depreciation and tax, divided by average invested capital for that fiscal year. All of the following ROIC inputs come directly from the audited financial statements: “operating income” equals gross profit less operating expenses; “depreciation” equals depreciation and amortization; “tax” equals operating income less depreciation multiplied by the effective tax rate where “effective tax rate” equals federal and state income taxes divided by income before income taxes; “average invested capital” equals the summation of notes payable to bank, current maturities of long-term debt, long-term debt, net of current maturities, and total shareholders’ equity for the current fiscal year and the previous fiscal year divided by two.

•

Relative TSR: For purposes of the LTIP, TSR means the change in the value, expressed as a percentage of a given dollar amount invested in an applicable peer company’s most widely publicly traded stock over the three-year performance period, taking into account both stock price appreciation (or depreciation) and the reinvestment of dividends (including the cash value of non-cash dividends) in additional stock of the company. The Company’s TSR is then compared to the TSR of its Performance Peer Group, as described below.

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(1)

The “target” number of PSUs subject to relative TSR, as set forth above, was determined by WTW by utilizing a “Monte Carlo” valuation based on the award date. A Monte Carlo valuation simulates the prices of the Company’s and each member of the Performance Peer Group’s common stock price at the end of the relevant performance period, taking into account volatility and the specifics surrounding each TSR metric under the relevant plan.

•	RSUs Subject to Time-Based Goals: These units represent 25% of the overall value of each NEO’s LTIP award. The units vest in full on June 15, 2020, subject to continued employment through the vesting date, and are not subject to achievement of performance goals.

•

PSUs Subject to ROIC Goals: These units represent 37.5% of the overall value of each NEO’s LTIP award, vest in full on June 15, 2020, subject to continued employment through the vesting date, and are subject to adjustment based on the Company’s performance. The final number of units awarded will be based on the Company’s three-year average ROIC achievement over a three-year performance period, which includes the 2018, 2019 and 2020 fiscal years (the “Performance Period”). The Committee establishes the threshold, target and maximum ROIC goals for such Performance Period based on the Company’s budget forecast for the same period. The number of units awarded to each NEO is based on the Company’s achievement of threshold (50% awarded), target (100% awarded) and maximum (200% awarded) ROIC goals over the Performance Period.

•

PSUs Subject to Relative TSR Goals: These units represent 37.5% of the overall value of each NEO’s LTIP award, vest in full on June 15, 2020, subject to continued employment through the vesting date, and are subject to adjustment based on the Company’s performance. The final number of units awarded will be based on the Company’s TSR during the Performance Period relative to the Performance Peer Group described above. At the end of the Performance Period, members of the Performance Peer Group will be ranked highest to lowest according to each member’s TSR over the Performance Period. The Company’s percentile rank will be determined based on linear interpolation by reference to the two members of the Peer Group whose TSRs are immediately above and below the Company’s TSR. The number of units awarded to each NEO is based on the

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•	Clawback Policy: As discussed further above in the section named “Other Key Corporate Governance Provisions” on page 14, the Board has adopted a policy that enables the Company to seek reimbursement of any annual incentive payment or equity award made to an executive officer in certain circumstances related to the substantial or material restatement of the Company’s financial statements.

•	Hedging and Pledging Policy: As discussed further above in the section named “Other Key Corporate Governance Provisions” on page 14, the Company prohibits hedging of Company stock and other short-term of speculative transactions as well as the pledging of Company stock unless approved in advance by the compliance officer.

•

Stock Ownership Policy: As discussed further above in the section named “Other Key Corporate Governance Provisions” on page 14, the Company has put in place a stock ownership requirement policy for its senior executives, including our NEOs. The policy requires each senior executive to own a number of shares of Common Stock equal to the value of a multiple of his or her base salary (i.e., four times’ base salary in the case of the CEO, three times’ base salary in the case of Senior Vice Presidents and two times’ base salary in the case of Vice Presidents). For this purpose, restricted stock and unvested RSUs may be counted towards the ownership requirement, but stock options are not.

•	No Tax Gross-Ups: Under the change of control severance agreements, if any of the severance subjects a named executive officer to a golden parachute excise tax, he or she is not entitled to any “gross-up” to reimburse him or her for the excise tax. Furthermore, the Company may reduce any payment if it would be non-deductible by the Company for

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•

Option Grants: Stock options can only be approved by the Committee at an in-person or telephonic meeting and may not be approved by written consent. In addition, stock options can be granted only within a two-week period following the release of the Company’s annual financial results in June and only if directors are not at that time in possession of material non-public information about the Company. Under the Company’s policy, the grant date of stock options is the date of the meeting when the grant is approved. All stock options must be granted with an exercise price equal to the closing price of the Common Stock on the Nasdaq Global Select Market on the grant date. Details of every stock option grant must be reflected in Committee minutes, and the Corporate Secretary must verify that grant documents are consistent with the grants authorized by the Committee and memorialized in the minutes. The Committee has not awarded any stock option grants since 2011.

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(1)

The Company made certain updates to the amounts and the NEOs included in the Summary Compensation Table in respect of the 2016 and 2017 fiscal years in order to reflect the grant date fair values of stock awards made during such years. In addition, the amount of All Other Compensation in respect of the 2016 and 2017 fiscal years has been updated to exclude certain broad-based, non-discriminatory benefits as well as certain other benefits described in Footnote 5 below.

(2)

The amounts set forth in the Stock Awards column represent the aggregate grant date fair value of vested shares of Common Stock, RSUs and PSUs awarded to the applicable NEO by the Company in each fiscal year referenced in the table above under the Company’s Long Term Incentive Program (the “LTIP”), reported in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). For the 2016 fiscal year, the amounts listed include vested shares of Common Stock subject to a three-year holding requirement, which were awarded under the Company’s annual incentive compensation program (the “Annual Incentive Program”), and time-based RSUs awarded under the Company’s LTIP, which RSUs are scheduled to cliff-vest on the third anniversary of their grant date. For the 2017 fiscal year, the amounts listed include only time-based RSUs awarded under the Company’s LTIP, which are scheduled to cliff-vest on the third anniversary of their grant date. For the 2018 fiscal year, the amounts listed include time-based RSUs, PSUs subject to return on invested capital (“ROIC”) vesting conditions and PSUs subject to relative total

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(3)	No stock options were awarded to the NEOs during the indicated fiscal years.

(4)	The amounts set forth in the Non-Equity Incentive Plan Compensation column for the 2016 fiscal year represent cash bonuses paid to each NEO in respect of the 2016 fiscal year under the Annual Incentive Program. No cash bonuses were earned by our NEOs in respect of the 2017 or 2018 fiscal year.

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(5)	The amounts comprising All Other Compensation for the 2018 fiscal year are detailed below:

(6)	Ms. Summers was designated as an executive officer for the first time in June 2016. Therefore, only Ms. Summers’ compensation for the 2017 and 2018 fiscal years is presented.

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(1)

Represents the potential cash incentive amounts payable to each of our NEOs under the Company’s Annual Incentive Program for the 2018 fiscal year. The total value of each NEO’s Annual Incentive Program award at target is represented as a percentage of base salary. Below the threshold level, there is no payout in respect of the Annual Incentive Program. Achievement of threshold levels results in payout of 50% of target, and achievement of maximum levels results in payout of 200% of target. Each NEO’s annual incentive opportunity was based on (i) diluted EPS (50%), (ii) same-store sales growth and gross profit margin in respect of the fuel category (20%) and (iii) same-store sales growth and gross profit margin in respect of the inside sales categories (30%). A circuit breaker was also utilized, under which a minimum level of diluted EPS was required before any bonus under the Annual Incentive Program could be earned. No annual incentive bonuses were earned for the 2018 fiscal year

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(2)

Represents PSUs subject to ROIC performance goals and PSUs subject to relative TSR performance goals, representing 37.5% and 37.5%, respectively, of the total value of each named executive officer’s award under the Company’s LTIP for the 2018 fiscal year. The total value of each NEO’s long-term incentive award at target is represented as a percentage of base salary. Below the threshold level, there is no payout in respect of the PSUs. Achievement of threshold levels results in payout of 50% of target, and achievement of maximum levels results in payout of 200% of target. Such RSUs and PSUs vest in full on June 15,2020, subject to each NEO’s continued employment through the vesting date and, in the case of the PSUs, to the Company’s achievement of the applicable performance goals. The final number of shares of Common Stock awarded in respect of the PSUs subject to ROIC performance goals will be based on the Company’s average ROIC achievement over a three-year performance period, which includes the 2018, 2019 and 2020 fiscal years (the “Performance Period”). Such PSUs are subject to adjustment based on the Company’s performance. The final number of shares of Common Stock awarded in respect of the PSUs subject to relative TSR performance goals will be based on the Company’s TSR during the Performance Period relative to the Performance Peer Group, as described in the section named “Compensation Discussion and Analysis--Use of Peer Groups” on page 31. Such PSUs are subject to adjustment based on the Company’s performance.

(3)	Represents grants of RSUs subject to cliff vesting on June 15, 2020, subject to the NEOs’ continued service until such date. The RSUs are not subject to achievement of performance goals.

(4)	For a description of how the grant date fair value in respect of RSUs and PSUs was determined, see Footnote 2 to the Summary Compensation Table above.

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(1)	All of the NEOs’ option awards were vested and exercisable as of the end of the 2018 fiscal year.

(2)

This column presents the number of shares of Common Stock as represented by unvested RSU awards, all of which remained subject to time-based vesting conditions and had not vested as of April 30, 2018. On April 16, 2016, Mr. Handley was granted 10,000 RSUs that vest equally on May 1 of each year from 2017 through 2021. On June 5, 2015, the NEOs were granted RSU awards that vest in full on June 5, 2018. On June 3, 2016, the NEOs were granted RSUs awards that vest in full on June 3, 2019. On July 14, 2017, the NEOs were granted RSU awards that vest in full on June 15, 2020. The RSUs shown in this column will vest as follows:

(3)

This column presents the unvested PSU awards granted in the 2018 fiscal year, all of which remained subject to performance criteria and had not vested as of April 30, 2018. The number of PSUs reflects the assumption, in accordance with SEC guidance, based on performance during the 2018 fiscal year, that such PSUs will vest based on achievement of target performance level. The actual number of shares earned ranges from 0 to 200% of each target, depending on the Company’s performance in the ROIC and relative TSR metrics, and will depend on the actual performance level achieved by the Company for the applicable performance period.

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(1)

The “value realized” on exercise for option awards represents, in each case, the amount by which the closing price of Common Stock on the date that each option was exercised exceeded the exercise price of such option, multiplied by the number of shares of Common Stock in respect of which such option was exercised. The value realized was determined without considering any taxes or brokerage commissions that may have been owed.

(2)	The RSU awards that vested in the 2018 fiscal year reflect (i) the vesting on June 6, 2017 of all of the RSUs awarded to each NEO on June 6, 2014 and (ii) the vesting on May 1, 2017 of the first 20% installment of the RSUs awarded to Mr. Handley on April 12, 2016.

(3)	The “value realized” on vesting for stock awards represents the number of units that vested multiplied by the closing price of the Common Stock on the applicable vesting date and was determined without regard to any taxes or brokerage commissions that may have been owed.

(1)	The Company makes no contributions to deferrals.

(2)	The amounts in this column reflect pre-scheduled withdrawals that were created under the educational accounts for the NEOs’ children.

(3)	All amounts in this column attributable to NEO contributions to the Deferred Compensation Plan were reported in the Summary Compensation Table in respect of the relevant fiscal year as salary or non-equity incentive plan compensation, as applicable, if the NEO was an NEO in respect of the fiscal year in which the relevant amount was earned. No portion of any NEO’s

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(1)	Because no bonuses were earned for the 2017 fiscal year, the amounts of severance pay reported for termination following a change of control are equal to three times base salary and do not reflect the pro-rated bonus for the year of termination or the bonus for purposes of the lump-sum severance amount to which the NEOs are entitled under the change of control severance agreements.

(2)	The amounts reported for long-term incentives are based on the closing price of the Company's stock on April 30, 2018 ($96.60), the last trading day of the fiscal year. No amount is reported for options or RSUs that vested prior to April 30, 2018.

(3)	In the Change of Control (Not For Cause/Good Reason Termination) column, includes the estimated cost of continued welfare benefit plans of the Company as of April 30, 2018.

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•	The annual total compensation of our CEO, Mr. Handley, was $2,337,197, as provided in the Summary Compensation Table on page 49.

•	The annual total compensation of our median employee, a part-time store employee located in rural Illinois, was $14,948, which was calculated using the same methodology as required by the Summary Compensation Table.

•	The ratio of the annual total compensation of our CEO to that of our median employee was approximately 156:1.

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•	Total annual retainer of $195,000 to each independent director, consisting of $80,000 paid in cash and $115,000 granted in the form of vested shares of Common Stock. Each director was able to elect to receive up to the full value of the cash retainer in the form of additional stock, at his or her discretion.

•	Annual cash retainer of $50,000 for serving as a non-independent Board Chair.

•	Annual cash retainer of $25,000 for serving as the Lead Director.

•

Committee fees of $12,000 for the Audit Committee (or $25,000 as the chair), $10,000 for the Compensation Committee (or $20,000 as the chair), $8,000 for the Nominating and Corporate Governance and Risk Committees (or $15,000 as the chair) and $2,000 for the Succession Planning Committee (or $5,000 as the chair). The chair of the Audit Committee received an additional $5,000 fee for serving on the “disclosure committee”, an internal management group that reviews certain of the Company’s public disclosures with its independent registered public accounting firm and outside counsel.

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Board Retainer: The annual Board retainer remained at $195,000 in total value, consisting of $80,000 in cash and $115,000 in equity. The equity portion of the retainer is granted in the form of restricted stock units (“RSUs”), rather than our previous approach of granting such equity in the form of vested shares of Common Stock. The RSU awards are generally subject to vesting on or around our next annual shareholders’ meeting and will cliff-vest at the end of such period, subject to each director’s continued service as a director. Beginning with the 2019 fiscal year, the Compensation Committee has discontinued its prior practice of allowing directors to elect to receive a portion of their cash retainer in the form of additional stock. These changes are consistent with market practice and better align the interests of our directors and shareholders.

•	Schedule of Payments: Our new practice is to pay the cash portion of retainer fees on a quarterly basis rather than our previous approach of paying cash retainer fees on an annual basis. The equity portion of the retainer will continue to be granted to our directors on an annual basis at the time of our annual shareholders’ meeting.

•	Independent Board Chair: As described in the section named “Governance of the Company--2018 Fiscal Year Governance Enhancements” on page 13, the Board elected Mr. Horak to the position of independent Board Chair. The independent Board Chair will receive an additional annual cash retainer in the amount of $130,000.

•

Committees: The annual committee retainer for the Audit Committee increased from $12,000 to $15,000, which brings such retainer in line with market practice. No changes were made to the annual committee retainers for the Compensation Committee, which remained at $10,000, to the Nominating and Corporate Governance Committee, which remained at $8,000, or to the Risk Committee, which remained at $8,000. In order to improve efficiency and eliminate redundancies, the Board combined the duties of its Succession Planning Committee with those of its Compensation Committee, resulting in the elimination of a separate Succession Planning Committee.

•

Committee Chairs: As set forth above, and consistent with our prior practice, a director serving as the chair of a committee is provided an annual committee chair retainer in lieu of standard committee fees. In order to improve the additional competitiveness of our executive compensation program, the annual retainers for the Audit Committee chair increased from $25,000 to $32,500, plus the Audit Committee chair continues to receive the $5,000 annual fee for serving on the “disclosure committee” (as described above), the Compensation Committee chair increased from $20,000 to $25,000, the Nominating and Corporate

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Stock Ownership Requirements: The Board previously set forth a policy that required directors to accumulate share holdings of at least 5,000 shares of Company stock within three years of becoming a director. Our new practice is for each director to accumulate share holdings of at least five times the amount of the regular annual cash retainer for Board members (excluding committee retainers), currently $80,000, within five years of becoming a Board member. Consistent with our previous approach, the directors should employ reasonable, good faith efforts thereafter to maintain share holdings of at least that amount throughout their tenure as directors of the Company. If, after the amount is achieved, there is a change in the price of Company stock which results in a drop below the requirement, the requirement shall remain satisfied. For this purpose, restricted stock and unvested RSUs may be counted towards the ownership requirement, but stock options may not be.

(1)

Each director received approximately $195,000 in total compensation for the 2018 fiscal year, consisting of $80,000 in cash and $115,000 in equity, plus certain additional cash retainers for service on committees as members and chairs and for service as Board Chair. Such amounts were pro-rated based on each director’s length of service since the 2017 annual shareholders’ meeting as a director of the Company or in the relevant role, as applicable. The incumbent directors received their equity as vested shares of Common Stock at the time of the 2017 annual shareholders’ meeting and directors who joined the Board after the 2017 annual shareholders’ meeting received their equity as RSUs, pursuant to the Company’s newly adopted policy in respect of director compensation. No director elected to receive any of his or her cash retainer for the 2018 fiscal year in the form of additional stock, and the Company has discontinued such program beginning with the 2019 fiscal year.

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(2)

The amounts reported for stock awards represent the aggregate grant date fair value of stock of (i) in the case of Mr. Horak, Ms. Bridgewater, Ms. Heiden, Ms. Renda, Mr. Danos, Mr. Kimball, Mr. Lamberti and Mr. Myers, 1,043 vested shares of Common Stock, (ii) in the case of Mr. Frieson, Mr. Lenhardt and Ms. Wing, 554 RSUs and (iii) in the case of Ms. Schmeling, 488 RSUs. The RSU awards were pro-rated for each director’s length of service as a director and will cliff-vest on September 21, 2018, subject, in each case, to continued service as a director. The actual value, if any, that is realized by a director from an RSU award, will depend on the market price of Common Stock on the applicable vest date. For information about the financial reporting of the RSUs granted in the 2018 fiscal year, see Note 4 to the Company’s consolidated financial statements included in the Company’s Form 10-K filing in respect of the 2018 fiscal year.

(3)

In accordance with the de minimis exceptions under the SEC rules, no amounts are included in this column for director life insurance premiums, because the aggregate amount in respect of the 2018 fiscal year was less than $200 per person. In addition, pursuant to SEC rules, Mr. Myers’ annual retirement benefit of $330,000, which he receives pursuant to his employment agreement from the time he served as the Chief Executive Officer of the Company, is not included because his right to receive such retirement benefits is unrelated to his service as a director of the Company. For additional information regarding Mr. Myers’ retirement benefit, see the section named “Certain Relationships and Related Transactions” on page 71.

(4)	Mr. Horak was the Company's Lead Director for the 2018 fiscal year, and was later appointed as the independent Board Chair on March 6, 2018.

(5)	Mr. Frieson was elected to the Board on March 6, 2018, at which time he was appointed to the Nominating and Corporate Governance and Risk Committees.

(6)	Ms. Heiden was elected to the Board on July 19, 2017, and was appointed to the Audit, Compensation and Risk Committees on September 15, 2017. She became Audit Committee chair following the death of Mr. Danos on March 18, 2018.

(7)	Mr. Lenhardt was elected to the Board on March 6, 2018, at which time he was appointed to the Audit and Compensation Committees.

(8)	Ms. Schmeling was elected to the Board on March 29, 2018, at which time she was appointed to the Audit and Nominating and Corporate Governance Committees.

(9)	Ms. Wing was elected to the Board on March 6, 2018, at which time she was appointed to the Compensation and Risk Committees.

(10)	Mr. Kimball, Mr. Lamberti and Mr. Myers retired and resigned from the Board effective March 6, 2018. Mr. Danos served as a director until his death on March 18, 2018.

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(a)	Audit fees primarily relate to (i) the audit of our consolidated financial statements for the indicated fiscal years, (ii) the audit of the effectiveness of internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, and (iii) the reviews of our unaudited consolidated condensed interim financial statements during the indicated fiscal years.

(b)	Fees for audits of employee benefit plans.

(c)	Fees for tax consulting.

(d)	Fees for subscription for online research services.

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(1)	Represents, with respect to each fiscal year listed above, the sum of (x) the number of service-based restricted stock units granted in such fiscal year and (y) the number of Shares that may be issued under performance share units granted in the 2018 fiscal year based on target-level performance.

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(1)	Represents the sum of (x) the number of unexercised options, (y) the number of outstanding service-based restricted stock units and (z) the number of Shares that may be issued under outstanding performance share units granted in the 2018 fiscal year based on target-level performance.

•	No liberal Share recycling.

◦	Shares withheld or tendered to satisfy applicable tax withholding obligations or in payment of the exercise price of an award would not be available again for purposes of determining the maximum number of Shares available for delivery under the Plan.

◦	Each Share with respect to which a stock-settled stock appreciation right is exercised would be counted as one Share against the maximum number of Shares available for delivery under the Plan, regardless of the number of Shares actually delivered upon settlement of such stock-settled stock appreciation right.

•	Minimum vesting requirement. Unlike the 2009 Plan, 95% of stock-based awards would be subject to a minimum vesting period of one year.

•	No discretionary authority to accelerate awards upon termination. Unlike the 2009 Plan, the Committee would not have discretionary authority to accelerate vesting of an award in the event of a participant's termination of employment, other than in connection with the participant's death or disability.

•

“Double-trigger” vesting of awards upon a Change of Control. Unlike the 2009 Plan, awards would not accelerate upon a Change of Control (as defined in the Plan and described below), unless (i) the awards are not assumed by the acquirer or (ii) a participant is terminated without Cause or resigns for Good Reason (each, as defined in the Plan and described below) within 24 months following the Change of Control.

•	No liberal Change of Control definition. The definition of Change of Control would require consummation, not only shareholder approval, of a merger or similar corporate transaction.

•	Dividend and dividend equivalents vesting requirements. Unlike the 2009 Plan, no dividends or dividend equivalents would be paid on any award until the underlying award becomes payable.

•	Awards subject to clawback. Awards under the Plan held by our executive officers would be subject to recoupment under certain circumstances in accordance with our executive officer clawback policy.

•	Limit on annual grants to non-employee directors. Unlike the 2009 Plan, the Plan imposes a dollar limitation on the maximum value of awards granted and cash compensation paid to non-employee directors in a single calendar year.

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•	No evergreen funding feature. The Plan does not contain a provision for automatic increases in Shares available under the Plan.

•	No repricing of stock options or stock appreciation rights. The Committee would not have the power to reprice stock options or stock appreciation rights with an exercise price that is less than the original exercise price or cancel such awards in exchange for a cash payment or other grant of equity-based awards, unless such action is approved by our shareholders.

•	Ten-year expiration. No stock option or stock appreciation right would be permitted to be exercisable after the ten-year anniversary of the date of grant.

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•	all outstanding stock options and stock appreciation rights that are unexercisable or unvested would become fully exercisable and vested; and

•	all restricted stock, restricted stock units and other stock-based awards that are unvested or still subject to restrictions or forfeiture would automatically be deemed vested, and all restrictions and forfeiture provisions would lapse.

•	all outstanding stock options and stock appreciation rights that are subject to service-based (but not performance-based) vesting conditions and that are unexercisable or unvested would become fully exercisable and vested;

•	all restricted stock, restricted stock units and other stock-based awards units that are subject to service-based (but not performance-based) vesting conditions and that are unvested or still subject to restrictions or forfeiture would automatically be deemed vested, and all restrictions and forfeiture provisions would lapse; and

•	all awards subject to performance-based vesting conditions would vest either (i) based on actual performance achieved prior to the Change of Control or (ii) at the target level, pro-rated based on the portion of the performance period elapsed as of the Change of Control.

•

an acquisition by any person of beneficial ownership of a percentage of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors that was equal to 20% or more, except in the event of (i) any acquisition by a person who, on the Effective Date, is a beneficial owner of 20% or more of the combined voting power of the Company, (ii) any acquisition directly from the Company, including a public offering of securities, (iii) any acquisition by the Company, (iv) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate or subsidiary; or (v) any Non-Qualifying Transaction (as defined below);

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individuals who constitute the Board as of the Effective Date cease, for any reason, to constitute at least a majority of the Board, except that any individual becoming a director subsequent to the Effective Date whose election or nomination was approved by at least a majority of the directors then comprising the incumbent Board would be considered as though such individual were a member of the incumbent Board; however, this exception would exclude any such individual whose initial assumption of office is pursuant to an actual or threatened election contest relating to the election or removal of the directors of the Company or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board;

•

consummation of a reorganization, merger, consolidation or similar transaction to which the Company is a party or a sale or other disposition of all or substantially all of the assets of the Company, unless, immediately following such transaction, (i) all or substantially all the persons who beneficially owned the securities eligible to vote for the election of the Board continue to own more than 50% of the combined voting power of the corporation or entity resulting from such transaction substantially in the same proportion, (ii) at least 50% of the members of the board of directors of the entity resulting from such transaction are incumbent directors and (iii) no person beneficially owns 20% or more of the outstanding voting securities of the entity resulting from such transaction (any transaction that satisfies all three of the criteria specified in the foregoing clauses (i), (ii) and (iii), a “Non-Qualifying Transaction”); or

•	the shareholders approve a plan of complete liquidation or dissolution of the Company.

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Article 4.	Shares Subject to This Plan; Maximum Awards; Minimum Vesting Schedule.

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(a)

In the event of any extraordinary dividend or other extraordinary distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, rights offering, stock split, reverse stock split, split-up or spin-off, the Committee shall equitably adjust any or all of (i) the number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted, including (A) the Plan Share Limit and (B) the Annual Award Limits, and (ii) the terms of any outstanding Award, including (1) the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards or to which outstanding Awards relate and (2) the Exercise Price, if applicable, with respect to any Award; provided, however, that the Committee shall determine the method and manner in which to effect such equitable adjustment.

(b)

In the event that the Committee determines that any reorganization, merger, consolidation, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares (including any Change of Control) such that an adjustment is determined by the Committee in its discretion to be appropriate or desirable, then the Committee may, in such manner as it may deem appropriate or desirable in its sole and plenary discretion, (i) equitably adjust any or all of (A) the number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted, including (1) the Plan Share Limit and (2) the Annual Award Limits, and (B) the terms of any outstanding Award, including (1) the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Exercise Price, if applicable, with respect to any Award and (3) any applicable Performance Measure or Performance Period; (ii) make provision for a cash payment to the holder of an outstanding Award (but, solely with respect to unvested Awards in the case of a Change of Control, only if provision is not made in connection with such Change of Control for (A) assumption of such

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(a)	All outstanding Options and Stock Appreciation Rights that are unexercisable or otherwise unvested shall automatically be deemed exercisable or otherwise vested, as the case may be, as of the date of such termination; and

(b)	All Full Value Awards that are unvested or still subject to restrictions on forfeiture shall automatically be deemed vested and all restrictions and forfeiture provisions related thereto shall lapse as of the date of such termination.

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(a)	All outstanding Options and Stock Appreciation Rights that are subject to service-based (but not performance-based) vesting conditions that are unexercisable or otherwise unvested shall automatically be deemed exercisable or otherwise vested, as the case may be, as of immediately prior to such Change of Control;

(b)	All Full Value Awards that are subject to service-based (but not performance-based) vesting conditions that are unvested or still subject to restrictions or forfeiture shall automatically be deemed vested, and all restrictions and forfeiture provisions related thereto shall lapse as of immediately prior to such Change of Control; and

(c)	All Awards subject to performance-based vesting conditions shall vest either (i) based on actual performance achieved as of immediately prior to the Change of Control or (ii) at the target level, solely in the case of clause (ii), pro-rated based on the portion of the performance period elapsed as of the Change of Control.

16.1	Amendment and Termination of the Plan and Award Agreements.

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