On October 10, 2012, the Compensation and Human Resources Committee of the Company's Board of Directors (the "Committee") adopted an incentive compensation plan (the "Plan") for the Company's fiscal year ending April 30, 2013 ("fiscal 2013"), for Michael P. Duloc, the Chief Executive Officer of the Company's Media Services businesses. Mr. Duloc is the son-in-law of Nicholas G. Karabots, the Vice Chairman of the Company's Board of Directors and Chairman of the Committee. Mr. Karabots did not participate in the Committee's vote to adopt the Plan.

Under the terms of the Plan, Mr. Duloc will be entitled to earn a cash bonus beyond his regular salary based upon the Company's Media Services businesses achieving certain levels of net revenue, adjusted to eliminate certain items ("Adjusted Revenue"), and earnings before interest and taxes, subject to certain adjustments ("Adjusted EBIT") for fiscal 2013. The amount of the bonus, if any is earned, will vary based on the actual Adjusted Revenue and Adjusted EBIT achieved for fiscal 2013 as compared to certain "Minimum" and "Goal" amounts set forth in the Plan. The amount of the bonus will equal the sum of the results of the items in the Bonus Amount column in the table below.

    Fiscal 2013                               Bonus Amount
      Results
Adjusted Revenue up     $25.31 for each $10,000 by which Adjusted Revenue exceeds
to the Adjusted         the Adjusted Revenue Minimum ($12,500 if Adjusted Revenue
Revenue Goal            is at least equal to the Adjusted Revenue Goal).

Adjusted Revenue in     $4.56 if Adjusted EBIT is at least equal to the Adjusted
excess of the           EBIT Minimum, or $1.52 if it is not, for each $10,000 by
Adjusted Revenue        which Adjusted Revenue exceeds the Adjusted Revenue Goal.
Goal

Adjusted EBIT up to     $299.04 for each $10,000 by which Adjusted EBIT exceeds
the Adjusted EBIT       the Adjusted EBIT Minimum ($37,500 if Adjusted EBIT is at
Goal                    least equal to the Adjusted EBIT Goal).

Adjusted EBIT in        $179.37 if Adjusted Revenue is at least equal to the
excess of the           Adjusted Revenue Minimum, or $59.79 if it is not, for
Adjusted EBIT Goal      each $10,000 by which Adjusted EBIT exceeds the Adjusted
                        EBIT Goal.