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1.	Elect a board of 13 directors for the ensuing year;

2.	Ratify the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending October 27, 2019;

3.	Advisory vote to approve Named Executive Officer compensation as disclosed in the Company’s 2019 annual meeting proxy statement; and

4.	Such other matters as may properly come before the meeting.

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(1)	If you submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board of Directors’ recommendations set forth above.

(2)

If a stockholder holds shares in “street name” and does not provide voting instructions to the holder of the account regarding non-discretionary matters, such shares are considered “broker nonvotes.”   “Street name” means the shares are held in a stock brokerage account or by a bank, trust or other institution.  Broker nonvotes are counted for purposes of determining the presence of a quorum for the transaction of business.  Shares represented by broker nonvotes are not considered entitled to vote and thus are not counted for purposes of determining whether a proposal has been approved.  The New York Stock Exchange (“NYSE”) rules determine whether uninstructed brokers have discretionary voting power on a particular proposal.

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(3)	Shares represented by abstentions are counted for purposes of determining the presence of a quorum for the transaction of business and as shares represented at the meeting.

(4)	A majority of the votes cast means that there are more “FOR” votes than “AGAINST” votes.

(5)	An incumbent director who is not re-elected under this standard must promptly offer to resign. The Governance Committee will make a recommendation on the offer and the Board must accept or reject the offer within 90 days and publicly disclose its decision and rationale. In the event of a contested election, directors will be elected by a plurality of the votes cast.

•	Stockholders of record at the close of business on November 30, 2018, and their immediate family members;

•	Individuals holding written proxies executed by stockholders of record at the close of business on November 30, 2018;

•	Stockholders who provide a letter or account statement from their broker, bank or other nominee showing that they owned stock held in the name of the broker, bank or other nominee at the close of business on November 30, 2018, and their immediate family members;

•	Stockholders by virtue of stock held in the Company’s Employee Stock Purchase Plan at the close of business on November 30, 2018;

•	Other individuals with the approval of the Corporate Secretary; and

•	One authorized representative of stockholders that are corporations or other entities. Additional authorized representatives may be admitted with the approval of the Corporate Secretary.

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1.	Name of the candidate and the candidate’s business and residence addresses;

2.	A resume or biographical sketch of the candidate, which includes the candidate’s principal occupation or employment;

3.	A document(s) evidencing the number of shares of Company stock currently held by the candidate and the candidate’s willingness to serve as a director if elected; and

4.	A signed statement as to the submitting stockholder’s current status as a stockholder, which includes the stockholder’s address and the number of shares of Company stock currently held.

•	Intellect;

•	Integrity;

•	Broad-based experience at the policy-making level in business, government, education or the public interest;

•	Analytical ability;

•	Ability to qualify as an independent director;

•	Ability and willingness to devote time and energy to effectively carry out all Board responsibilities; and

•	Unique qualifications, skills and experience.

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•	At all times a substantial majority of the Board will be independent, as that term is defined in relevant law and the NYSE listing standards;

•

Directors who (1) retire from or change their principal employment, (2) reach retirement age of 72, (3) resign or are removed from, or fail to be re-elected to, the board of directors of any other public company, or (4) take action that creates a conflict of interest with the Company, must submit a letter of resignation from the Board. The Board may accept or reject a letter of resignation. It is the Board’s general policy that directors will not stand for reelection after reaching age 72;

•	The Board and Board committees will conduct annual self-evaluations. This self-evaluation process currently includes the completion and anonymous submission of Board and Board committee assessment surveys by all Board members and personal interviews conducted by the Lead Director with all Board members;

•	Directors participate in an annual strategic planning retreat, which provides directors a detailed overview of the Company’s strategic business plans and an opportunity to access senior management of the Company;

•	All independent directors will typically meet in executive session at the end of every regular Board meeting but in all circumstances at least quarterly;

•

The Compensation Committee will evaluate the Chief Executive Officer’s performance annually. This evaluation is based in part on a self-evaluation by the Chief Executive Officer (“CEO”), which is reviewed by all the nonemployee directors. The annual evaluation will take into account the CEO’s performance measured against established goals. After the process has been completed, the Compensation Committee will set the CEO’s compensation and obtain the Board’s ratification of such compensation;

•	Directors will have full access to officers and employees of the Company; and

•	The Board and each committee have the power to hire independent legal, financial or other advisers, without consulting or obtaining the approval of any officer of the Company.

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•	Serve as a liaison between the Chairman and the nonemployee directors;

•	Serve as a liaison among the nonemployee directors;

•	Provide input to the Chairman on the preparation of Board meeting agendas, including content, sequence, and time allocations;

•	Have the authority to call meetings of the nonemployee directors, with advance notice of such meetings to be given to the Chairman;

•	Preside at meetings of the Board in the absence of the Chairman;

•	Preside at executive sessions of the nonemployee or independent directors;

•	In conjunction with the Governance Committee, take an active role in the Board’s annual self-evaluation; and

•	In conjunction with the Compensation Committee, take an active role in the annual evaluation of the CEO.

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(1)	Gary C. Bhojwani moved from the Audit Committee to the Governance Committee effective at the end of the September 24, 2018 Board meeting. There were no Governance Committee meetings held after that date in fiscal 2018.

(2)	William A. Newlands joined the Board after fiscal 2018 year end, at the Board’s November 19, 2018 meeting, and was appointed to the Audit Committee effective at the end of that meeting.

(3)	Sally J. Smith was appointed to the Compensation Committee effective at the end of the Board’s November 19, 2018 meeting.

(4)	John L. Morrison served on the Compensation and Governance Committees until his term expired on January 30, 2018.

•	Select and evaluate the performance of the independent registered public accounting firm;

•	Discuss with the internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits;

•	Ensure that the independent registered public accounting firm is accountable to the Committee and that the firm has no relationship with management or the Company that would impair its independence;

•	Review and discuss with management and the external auditors the quarterly and annual financial statements of the Company;

•	Establish procedures for the handling of complaints received by the Company regarding accounting, internal controls or auditing matters, including the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;

•	Provide an open avenue of communication between the internal auditors, the external auditors, Company management and the Board;

•	Understand the Company’s key areas of risk and assess the steps management takes to manage such risk; and

•	Oversee the Company’s Code of Ethical Business Conduct, including assessment of the steps management takes to assure the Company’s compliance with all applicable laws and regulations and corporate policies.

•	Establish compensation arrangements for all officers of the Company;

•	Engage a compensation consultant to review the Company’s compensation programs;

•	Make recommendations to the Board regarding incentive compensation and equity-based compensation plans, and administer such plans;

•	Make recommendations to the Board regarding compensation to be paid to the Company’s directors; and

•	Establish investment policies for the Company’s defined benefit pension plans, and periodically review investments for consistency with those policies.

•	Establish criteria for new directors and evaluate potential candidates;

•	Make recommendations to the Board regarding the composition of Board committees;

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•	Make recommendations to the Board of a member of the Board for election as Lead Director;

•	Review the Company’s executive succession plans;

•	Periodically assess the Company’s Corporate Governance Guidelines, as well as the Company’s adherence to them;

•	Monitor the Company’s sustainability, environmental, and corporate social responsibility activities;

•	Evaluate objectives and policies regarding the Company’s management of its human resources; and

•	Oversee the annual evaluation of the Board.

•	Annual retainer of $70,000;

•	Additional retainer of $25,000 per year for Lead Director;

•	Additional retainer of $15,000 per year for chair of the Audit and Compensation Committees;

•	Additional retainer of $10,000 per year for chair of the Governance Committee;

•	Meeting fee for each committee meeting of $1,000 for attendance in person or $500 for attendance by telephone (no meeting fees are paid for attendance at Board meetings); and

•	An award of restricted shares of Company common stock having a fixed value of $160,000 on February 1 based on the NYSE closing price for the stock at the end of that day (rounded to the nearest whole share number), subject to a restricted period which expires upon the date of the Company’s next annual stockholders meeting.

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•	Annual retainer increased to $80,000;

•	Additional retainer for chair of the Audit Committee increased to $25,000 per year;

•	Additional retainer for chair of the Compensation Committee increased to $20,000 per year;

•	Additional retainer for chair of the Governance Committee increased to $15,000 per year;

•	Committee meeting fees were eliminated;

•	Added an additional annual retainer of $10,000 for Audit Committee members;

•	Added an additional annual retainer of $7,500 for Compensation Committee members; and

•	Added an additional annual retainer of $5,000 for Governance Committee members.

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(1)	Jeffrey M. Ettinger retired from the Board on November 20, 2017. Mr. Ettinger waived any director compensation for fiscal 2018 he otherwise would have been entitled to receive.

(2)	Consists of annual retainer, additional retainer for Lead Director and committee chairs, and committee meeting fees. Includes amounts voluntarily deferred under the Company’s Nonemployee Director Deferred Stock Plan.

(3)

Consists of the aggregate grant date fair value of restricted stock awarded to each nonemployee director in fiscal 2018, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (Compensation – Stock Compensation) (“FASB ASC Topic 718”). Each nonemployee director on February 1, 2018 received a grant of 4,695 shares of restricted stock. The grant date fair value is based on the NYSE closing price of our common stock on the grant date, which was $34.08 on February 1, 2018.

(4)	As of October 28, 2018, nonemployee directors held the following number of unexercised stock options and unvested shares of restricted stock (rounded to the nearest full share):

(5)	Consists primarily of dividend equivalents paid on stock units under the Company’s Nonemployee Director Deferred Stock Plan. Also includes matching gifts to educational institutions made by the Company on behalf of directors as follows: Mr. Lacy - $10,000; and Mr. Nakasone - $10,000. This matching gift program is available to all full-time and retired employees and directors of the Company.

(6)	Mr. Morrison’s term expired on January 30, 2018.

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(1)

The Hormel Foundation (“Foundation”) holds 27,544,172 of such shares as individual owner and 228,888,944 of such shares as trustee of various trusts. The Foundation, as trustee, votes the shares held in trust. The Foundation has a remainder interest in all of the shares held in trust. The remainder interest consists of principal and accumulated income in various trusts. These interests are to be distributed when the trusts terminate upon the death of designated beneficiaries, or upon the expiration of twenty-one years after the death of such designated beneficiaries.

(2)

Based on information provided in an Amendment No. 1 to a Schedule 13G filed with the Securities and Exchange Commission on February 9, 2018, The Vanguard Group, Inc. reported it has sole power to vote 387,192 shares, shared power to vote 92,351 shares, sole power to dispose of 31,222,855 shares, and shared power to dispose of 469,200 shares; Vanguard Fiduciary Trust Company, an investment manager, is the beneficial owner of 294,044 shares; and Vanguard Investments Australia, Ltd., an investment manager, is the beneficial owner of 266,938 shares. The shares reported are held by the company in trust accounts for the economic benefit of the beneficiaries of those accounts.

(3)	Based on information provided in a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2018, State Street Corporation reported it has shared power to vote 30,588,455 shares and shared power to dispose of 30,588,455 shares. The shares reported are held by the company in trust accounts for the economic benefit of the beneficiaries of those accounts.

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(1)	Except as otherwise indicated and subject to applicable community property and similar statutes, the persons listed as beneficial owners of the shares of the Company’s common stock have sole voting and investment powers with respect to the shares. None of the shares are pledged as security. Holdings are rounded to the nearest full share.

(2)	Consists of shares subject to options exercisable on or within 60 days of November 30, 2018.

(3)	Includes 52,880 shares of the Company’s common stock beneficially owned by members of Mr. Sheehan’s household.

(4)	Shares listed as beneficially owned include, where applicable, shares allocated to participants’ accounts under the Hormel Tax Deferred Investment Plan A – 401(k), and a pro-rata share of unallocated shares held in the Company’s Joint Earnings Profit Sharing Trust for the benefit of participants.

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•	Attract and retain highly qualified executive officers; and

•	Incent the behavior of executive officers to create stockholder value.

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•	Base Salary;

•	Operators’ Share Incentive Compensation Plan;

•	Annual Incentive Plan;

•	Long-Term Incentives;

•	Stock Incentives; and

•	Benefits and Perquisites.

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•

For most participants, including all of the NEOs, the modifier is based on asset management. Asset management is calculated as the average measured assets (including accounts receivable, inventories, prepaid expenses, intangible assets, property, plant & equipment, investments, and other assets) as a percentage of the annual operating plan. The asset management modifier may increase or decrease the payout based on EBIT/segment profit. Asset management within 95% to 105% of the plan will have no impact on the payout. Asset management below 95% of the plan will increase the payout by 20%. Asset management above 105% of the plan will decrease the payout by 20%.

•	The Committee has authority to modify the performance goal at the beginning of the year to provide for adjustments for certain non-recurring items, and to exercise negative discretion when measuring performance after year-end. As a result, the measurement of asset management for Total Company and Refrigerated Foods excluded the assets attributed to the Columbus business acquired during the year.

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•	Segment profit targets and results are competitively sensitive information that the Company does not publicly disclose; and

•	Segment asset management targets and results are competitively sensitive information that the Company does not publicly disclose.

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•	Approval of the companies included in the peer group for comparison purposes;

•	Approval of threshold, target and performance goals for short- and long-term incentives;

•	Approval of all pay actions and equity grants for the Senior Management Group; and

•	Establishment of parameters for equity grants to management employees of the Company outside of the Senior Management Group which may be approved by the CEO under authority delegated to him by the Committee.

1.	Our short-term variable pay consists of two programs that provide a strong balance of performance measures:

•	The Operators’ Share Plan rewards absolute Company-wide EPS performance. The plan ties all participants to the results of the total Company;

•	The AIP rewards the achievement of operating income and asset management relative to Committee-approved goals;

▪	The inclusion of asset management discourages decisions focused purely on short-term results;

▪	Including both Company-wide and division measures creates a balance between focus on overall results and a pay-for-performance relationship for division executives; and

▪	The cap on annual payouts mitigates the risk of excessive rewards for temporary, unsustainable results.

2.	Our long-term incentive structure consists of two programs that balance absolute and relative shareholder value creation over a multi-year period:

•	The LTIP performance awards program rewards relative total shareholder return over a three-year performance period;

▪	The relative nature of the measurement mitigates the risk of overpayment for absolute performance that lags industry expectations;

•	The Stock Option grants vest over a four-year period and provide reward for the achievement of absolute stock price performance;

▪	Multi-year vesting of options mitigates the risk that executives can reap excessive rewards from temporary stock price increases;

•	In addition, executives (and directors) are subject to stock ownership guidelines, which require minimum stock holdings for the duration of the executives’ employment; and

•	Further, the multi-year nature of both plans also serves as a retention tool, mitigating the risk of unwanted executive turnover.

3.	Executive officers’ incentive compensation is subject to recoupment in the event of certain financial restatements to recover amounts that would not have been earned based on the restated financial results.

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(1)	Includes amounts voluntarily deferred under the Company’s Tax Deferred Investment Plan A - 401(k) and the Executive Deferred Income Plan.

(2)	Consists of a discretionary bonus that was paid, in the same amount, to all other eligible employees.

(3)

Consists of the aggregate grant date fair value of stock options granted during the fiscal year, calculated in accordance with FASB ASC Topic 718. The grant date fair value is based on the Black-Scholes valuation model. Assumptions used to calculate these amounts are included in Note A, “Summary of Significant Accounting Policies – Employee Stock Options,” and Note L, “Stock-Based Compensation,” of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended October 28, 2018.

(4)

Consists of Operators’ Share Incentive Compensation Plan and Annual Incentive Plan payments earned during the fiscal year, the majority of which were paid subsequent to fiscal year end, and payouts under the LTIP performance awards, as shown in the table below. For the LTIP performance period June 5, 2015 through June 22, 2018, the Company’s Total Shareholder Return was at the 69.6 percentile of its peer group, resulting in a payout at 139.1% of the target awards. Includes amounts voluntarily deferred under the Executive Deferred Income Plan.

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(5)

Consists of the annual increase in the actuarial present value of accumulated benefits under the Pension Plan and the SERP. In fiscal 2018, the annual change in the actuarial present value of accumulated benefits under the Pension Plan and the SERP was a negative amount for the following NEOs: Mr. Snee – ($118,308); Mr. Day – ($157,109); Mr. Leitch – ($75,440); and Mr. Splinter – ($90,567). In accordance with SEC rules, the present value was determined using the same assumptions applicable for valuing pension benefits for purposes of our financial statements. See “Pension Benefits” on page 30. The NEOs had no above-market or preferential earnings on deferred compensation.

(6)	All other compensation, including perquisites and other personal benefits, consists of the following:

(a)

Consists of Joint Earnings Profit Sharing distributions for each fiscal year that were authorized and paid subsequent to fiscal year end. Company Joint Earnings Profit Sharing distributions may be authorized by the Board of Directors in its discretion based on Company profits. The total amount of Company distributions declared available to all participants by the Board is allocated in the same proportion as each person’s base weekly wage bears to the total base wage for all eligible persons. Distributions to the NEOs are calculated using the same formula as is used for all eligible employees. Distributions to the NEOs include both a contribution to the Joint Earnings Profit Sharing Trust and a Joint Earnings profit sharing cash payment.

(b)	Consists of Company matching payments under the Hormel Tax Deferred Investment Plan A - 401(k). This matching payment, in the same amount, is available to all other eligible employees.

(c)	Consists of Company contributions to the Executive Deferred Income Plan for each fiscal year on behalf of participants for 401(k) match amounts which could not be contributed to the 401(k) Plan because of IRS limitations. These contributions are credited to participants’ accounts subsequent to fiscal year end.

(d)	Consists of the aggregate incremental cost to the Company of a vehicle provided to the NEO for business and personal use. This cost includes the depreciation expense of the vehicle and insurance, license, fuel and maintenance costs.

(e)	Consists of the aggregate incremental cost to the Company of use of a Company-owned condominium in Vail, Colorado. This cost is the total costs of the property allocated between the two units in the condominium and then divided by the number of weeks the units are available for use. Costs of the property include property management, insurance, utilities, remodeling, repairs and property taxes.

(f)	Consists of reimbursements paid by the Company for air travel lounge membership expenditures. Such expenditures are allocated evenly over the term of the membership.

(g)	Consists of costs of physical medical examinations paid for by the Company.

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(1)

The “Operators’ Shares” column discloses the number of Operators’ Shares granted to each NEO for fiscal 2018. The “Target” column shows the estimated possible Operators’ Share payment for fiscal 2018 based on fiscal 2017 EPS of $1.57. In accordance with SEC rules, this estimated possible payment is based on the previous fiscal year’s performance since the fiscal 2018 EPS results are not determinable when the award is made at the beginning of fiscal 2018. The actual Operators’ Share payment earned in fiscal 2018 for each NEO based on fiscal 2018 EPS of $1.86 was paid subsequent to fiscal year end and is included under “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table on page 26. See “Operators’ Share Incentive Compensation Plan” on page 18 for a description of Operators’ Shares.

(2)

Consists of AIP performance awards granted in fiscal 2018. These awards include target amounts and are subject to threshold and maximum payouts under the AIP. The actual AIP payment earned in fiscal 2018 for each NEO was paid subsequent to fiscal year end and is included under “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table on page 26. See “Annual Incentive Plan” on page 18 for a description of the AIP and AIP payouts for fiscal 2018.

(3)

For Mr. Snee, consists of stock options granted under the Company’s 2018 Incentive Compensation Plan. For the NEOs other than Mr. Snee, consists of stock options granted under the Company’s 2009 Long-Term Incentive Plan. These options vest at 25% per year on the anniversary of the grant date. The grant date fair value is included under “Option Awards” in the Summary Compensation Table on page 26. See “Potential Payments Upon Termination” on page 31 for a discussion of how equity awards are treated under various termination scenarios.

(4)

Consists of LTIP performance awards made in fiscal 2018. The performance period is June 11, 2018 through the 20th trading day after the Company’s second fiscal quarter 2021 earnings release, ending June 30, 2021 at the latest. The actual cash amounts payable at the end of the performance period under these LTIP performance awards, if any, cannot be determined because the amount earned will be based on the Company’s future performance and the future performance of the peer group. See “Long-Term Incentives” on page 20 for a description of the LTIP awards and potential payouts for LTIP awards.

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(1)

Stock option grants generally vest in four equal annual installments, starting with one-fourth of the grant vesting on the first anniversary of the grant date. The stock options have a term of ten years. The grant date is thus ten years prior to the option expiration date shown in this table. Specific vesting dates are listed in footnote 2 below. See “Potential Payments Upon Termination” on page 31 for a discussion of how equity awards are treated under various termination scenarios.

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(2)	The table below shows the vesting schedule for all unexercisable options. These options vest on the anniversary of the grant date in the year indicated. For example, the December 5, 2017 option grant for Mr. Day vested as to 19,850 shares on December 5, 2018 and will vest as to 19,850 shares on each of December 5, 2019, December 5, 2020 and December 5, 2021.

(1)	Amount is the difference between the market price (NYSE prior day closing price) of the Company stock at the time of exercise and the exercise price of the options.

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(1)	Each of the NEOs other than Mr. Snee is eligible for early retirement under both the Pension Plan and the SERP. Early retirement provisions of these plans are described under “Pension Plan” on page 21 and “Supplemental Executive Retirement Plan” on page 22.

(1)	The following table identifies amounts that have already been reported as compensation in our Summary Compensation Table for the current and prior years:

•	All options vest immediately upon death of the executive;

•	Retirement or disability results in the continued vesting of options per the original vesting schedule, except that all options granted under the Company’s 2009 Long-Term Incentive Plan (the “Prior Plan”) vest immediately upon disability;

•	Vesting ends upon voluntary termination of employment and all options expire three months after such termination, except that options granted under the Prior Plan continue to vest during this three month post termination period;

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•	Upon a change in capital structure of the Company, including a change in control of the Company via a merger, a sale of assets, or a tender or exchange offer, the Compensation Committee may in its discretion take action which the Committee deems appropriate, including accelerating vesting of options or permitting the exchange of options for a cash payment or substitute options;

•	Options are forfeited immediately upon termination for cause; and

•

Options will be cancelled upon (1) a material breach of the Company’s Code of Ethical Business Conduct, (2) a breach of any nondisclosure or similar obligation or (3) rendering services for any organization or engaging directly or indirectly in any business that is competitive with, prejudicial to or in conflict with the interests of the Company. For options granted under the Prior Plan, options will be cancelled upon rendering services for any organization or engaging directly or indirectly in any business that is competitive with, prejudicial to or in conflict with the interests of the Company and options are forfeited immediately upon breach of a confidentiality or noncompete agreement, as determined by the Compensation Committee. All NEOs have signed a confidentiality agreement. Of the NEOs, Mr. Leitch and Mr. Splinter have each signed a noncompete agreement which prohibits him from working on competing products for a competitor of the Company for one year following termination of employment.

•	Death results in calculation of an award as if the performance period ended on the date of death and payment to the employee’s beneficiary of a prorated amount based on the employee’s actual period of employment during the performance period;

•	Change in control of the Company results in calculation of an award as if the performance period ended on the date change in control occurred and payment to the employee of that award without proration;

•	Retirement or disability results in a payment after the end of the performance period equal to the amount that would have been earned over the entire performance period prorated based on the employee’s actual period of employment;

•	Termination of employment for any reason other than retirement, disability or death results in forfeiture of all award rights; and

•

LTIP awards will be cancelled upon (1) a material breach of the Company’s Code of Ethical Business Conduct, (2) a breach of any nondisclosure or similar obligation or (3) rendering services for any organization or engaging directly or indirectly in any business that is competitive with, prejudicial to or in conflict with the interests of the Company. For LTIP awards granted under the Prior Plan, awards will be cancelled upon rendering services for any organization or engaging directly or indirectly in any business that is competitive with, prejudicial to or in conflict with the interests of the Company.

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(1)	Stock options are valued based on the difference between the $41.17 closing price of the Company’s stock on October 26, 2018, the last trading day of the fiscal year, and the applicable exercise price of the stock options. Amounts shown for stock options represent the value of all unexercisable options. Exercisable options would not be affected by this termination event.

(2)	Payments for LTIP performance awards upon death or change in control of the Company are based on actual Company performance through October 28, 2018. Payments for such awards upon death are prorated based on employment from the beginning of the performance period through October 28, 2018.

(3)

Retirement or disability results in a payment for LTIP performance awards after the end of the performance period equal to the amount that would have been earned over the entire performance period prorated based on the employee’s actual period of employment. These columns thus show the potential threshold, target and maximum payments for such awards, each prorated based on employment from the beginning of the performance period through October 28, 2018. The actual payment would not be determined until after the performance period end date for each award.

(4)

For this table, it is assumed that the Compensation Committee exercised its discretion to accelerate vesting of all options upon a change in control of the Company. Alternative assumptions which provide the same result are that the Committee exercised its discretion to permit the exchange of options for a cash payment or substitute options, in either case with a value equal to the difference between the closing price of the Company’s stock on October 26, 2018 (the last trading day of the fiscal year) and the applicable exercise price of the stock options.

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