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If deemed an appropriate communication, our corporate secretary will submit your correspondence to the chairman of the board or to any specific director to whom the correspondence is directed. However, he voluntarily reduced his salary rate. Powers have been employed by our company for more than the past five years. Accounting and Tax Considerations. Such awards represent compensation, in lieu of cash, for services as directors. The award granted to Mr. In accordance with a notice that is being sent to certain beneficial shareholders who share a single address only one annual report, proxy statement or Notice of Internet Availability of Proxy Materials, as applicable, will be sent to that address unless any shareholder at that address gave contrary instructions. goo.gl/cjvvm

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The exercise price per share of the options granted to Mr.

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Duringcertain option awards originally granted prior to for Messrs. As our Chief Executive Officer, Ms. Our compensation committee and our board of directors strongly believe that Mr.

Since March he has served as Chairman of Marvel Studios. She served as our President from February until November You may also request a printed copy of this proxy statement and the proxy card or our annual report by any of the following methods: Consideration of Say-on-Pay Vote Results. Check box if any part of the fee is offset as provided by Exchange Act Rule a 2 glo.gl/cjvvm identify the filing for which the offsetting fee was paid previously.

The Salary and Bonus columns represent amounts when earned and, because of the timing of payments, do not represent amounts paid during each presented year. Rysavy founded Goo.gl/chvvm Express, Inc. Directors who have brand marketing experience can provide expertise and guidance as we seek to maintain and expand brand and product awareness and a positive reputation.

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Abstentions and broker non-votes will have no effect on the result of the vote, although abstentions will count towards the presence of a quorum. Transaction bonuses would be paid in a lump sum in connection with the closing of an applicable transaction.

Our audit committee held 2 in-person meetings and 5 telephonic meetings during These persons will receive no special compensation for any solicitation activities. Proposed maximum aggregate value of transaction: Rysavy also founded and served as Chairman and Chief Executive Officer of Crystal Market, a health foods concept, which was sold in to become the concept and first Wild Oats Markets store.

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We do not provide defined benefit pension plans or defined contribution retirement plans to our executives or other employees other than our k Plan described herein.

All of the director nominees other than Mr. Our compensation committee has the ultimate authority to make decisions with respect to the compensation of our named executive officers, but may, if it chooses, delegate any of its responsibilities to subcommittees.

Proposed maximum aggregate value of transaction:.

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When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. As described above, our board considers a variety of factors when it selects candidates for election to the board, including business experience, skills and expertise that are complementary to those already represented on the board, familiarity and identification with our mission, values and goo.gl/cjfvm segments, and other relevant factors.

Directors who have a background in business development and in acquisitions can provide insight into developing and implementing strategies for growing our business through combination with other organizations. Base salaries for executive officers are reviewed on an annual basis and at the time of promotion or other change in responsibilities. goo.gl/cjvvn

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This proxy statement, the proxy card, voting instructions and our annual report are being made available to shareholders at www. Our compensation committee establishes compensation amounts and policies go.gl/cjvvm to our executive officers, establishes salaries, bonuses and other compensation plans and matters for our executive officers and administers our stock option plans and employee stock purchase plan.

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We do not have a lead independent director but, during the past year, six out of the eight members of our board of directors were considered independent and meet periodically in executive session, as described above. Aggregate number of securities to which transaction applies:. Securities Exchange Act of Six of our current directors who served as directors at the time of our annual meeting of shareholders attended our annual meeting of shareholders.

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The matching contribution is calculated and paid on a payroll-by-payroll basis subject to applicable Federal limits. After the annual meeting, we expect that Ms. We maintain a tax-qualified k Plan, which provides for broad-based employee participation. In November ofthe options scheduled to expire for Ms.

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