This presentation details the ISS burn rate caps for the period 2009 to 2014 and the burn rate industry benchmarks for 2015.

1. EXEQUITY
Independent Board and
Management Advisors
To protect the confidential and proprietary information included in this material, it may not be disclosed or provided to any third parties
without the approval of Exequity LLP.
ISS Burn Rate Caps: 2009–2015
Edward A. Hauder, Senior Advisor
March 17, 2015

2. 1XYZ/ISS Burn Rate Caps: 2009–2015_20150317 Exequity
ISS Burn Rate Caps
■ As part of its analysis of equity compensation plan proposals, Institutional Shareholder Services (ISS)
analyzes a company’s “burn rate” compared to maximum amounts established by ISS for S&P 500,
Russell 3000 (Non-S&P 500), and Non-Russell 3000 Global Industry Classification Standard (GICS)
groups
 ISS burn rate = (X + Y + Z) / 3, where:
► X = burn rate in last FY = [(options + SARs1 granted during last FY) + (FVAs2 granted during
last FY x FVA multiplier)] / weighted average CSO3 during last FY
► Y = burn rate in last FY-1 = [(options + SARs granted during last FY-1) + (FVAs granted during
last FY-1 x FVA multiplier)] / weighted average CSO during last FY-1
► Z = burn rate in last FY-2 = [(options + SARs granted during last FY-2) + (FVAs granted during
last FY-2 x FVA multiplier)] / weighted average CSO during last FY-2
● FVA multiplier is determined by ISS as of a company’s lock-in date (four per year, based on
when a company’s shareholder meeting will be held) based on the company’s volatility during
the past three years, using the chart set forth on the next slide
Note: Performance-based FVAs are included in the year in which the underlying shares are delivered, i.e., in
the year earned and paid out, not the year in which the performance period begins.
Cash-settled awards (cash-settled RSUs,4 cash-settled SARs, etc.) are not included in the calculation, as
long as the company clearly discloses such awards will be paid out in cash and not shares.
1 Stock appreciation rights
2 Full value awards (generally any award other than a stock option or SAR that is settled by the issuance of shares)
3 Common shares outstanding
4 Restricted stock units

3. 2XYZ/ISS Burn Rate Caps: 2009–2015_20150317 Exequity
FVA Multiplier
■ A company’s FVA Multiplier depends on its three-year historic volatility annualized as of the company’s
specific ISS lock-in date
Annual Stock Price Volatility FVA Multiplier
54.6% and higher 1 FVA = 1.5 option shares
36.1% or higher and less than 54.6% 1 FVA = 2.0 option shares
24.9% or higher and less than 36.1% 1 FVA = 2.5 option shares
16.5% or higher and less than 24.9% 1 FVA = 3.0 option shares
7.9% or higher and less than 16.5% 1 FVA = 3.5 option shares
Less than 7.9% 1 FVA = 4.0 option shares
Note: ISS Research moved to using a three-year observation period for stock price volatility for purposes of
both its shareholder value transfer (SVT) and burn rate tests starting December 1, 2011

4. 3XYZ/ISS Burn Rate Caps: 2009–2015_20150317 Exequity
2015 ISS Burn Rate Caps/Industry Benchmarks: S&P 500
GICS Description
S&P 500
Mean
Standard
Deviation
2015 Burn
Rate Cap1
10 Energy 1.19% 0.56% 2.00%1
15 Materials 1.25% 0.71% 2.00%1
20 Industrials 1.44% 0.69% 2.13%
25 Consumer Discretionary 1.66% 0.84% 2.50%
30 Consumer Staples 1.42% 0.69% 2.11%
35 Health Care 1.99% 0.83% 2.82%
40 Financials 1.79% 1.46% 3.25%
45 Information Technology 3.24% 1.49% 4.73%
50 Telecommunication Services 0.95 0.33% 2.00%1
55 Utilities 0.82% 0.38% 2.00%1
1 Generally, Mean + Standard Deviation, subject to minimum cap of 2% (de minimis allowance) and
maximum +/- 2 percentage points relative to prior year burn rate cap for same industry/index group
Note: 2015 is the first year that ISS split out the S&P 500 from the Russell 3000 group
For 2015, ISS refers to the
Burn Rate Caps as
“Industry Benchmarks” since
theoretically under the new
Equity Plan Scorecard Policy
a company could exceed its
Industry Benchmark burn rate
and still receive some points
and so no longer represent a
maximum acceptable burn rate

5. 4XYZ/ISS Burn Rate Caps: 2009–2015_20150317 Exequity
2015 ISS Burn Rate Caps/Industry Benchmarks:
Russell 3000 (Non-S&P 500) and Non-Russell 3000
GICS Description
Russell 3000 (Non-S&P 500) Non-Russell 3000
Mean
Standard
Deviation
2015 Burn
Rate Cap1 Mean
Standard
Deviation
2015 Burn
Rate Cap1
1010 Energy 2.55% 2.48% 5.03% 2.51% 3.72% 6.23%
1510 Materials 1.60% 1.31% 2.91% 3.09% 3.89% 6.98%
2010 Capital Goods 1.93% 1.22% 3.15% 3.54% 3.96% 7.50%
2020 Commercial & Professional Services 2.86% 1.70% 4.56% 3.88% 3.64% 7.52%
2030 Transportation 1.84% 2.07% 3.91% 1.73% 2.14% 3.87%
2510 Automobiles & Components 2.02% 1.35% 3.37% 2.19% 2.02% 4.21%
2520 Consumer Durables & Apparel 2.32% 1.57% 3.89% 2.83% 3.05% 5.88%
2530 Consumer Services 2.58% 1.63% 4.21% 2.71% 3.00% 5.71%
2540 Media 2.65% 2..52% 5.17% 2.70% 2.49% 5.19%
2550 Retailing 2.65% 1.81% 4.46% 3.79% 2.72% 6.51%
3010, 3020, 3030 Consumer Staples 1.73% 1.42% 3.15% 2.36% 2.96% 5.32%
3510 Health Care Equipment & Services 3.28% 1.85% 5.13% 4.56% 3.91% 8.47%
3520 Pharmaceuticals & Biotechnology 3.78% 2.21% 5..99% 4.86% 3.86% 8.72%
4010 Banks 1.67% 1.67% 3.34% 1.20% 1.80% 3.00%
4020 Diversified Financials 4.56% 4.43% 8.99% 2.28% 4.11% 6.39%
4030 Insurance 2.04% 1.80% 3.84% 1.06% 1.68% 2.74%
4040 Real Estate 1.40% 1.31% 2.71% 0.93% 1.44% 2.37%
4510 Software & Services 4.97% 2.91% 7.88% 4.62% 3.70% 8.32%
4520 Technology Hardware & Equipment 3.65% 2.20% 5.85% 4.07% 3.91% 7.98%
4530 Semiconductor Equipment 4.75% 2.15% 6.90% 4.44% 4.26% 8.70%
5010 Telecommunication Services 3.03% 1.51% 4.54% 3.67% 3.66% 7.33%
5510 Utilities 0.84% 0.54% 2.00%1 1.81% 2.21% 4.02%
1 Generally, Mean + Standard Deviation, subject to minimum cap of 2% (de minimis allowance) and maximum +/- 2 percentage points relative to prior year burn rate cap for same
industry/index group

6. 5XYZ/ISS Burn Rate Caps: 2009–2015_20150317 Exequity
Russell 30001 ISS Burn Rate Caps: 2009–2015
1 Russell 3000 (Non-S&P 500) for 2015
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
7.00%
8.00%
9.00%
10.00%
1010 1510 2010 2020 2030 2510 2520 2530 2540 2550 3010,
3020,
3030
3510 3520 4010 4020 4030 4040 4510 4520 4530 5010 5510
MaximumBurnRate
GICS
ISS Burn Rate Maximums/Industry Benchmarks
2009 2010 2011 2012 2013 2014 2015*

7. 6XYZ/ISS Burn Rate Caps: 2009–2015_20150317 Exequity
2015 S&P 500 vs. 2014 Russell 3000 ISS Burn Rate Caps
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
7.00%
8.00%
9.00%
10.00%
1010 1510 2010 2020 2030 2510 2520 2530 2540 2550 3010,
3020,
3030
3510 3520 4010 4020 4030 4040 4510 4520 4530 5010 5510
MaximumBurnRate
GICS
ISS Burn Rate Maximums/Industry Benchmarks
2014 2015

8. 7XYZ/ISS Burn Rate Caps: 2009–2015_20150317 Exequity
2015 Russell 3000 (Non-S&P 500) vs.
2014 Russell 3000 ISS Burn Rate Caps
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
7.00%
8.00%
9.00%
10.00%
1010 1510 2010 2020 2030 2510 2520 2530 2540 2550 3010,
3020,
3030
3510 3520 4010 4020 4030 4040 4510 4520 4530 5010 5510
MaximumBurnRate
GICS
ISS Burn Rate Maximums/Industry Benchmarks
2014 2015

9. 8XYZ/ISS Burn Rate Caps: 2009–2015_20150317 Exequity
ISS Burn Rates/Industry Benchmarks
■ For meetings on or after February 1, 2015, ISS incorporated its burn rate analysis into its Equity Plan
Scorecard (EPSC) policy
■ Under the EPSC policy, companies are scored on various aspects of their plan costs, plan features, and
grant practices, including burn rate
■ Companies can maximize the points they receive under the EPSC policy’s burn rate analysis by having a
burn rate that comes in at or below 50% of their ISS Burn Rate Cap/Industry Benchmark

10. 9XYZ/ISS Burn Rate Caps: 2009–2015_20150317 Exequity
About Ed Hauder
Ed Hauder, Senior Advisor, Exequity LLP
■ Ed has consulted with companies in multiple industries on all aspects of executive and director
compensation. He focuses on helping companies design compensation programs that assist in
achieving their strategic goals and objectives, while at the same time keeping them out of the penalty
box with shareholders and the media. Ed also helps companies understand and find practical solutions
for technical matters impacting compensation, e.g., financial accounting, securities, tax, and corporate
governance issues. His expertise includes ISS compensation modeling and policies, which enabled him
to create the Flexible Share Authorization to maximize equity plan flexibility.
■ Ed is a frequent author and speaker and his recent articles have appeared in The Corporate Board,
workspan Weekly, BNA’s Executive Compensation Library, and Tax Management Compensation
Planning Journal.
■ Ed received a B.A. in International Relations from Juniata College, a J.D., cum laude, from Seattle
University School of Law, and an LL.M. (Tax), with honors, from IIT-Chicago-Kent College of Law.
Ed’s Contact Information
■ Email: edward.hauder@exqty.com | Office: 847-996-3990 | Cell: 847-406-8150
■ Exequity’s web site: www.exqty.com
■ Ed’s Equity Compensation Plan Blog: www.EdwardHauder.com
■ Follow Ed on Twitter: www.Twitter.com/EdHauder