Table of Contents Stock option awards under our equity incentive plans are granted at the fair market

value per share of our common stock on the date the option is granted as determined by reference to the closing price for shares of our common stock on the Nasdaq Global Select Market on the last market trading day prior to the date the option is granted. The options granted to our named executive officers typically vest ratably over a four-year period, commencing one year from the date of grant, and expire after 10 years. The restricted stock units granted by our Compensation Committee cliff vest either after a set period of time or upon the achievement of specified goals for our performance over a period of time. Awards of restricted stock with time-based vesting provide our named executive officers with a minimum level of value while also providing an additional incentive for such individuals to remain in their positions with us. Awards of restricted stock with performance-based vesting provide an additional incentive for our named executive officers to remain in their positions with us in order to realize the benefit of such award and also focus them on a performance parameter which the Compensation Committee considers beneficial to increasing the value of our stock, and consequently, stockholder value. The Compensation Committee determines the timing of the annual grants of stock options and restricted stock units to our named executive officers as well as the terms and restrictions applicable to such grants. The Compensation Committee approves generally in January of each year the annual grant to our executive officers after the Compensation Committee has reviewed the information set forth in the tally sheets. Grants may also be made in connection with commencement of employment, promotions, or tenure. The Compensation Committee adjusted the aggregate amount of the long-term incentive compensation awards for 2011 to increase the size of the award to an amount commensurate with the 50th percentile of similarly-situated companies, including the Peer Group. Consistent with prior years, the long-term incentive compensation awards for 2011 were comprised of three vehicles, weighted as follows: (i) 35% of the value of the award issued in stock options, (ii) 25% of the value of the award issued in time based restricted stock units and (iii) 40% of the value of the award issued in performance-based restricted stock units. Accordingly, on January 31, 2011, the Compensation Committee granted awards under the long-term incentive plan to our named executive officers, targeting grant values by type of award, as follows:
Restricted Stock Units Time-Based PerformanceVesting Based Vesting

Name

Cash

Stock Options1

Total

Mark E. Speese Robert D. Davis Mitchell E. Fadel Theodore V. DeMarino Christopher A. Korst
(1)

$ 1,298,550

$ $ $ $

120,260 205,660 86,074 97,440

$ 85,900 $146,900 $ 61,481 $ 69,600

$ $ $ $

137,440 235,040 98,370 111,360

$ 1,298,550 $ 343,600 $ 587,600 $ 245,925 $ 278,400

Tenure grants of 10,000 options made to each of Mr. Speese and Mr. Fadel on January 3, 2011 are not included in these amounts.

Consistent with prior long-term incentive awards years, the awards of restricted stock with performance-based vesting to our named executive officers (and performance-based cash, with respect to Mr. Speeses award) in January 2011 contained provisions with respect to our achievement of EBITDA. The Compensation Committee established a three-year EBITDA target as the appropriate basis upon which to measure our performance in this context. The Compensation Committee believes EBITDA represents an accurate indicator of our performance over an extended period of time, as an EBITDA measure incorporates certain factors which the Compensation Committee believes are important to an understanding of our performance over such period, such as an increase in revenue as well as the management of our expenses, while not incorporating other factors which the Compensation Committee does not believe are important to an understanding of our performance over such period, such as any repurchases of our outstanding

shares which would affect an earnings per share measurement. The Compensation Committee selected a three-year period over which to measure EBITDA based upon the time-period utilized with respect to awards made by similarly-situated public companies in the retail industry, as well as upon its belief that a three-year measurement period was appropriate to place an emphasis on our operating results over an extended period of time, as opposed to the single year measure which is utilized in our annual cash incentive program. In setting the target amount of EBITDA over such three-year period, the Compensation Committee reviewed with Mr. Speese our financial projections as well as the markets expectations with respect to our financial performance over such period. The three-year EBITDA target for the 2011 performance-based awards was set at $1.361 billion.