Withheld Vote in an uncontested election is set forth under "Quorum and Voting." Should any director nominee
become unable or unwilling to accept nomination or election, the proxy holders may vote the proxies for the
election, in his or her stead, of any other person the Board of Directors may nominate or designate. Each director
nominee has expressed his or her intention to serve the entire term.
Committee. Since 1999, Ms. Agather has served as Chairperson of JP Morgan Chase, Dallas Region. She also
has served as South Region Head and Managing Director of JPMorgan Private Bank since 2001. From 1992 until
1999, she served as Chairperson of Texas Commerce Bank in Fort Worth, Texas. Ms. Agather has extensive
leadership experience as CEO and Chairperson of large organizations, substantial banking experience and
financial acumen developed through her CEO and Chairperson experience.
as Executive Vice President and Chief Financial Officer of 24 Hour Fitness Worldwide, one of the world's
largest privately owned and operated fitness center chain, since April 2008. Mr. Boyer previously served as
President and Chief Financial Officer of Michaels Stores, Inc. from March 2006 until March 2008. Mr. Boyer
also held the position of Executive Vice President and Chief Financial Officer of Michaels Stores, Inc. from
January 2003 to March 2006. Prior to joining Michaels, he served as the Executive Vice President and Chief
Financial Officer of Kmart Corporation. From 1996 until 2001, he held multiple positions with Sears, Roebuck &
Company, advancing to the post of Senior Vice President and Chief Financial Officer. Mr. Boyer has extensive
leadership experience as CFO of large organizations and experience in accounting, finance, capital markets,
strategic planning and risk management developed through his CFO and public accounting experience and has
been determined by the Board of Directors to meet the qualifications of an "audit committee financial expert" in
accordance with SEC rules.