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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding directors and nominees for director is presented under the caption
‘‘Board of Directors’’ in our proxy statement. This information is incorporated by reference.
Our officers are elected by the Board of Directors and hold office until a successor is chosen or
qualified or until their earlier resignation or removal. Certain of our officers have employment
agreements, which are described under the caption ‘‘Compensation Disclosure and Analysis’’ and
under the caption ‘‘Estimated Termination Benefits—Mr. Duncan’’ in our proxy statement. This
information is incorporated by reference. The following lists our executive officers covered by
Section 16 of the Securities and Exchange Act of 1934 and gives a brief description of their
business experience as of February 27, 2008:
Don Civgin, 46, was first elected an officer of the Company on October 3, 2005. Mr. Civgin
became executive vice president, finance of the Company on October 3, 2005, and assumed the
title of chief financial officer of the Company in November 2005. Prior to his election as executive
vice president, finance of the Company, Mr. Civgin served as senior vice president and chief
financial officer of General Binding Corporation, a designer, manufacturer and distributor of branded
office equipment, related supplies and laminating equipment and films, from January 2002 to
August 2005. From early 1997 to May 2001, Mr. Civgin was senior vice president—finance and
senior vice president—merchandising operations of Montgomery Ward.
Phillip P. DePaul, 37, was first elected an officer of the Company on November 1, 2004.
Mr. DePaul became the senior vice president and controller of the Company in 2004, and assumed
the title of chief accounting officer of the Company in April 2006. Mr. DePaul previously served as
senior vice president and controller of OfficeMax, Inc. beginning in 2000, and as director of financial
planning of OfficeMax, Inc. beginning in 1998.
Sam Duncan, 56, was first elected president and chief executive officer of the Company on
April 18, 2005 and became chairman of the board of directors on June 30, 2005. Prior to his
election as chief executive officer and president of the Company, Mr. Duncan was president and
chief executive officer of ShopKo Stores, Inc., a multi-department retailer, from October 2002 to April
2005. From 1992 to 2002, Mr. Duncan held various merchandising and executive positions with
Fred Meyer, Inc. (a division of The Kroger Co., a grocery retailer) including: president of Fred Meyer
from 2001 to October 2002 and president of Ralph’s Supermarkets from 1998 to 2001. Mr. Duncan
began his retail career in the supermarket industry in 1969 with Albertson’s, Inc., where he held
various merchandising positions until 1992.
Sam Martin, 51, was first elected officer of the Company on September 17, 2007. At that time,
Mr. Martin became executive vice president and chief operating officer of the Company. Mr. Martin
has responsibility for all areas of Retail, Contract and Supply Chain. Prior to joining the Company,
he served most recently as senior vice president of operations of Wild Oats Markets, Inc. from
January 2006 through September 2007. Prior to joining Wild Oats, Mr. Martin served as senior vice
president of supply chain for ShopKo Stores Inc. from April 2005 through December 2005 and vice
president of distribution and transportation from April 2003 to April 2005. From 1998 until 2003, he
was regional vice president, western region, and general manager for Toys R Us.
Ryan T. Vero, 38, was first elected an officer of the Company on November 1, 2004. Mr. Vero
has served as executive vice president and chief merchandising officer of the Company since June,
2005. He served as executive vice president, merchandising of the Company from 2004 until
June 27, 2005 when he was promoted to executive vice president and chief merchandising officer.
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