Our actual results could differ materially from those discussed in these forward-looking statements. Accordingly, actual results could differ significantly from these estimates. Actual results could differ from these estimates.

Our actual results could differ materially from those discussed in these forward-looking statements. Accordingly, actual results could differ significantly from these estimates. Actual results could differ from these estimates.

• Review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation; in conjunction with the evaluation conducted by the Board as described in the Company’s Corporate Governance Guidelines, evaluate the Chief Executive Officer’s performance in light of these goals and objectives; and determine and approve (or determine and approve, and recommend to the independent members of the Board for their determination and approval) the Chief Executive Officer’s compensation level based on this evaluation and comparable market data provided by an independent compensation consultant. • In determining the long-term incentive component of the Chief Executive Officer’s compensation, consider the Company’s performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the Chief Executive Officer in the past. • Review and approve the compensation of other executive officers of the Company, including benefits and perquisites, taking into consideration the Company’s performance, comparable market data, the performance of each executive officer, and such other factors as may, in the Committee’s discretion, be appropriate. • In evaluating and making recommendations regarding, or determining and approving, executive compensation, the Committee shall consider the results of the most recent shareholder advisory vote on executive compensation (“Say on Pay Vote”) required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). • With respect to incentive compensation plans and equity-based plans: • Make recommendations to the Board with respect to the approval of incentive compensation plans for executive officers and all equity-based plans. • Review and approve equity-based grants and awards, including long-term incentive plan awards, to officers, senior managers, key employees, and other employees of the Company and its subsidiaries under the Company’s equity-based plans. • Review and approve the performance criteria, target awards, payout criteria and like items for the Company’s long-term incentive compensation plans. • Review and approve (a) attainment levels for executive officers under the Company’s annual incentive plan; (b) payments to executive officers under the annual incentive plan; and (c) payments to executive officers under the Company’s long-term incentive compensation plans. • Administer the Company’s equity-based incentive compensation plans and other plans 3 adopted by the Board that contemplate administration by the Committee. • Review and approve special bonuses and/or other awards to executive officers on a case-by- case basis for outstanding performance. • Review and approve the terms of all employment agreements, management continuity agreements and change in control agreements for elected officers.

• Review and approve a peer group of companies to be used for marketplace trend analysis and to assess the competitiveness of the Company’s total compensation opportunities for executive officers. 2 • Review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation; in conjunction with the evaluation conducted by the Board (including as described in the Company’s Corporate Governance Guidelines), evaluate the Chief Executive Officer’s performance annually in light of these goals and objectives; and determine and recommend to the independent members of the Board for their determination and approval the Chief Executive Officer’s compensation level based on this evaluation and considering comparable market data provided by an independent compensation consultant. • In determining the long-term incentive component of the Chief Executive Officer’s compensation, consider the Company’s performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the Chief Executive Officer in the past. • Review and approve the compensation of other executive officers of the Company, including benefits and perquisites, taking into consideration the Company’s performance, comparable market data, the performance of each executive officer, and such other factors as may, in the Committee’s discretion, be appropriate. • In evaluating and making recommendations regarding, or determining and approving, executive officer compensation, the Committee shall consider the results of the most recent shareholder advisory vote on executive compensation (“Say on Pay Vote”) required by Section 14A of the Exchange Act. • Make recommendations to the Board with respect to the approval of incentive compensation plans for executive officers and all equity-based plans. • For annual (or other short term) incentive plans: o Review and approve annual incentive plans (including performance criteria, target awards, payout criteria and similar award design items applicable under such plans) that are applicable to executive officers and any Company officers reporting directly to the Chief Executive Officer. o Review and approve attainment levels and payments to executive officers and any other Company officers reporting directly to the Chief Executive Officer. • For long-term and equity-based incentive plans: o Review and approve the performance criteria, target awards, payout criteria and similar award design items for recipients of grants and awards under the plans. o Review and approve grants, awards, and attainment levels, including equity-based grants, to recipients of grants and awards under such plans. o Review and approve payments for performance-based grants and awards to executive officers and any other Company officers reporting directly to the Chief Executive Officer, as applicable, under such plans. • Administer the Company’s equity-based incentive compensation plans and other plans adopted by the Board that contemplate administration by the Committee. • Review and approve the terms of all employment agreements, executive severance plan and agreements, management continuity agreements and change in control agreements for elected officers. • Approve the adoption and amendment of Company stock ownership guidelines and annually review compliance with these guidelines. 3 Non-employee Director Compensation. • Review the compensation of non-employee directors and make recommendations to the Board regarding changes to existing compensation levels. • Review and recommend to the Board for its approval equity-based grants and awards to non- employee directors under the Company’s equity-based plans and annually review compliance with Company stock ownership guidelines.

• Review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation; in conjunction with the evaluation conducted by the Board as described in the Company’s Corporate Governance Guidelines, evaluate the Chief Executive Officer’s performance in light of these goals and objectives; and determine and approve (or determine and approve, and recommend to the independent members of the Board for their determination and approval) the Chief Executive Officer’s compensation level based on this evaluation and comparable market data provided by the independent compensation consultant. • In determining the long-term incentive component of the Chief Executive Officer’s compensation, consider the Company’s performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the Chief Executive Officer in the past. • Review and approve the compensation of other executive officers of the Company, including benefits and perquisites, taking into consideration the Company’s performance, comparable market data, the performance of each executive officer, and such other factors as may, in the Committee’s discretion, be appropriate. • In evaluating and making recommendations regarding, or determining and approving, executive compensation, the Committee shall consider the results of the most recent shareholder advisory vote on executive compensation (“Say on Pay Vote”) required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). • With respect to incentive compensation plans and equity-based plans: • Make recommendations to the Board with respect to the approval of incentive compensation plans for executive officers and all equity-based plans. • Review and approve equity-based grants and awards, including long-term incentive plan awards, to officers, senior managers, key employees, and other employees of the Company and its subsidiaries under the Company’s equity-based plans. • Review and approve the performance criteria, target awards, payout criteria and like items for the Company’s annual incentive and long-term incentive compensation plans. • Review and approve (a) attainment levels under the Company’s annual incentive plan; (b) payments to executive officers of the Company under the annual incentive plan; and (c) payments to officers, senior managers and employees of the Company under the Company’s long-term incentive compensation plans. • Administer the Company’s equity-based incentive compensation plans and other plans adopted by the Board that contemplate administration by the Committee. • Review and approve special bonuses and/or other awards to executive officers on a case-by- case basis for outstanding performance. • Review and approve the terms of all employment agreements, management continuity agreements and change in control agreements for elected officers. 3 Non-employee Director Compensation. • Review the compensation of non-employee directors and make recommendations to the Board regarding changes to existing compensation levels. • Perform administrative functions with respect to the compensation of non-employee directors, including interpreting existing policy. • Review and approve (or approve and recommend to the Board for its approval) equity-based grants and awards to non-employee directors under the Company’s equity-based plans.

Our actual results could differ materially from those discussed in these forward-looking statements. Accordingly, actual results could differ significantly from these estimates. Actual results could differ from these estimates.

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CORE(TM) MB3147A LIGHT SKIN 22A 20-07388 NP CORE(TM) MB3152C LIGHT SKIN 56A 1007-02-002

Street Light Arm OnForce™ LFT adds strength and UV resistance in street light arm 

Qualifications, Attributes, Skills and Experience We believe that as our President and Chief Executive Officer and in light of his prior executive experience, Dr. We consider diversity to include differences in race, gender, national origin, ethnicity, nationality, and sexual orientation, as well as differences in viewpoint, background, experience and skills. The presentation of these measures may be different from non-GAAP financial measures used by other companies.