SCHN 2017 Proxy Statement

Compensation of Executive Officers Potential Payments Upon Retirement The terms of outstanding RSUs and LTIP performance share awards define retirement as normal retirement after reaching age 65, early retirement after reaching age 55 and completing 10 years of service, or early retirement after completing 30 years of service. As of August 31, 2017, no NEOs other than Ms. Lundgren were eligible for retirement. The following table sets forth the estimated benefits that would have been payable to Ms. Lundgren if her employment had been terminated on August 31, 2017 by reason of retirement, excluding amounts payable under the Company’s 401(k) Plan, Pension Plan and SERBP. Name Restricted Stock Unit Acceleration ($) (1) LTIP Performance Shares Acceleration ($) (2) Total ($) Tamara L. Lundgren 6,128,413 2,391,249 8,519,662 (1) RSU Acceleration. The terms of the RSU awards (other than the CEO’s RSU award for shares granted in October 2015, of which 24,081 shares were unvested at August 31, 2017) provide for accelerated vesting on retirement. The amounts in the table above represent the number of unvested RSU shares subject to accelerated vesting, multiplied by a stock price of $26.90 per share, which was the closing price of the Company’s Class A common stock on August 31, 2017, the last trading day of fiscal 2017. (2) LTIP Performance Shares Acceleration. Under the terms of the standard LTIP performance share awards, if an NEO retires prior to the vesting date, the NEO would be entitled to receive a pro-rated award to be paid following completion of the performance period, taking into account the number of performance shares that would otherwise have been issued based on the actual performance through the entire performance period and the portion of the performance period the officer had worked. The NEO is required to provide a release of claims in connection with such payout. The amounts in the table above are calculated based on actual performance for completed performance periods and assume performance at the 100% payout level (actual performance may be more or less) for incomplete performance periods, with the resulting number of performance shares then multiplied by a stock price of $26.90 per share, which was the closing price of the Company’s Class A common stock on August 31, 2017, the last trading day of fiscal 2017. Potential Payments Upon Disability or Death The following table sets forth the estimated benefits that would have been payable to the NEOs if each officer’s employment had been terminated on August 31, 2017 by reason of disability or death, excluding amounts payable under the Company’s 401(k) Plan, Pension Plan, and SERBP. Name Restricted Stock Unit Acceleration ($) (1) LTIP Performance Shares Acceleration ($) (2) Total ($) Tamara L. Lundgren 6,776,192 2,791,305 9,567,497 Richard D. Peach 1,680,928 765,440 2,446,368 Michael R. Henderson 1,291,201 597,960 1,889,161 Steven G. Heiskell 1,049,666 597,960 1,647,626 Peter B. Saba 491,005 343,110 834,115 (1) RSU Acceleration. The terms of the RSU awards provide for accelerated vesting upon termination of employment as a result of disability or death. Information regarding unvested RSUs held by the NEOs is set forth in the “Outstanding Equity Awards” table above. The amounts in the table above represent the number of shares subject to unvested RSUs multiplied by a stock price of $26.90 per share, which was the closing price of the Company’s Class A common stock on August 31, 2017, the last trading day of fiscal 2017. (2) LTIP Performance Shares Acceleration . Under the terms of the standard LTIP performance share awards, if an NEO’s employment is terminated due to death or disability prior to the vesting date, the officer (or his or her estate) would receive a payout in an amount equal to the payout calculated as if the performance period had ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of employment termination, taking into account provisions in the award agreement for calculating performance for a shorter performance period and a partial year, and pro-rated for the portion of the performance period the officer had worked. The amounts in the table above represent the value of outstanding LTIP performance share awards that would vest and be paid out pursuant to the terms of the award agreements on death or disability based on a stock price of $26.90 per share, which was the closing price of the Company’s Class A common stock on August 31, 2017, the last trading day of fiscal 2017. 60 | Notice of Annual Meeting of Shareholders and 2017 Proxy Statement