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APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Proposal 3)
The Company's independent registered public accounting firm for the fiscal year ended December 31, 2011
was Deloitte & Touche LLP. It is expected that one or more representatives of such firm will attend the Annual
Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to
appropriate questions. The Audit Committee of the Company has selected the firm of Deloitte & Touche LLP as
the Company's principal independent registered public accounting firm for the fiscal year ending December 29,
2012. Stockholder ratification of the appointment is not required under the laws of the State of Delaware, but the
Board has decided to ascertain the position of the stockholders on the appointment. The Audit Committee will
reconsider the appointment if it is not ratified. Even if the appointment is ratified, the Audit Committee, in its
discretion, may direct the appointment of a different independent registered public accounting firm at any time
during the fiscal year if the Audit Committee feels that such a change would be in the Company's and its
stockholders' best interests. The affirmative vote of a majority of the shares present in person or by proxy, and
entitled to vote on the subject matter at the Annual Meeting is required for ratification.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 29, 2012.
The following table summarizes the aggregate fees (excluding value added taxes) billed to the Company and
its subsidiaries by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective
affiliates (collectively, "Deloitte") for the 2011 and 2010 fiscal years ended December 31, 2011, and January 1,
2011, respectively:
Fiscal Year
2011
Fiscal Year
2010
Audit Fees(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,389,144
$2,193,201
Audit-Related Fees(b) . . . . . . . . . . . . . . . . . . . . . . . . .
79,500
74,000
Tax Fees(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76,400
998,224
All Other Fees(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,923
120,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,563,967
$3,385,426
(a) Audit services billed consisted of the audits of the Company's annual consolidated financial statements,
audits of internal control over financial reporting and reviews of the Company's quarterly condensed
consolidated financial statements.
(b) Benefit plan audits and agreed upon procedures.
(c) Tax return preparation and consultation.
(d) Fiscal year 2010 fees consisted of a review of financial statements under International Financial Reporting
Standards. Fiscal year 2011 fees consisted of work performed on IT controls documentation assistance and
SAP Governance Risk and Compliance.
In considering the nature of the services provided by Deloitte, the Audit Committee determined that such
services are compatible with the provision of independent audit services. The Audit Committee discussed these
services with Deloitte and Company management to determine that they are permitted under the rules and
regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of
2002, as well as the American Institute of Certified Public Accountants.
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