UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Explanatory Note
Equity Grant & Approval Timing Practices
The Company maintains the Equity Grant Award Policy (Equity
Policy), which is intended to prevent stock option backdating and other grant timing issues in relation to the release of material, non-public
information. Under the Equity Policy, the Compensation Committee approves annual equity awards and other off-cycle equity awards, including
in connection with new hires and promotions, to executive officers who are subject to Section 16(a) of the Exchange Act and other senior
executives. The Compensation Committee has delegated authority to the Equity Grant Committee, which currently consists of the CEO, to
approve equity awards to other employees, within certain parameters.
For all stock options or stock appreciation rights, the exercise price is the closing price of our common stock on the NYSE on the date of the grant. If the grant date falls on a non-trading day, the exercise price is the closing price of our common stock on the NYSE on the next trading day following the date of grant.
No off-cycle stock option awards were granted to NEOs in fiscal year 2024. During fiscal year 2024, we did not grant equity awards to our NEOs during the four business days prior to or the one
business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material, nonpublic
information.