##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 10-K/A
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    February 3, 2008.o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934   Commission file number
    001-13927
 CSK Auto Corporation
 (Exact name of registrant as
    specified in its charter)
  Delaware

86-0765798(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)645 E. Missouri Ave.

85012Suite 400

(Zip Code)Phoenix, Arizona(Address of principal executive
    offices)   Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which Registered:Common Stock, $.01 par value

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting company
    o   Rule 12b-2 o þ




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##### 





TABLE OF
    CONTENTS
  PagePART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


3Item 11.


Executive Compensation


7Item 12.


Security Ownership of Certain Beneficial Owners
    and Management


36Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


38Item 14.


Principal Accountant Fees and Services


39PART IVItem 15.


Exhibits and Financial Statement Schedules


40EX-31.01EX-31.02EX-32.01      EXPLANATORY
    NOTE
  Form 10-K Form 10-K/A Form 10-K/A)
  Form 10-K/A Form 10-K/A
  Form 10-K/A
  NOTE CONCERNING
    FORWARD-LOOKING INFORMATION
    and/or
 1




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Form 10-K/A.
   2




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Name

Age

PositionLawrence N. Mondry


48


President and Chief Executive Officer, DirectorCharles K. Marquis


65


Chairman of the BoardJames G. Bazlen


58


DirectorMorton Godlas


85


DirectorTerilyn A. Henderson


51


DirectorCharles J. Philippin


58


DirectorWilliam A. Shutzer


61


DirectorJames Constantine


55


Executive Vice President of Finance and Chief Financial OfficerDale Ward


58


Executive Vice President  OperationsBrian K. Woods


38


Executive Vice President  MerchandisingMichael D. Bryk


53


Senior Vice President of Finance and ControllerLarry Buresh


64


Senior Vice President and Chief Information OfficerLarry Ellis


53


Senior Vice President  LogisticsRandi V. Morrison


43


Senior Vice President, General Counsel & SecretaryJohn Saar


57


Senior Vice President  Real Estate and Human ResourcesGregory Langdon


59


Senior Vice President  Store Operations   Lawrence N. Mondry multi-unit
  Charles K. Marquis
  James G. Bazlen
 3




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##### Table of Contents



Morton Godlas
  Terilyn A. Henderson
  Charles J. Philippin
  William A. Shutzer
  James Constantine
  Dale Ward
 4




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##### Table of Contents



Brian K. Woods
  Michael D. Bryk
  Larry Buresh
  Larry Ellis
  Randi V. Morrison
  John W. Saar
  Gregory Langdon
  Audit
    Committee
  Rule 10A-3.
 5




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##### Table of Contents



Regulation S-K
  Corporate
    Governance Guidelines and Committee Charters
    www.cskauto.com
  Communications
    with the Board of Directors
  e-mail c/o Legal www.cskauto.com
  Codes of
    Business Conduct and Ethics
  www.cskauto.com c/o Randi and/or
  Section 16(a)
    Beneficial Ownership Reporting Compliance
     6




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##### Table of Contents



Item 11.
    Executive
    Compensation  COMPENSATION
    OF DIRECTORS AND EXECUTIVE OFFICERS
  Compensation
    Discussion and Analysis
    
    an overview and design of the Companys executive
    compensation policies, programs and practices;
    the elements of our executive compensation program;
    the Companys stock ownership guidelines; and
    the impact of regulatory requirements on executive compensation.  Overview
    and Design of our Compensation Program
        Elements
    of the Executive Compensation Program
    
    base salary;
    annual incentive awards payable in cash;
    long-term equity incentive awards in the form of stock options
    and restricted stock granted annually under the 2004 Stock
    Plan; and
    long-term incentive bonuses payable in cash and awarded under a
    Long Term Incentive Plan (LTIP) established pursuant
    to the 2004 Stock Plan. 7




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Base
    Salary
      Annual
    Cash Incentive Compensation
  and/or Form 10-K,
     8




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##### Table of Contents



Long-Term Equity-Based Incentive Awards
        9




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##### Table of Contents



Grant Date





Grant DateTotal 2007





Black-Scholes


Percentage of


Fair MarketEquity Grant as


Equity


Percentage of


Value of


Equity Value


Value ofExecutive


a Percentage of


Value at


Equity Value


Executives


Granted in


ExecutivesOfficers


Executive


Date of


Granted in


Stock Option


Restricted


Restrictedsalary


Officers Salary


Grant


Stock Options


Award


Stock


Stock AwardExecutive Officers Title

($)


(%)


($)


(%)


($)


(%)


($)Executive Vice President


100,000



100
%


100,000



70
%


70,000



30
%


30,000Senior Vice President


100,000



85
%


85,000



70
%


59,500



30
%


25,500       Stock
    Option Grants
    Restricted
    Stock Grants
    Mr. Mondrys
    Fiscal 2007 Equity Awards
   10




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Long-Term
    Incentive Bonuses
     11




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##### Table of Contents



24-month 24-month
  Other
    Benefits
  401(k) Plan.
  Deferred Compensation Plan
  Perks and other personal benefits gross-up,
   12




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##### Table of Contents



Employment
    and Post-Employment Arrangements
  Employment
    Agreements
  Mr. Jenkins
    Employment Agreement
    Mr. Mondrys
    Employment Agreement
      Fiscal 2008 Amendments to Mr. Mondrys
    Employment Agreement
    Supplemental
    Retirement Compensation
   13




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##### Table of Contents



and/or
    Severance
    and Retention Agreements
      Fiscal 2008 Amendments to the Named Executive
    Officers Severance and Retention Agreements
 14




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##### Table of Contents



Stock
    Ownership Guidelines
      Impact
    of Regulatory Requirements on Compensation
    Share-Based Payment
  Compensation
    Committee Report
  Regulation S-K Form 10-K
           Compensation
    Committee Interlocks and Insider Participation
   15




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##### Table of Contents



Executive
    Compensation Tables
    Summary
    Compensation Table
    Change in PensionValue andNonqualifiedNon-Equity


DeferredIncentive Plan


Compensation


All OtherSalary


Bonus


Stock Awards


Option Awards


Compensation


Earnings


Compensation


TotalName and Principal Position

Year


($)


($)(1)


($)(2)


($)(3)


($)(4)


($)(5)


($)(6)


($)Lawrence N. Mondry 


2007



486,154



487,912



299,995



461,302











105,686



1,841,049President and ChiefExecutive OfficerMaynard Jenkins 


2007



521,446



900,000







308,755







327,826



175,418



2,233,445Former Chairman and


2006



900,000











447,454







317,420



43,536



1,708,410Chief Executive OfficerJames D. Constantine 


2007



66,462



40,352



18,495



25,780











19,119



170,208Executive Vice Presidentof Finance and ChiefFinancial OfficerSteven L. Korby 


2007



300,000























27,104



327,104Former InterimChief Financial Officer(7)James Riley 


2007



144,054



100,000



(133
)


(322
)










77,634



321,234Former Senior


2006



319,612



90,840



25,430



82,852











60,005



578,739Vice President andChief Financial OfficerDale Ward 


2007



358,077







87,985



156,211



90,125







30,426



722,824Executive Vice President


2006



337,365



105,000



51,530



89,991











21,960



605,846Larry Buresh 


2007



337,308







76,797



131,964



84,875







8,259



639,203Senior Vice President


2006



321,916



99,000



48,779



81,969











8,764



560,428and Chief Information OfficerRandi Morrison 


2007



255,769



100,000



39,407



78,472



64,357







6,690



544,695Senior Vice President,General Counseland Secretary     (1)
    
    Fiscal 2007 bonus amounts represent guaranteed bonuses paid to
    Messrs. Mondry and Constantine pursuant to their respective
    employment arrangements, Mr. Jenkins succession bonus
    (pursuant to his employment agreement described in the
    Compensation Discussion and Analysis 
    Employment and Post-Employment Arrangements section
    above), and bonuses paid to Ms. Morrison and Mr. Riley
    during fiscal 2007 for their efforts in the completion of the
    fiscal 2005 Form
    10-K (as
    described in the Compensation Discussion and
    Analysis  Annual Cash Incentive
    Compensation section above). Non-Equity Incentive Plan
    awards pursuant to the 2007 Bonus Plan to Messrs. Ward and
    Buresh and Ms. Morrison are described in footnote 4 below.Fiscal 2006 bonuses represent bonuses for eligible associates
    under the 2006 General and Administrative Staff Incentive Plan
    (the 2006 G&A Plan). These bonuses were
    calculated using a predetermined percentage of a
    participants annual base salary relative to specified
    target levels for the eligible associates level of
    individual performance and the Companys performance. In
    the case of the 2006 NEOs, other than our Mr. Jenkins,
    bonuses were awarded at the target level established for the
    2006 G&A Plan, equal to 30% of an officers year-end
    base salary (Mr. Rileys bonus was prorated due to an
    approved medical leave of absence during a portion of fiscal
    2006). The Compensation Committee used its discretion to award
    bonuses at the target level in view of the continued
    unavailability of financial statements for 2006 and earlier
    periods as well as the Board of Directors then desire to
    keep intact the Companys management and administrative
    personnel notwithstanding the difficulties then being faced by
    the Company.(2)
    
    The amounts included in the Stock Awards column
    represent the compensation cost recognized by the Company in
    fiscal 2006 and 2007 related to non-option stock awards granted
    in fiscal 2004, 2005, 2006, and 16




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##### Table of Contents



2007 in accordance with SFAS No. 123(R), excluding any
    impact of assumed forfeiture rates. Mr. Riley forfeited
    8,399 restricted shares upon his departure from the Company in
    June 2007. Compensation cost in fiscal 2007 for Mr. Riley
    was impacted by this forfeiture.For a discussion of valuation assumptions, see Note 2 to
    the Companys Consolidated Financial Statements included in
    the Original Annual Report. Please also see the Grants of
    Plan Based Awards in Fiscal 2007 table below for more
    information regarding the option awards the Company granted
    during fiscal 2007.(3)
    
    The amounts included in the Option Awards column are
    the amounts of compensation cost recognized by the Company in
    fiscal 2006 related to stock option awards in fiscal 2004, 2005
    and 2006, and in fiscal 2007 related to stock option awards in
    fiscal 2005, 2006 and 2007 in accordance with FAS 123(R),
    excluding any impact of assumed forfeiture rates. Mr. Riley
    forfeited 56,914 stock options upon his departure from the
    Company in June 2007. Compensation cost in fiscal 2007 for
    Mr. Riley was impacted by this forfeiture.For a discussion of valuation assumptions, see Note 2 to
    the Companys Consolidated Financial Statements included in
    the Original Annual Report. Please also see the Grants of
    Plan Based Awards in Fiscal 2007 table below for more
    information regarding the option awards the Company granted
    during fiscal year 2007.(4)
    
    Fiscal 2007 Non-Equity Incentive Plan Compensation represents
    bonuses for eligible associates under the 2007 Bonus Plan. These
    bonuses were calculated using a predetermined percentage of a
    participants annual base salary relative to specified
    target levels for the eligible associates level of
    individual performance. In the case of the 2007 NEOs who were
    eligible under the 2007 Bonus Plan, bonuses were awarded at the
    maximum level, equal to 25% of the officers year-end base
    salary.(5)
    
    The amounts included in the Change in Pension Value and
    Nonqualified Deferred Compensation Earnings column are the
    changes in values of Mr. Jenkins SERP during fiscal
    2006 and fiscal 2007. For additional information on the
    valuation assumptions used to calculate the pension value, refer
    to the Pension Benefits table below.(6)
    
    The amounts shown in the All Other Compensation
    column are attributable to the following:  
    Mr. Mondry: Amounts included for fiscal 2007 consist of
    life insurance premiums; a vehicle allowance ($2,000 per month);
    taxable cost of group-term life insurance; $65,638 of relocation
    and living expenses paid by the Company; and $24,612 tax gross
    up in relation to his relocation and living expenses.
    Mr. Jenkins: Amounts included for fiscal 2007 consist of
    matching contributions to Mr. Jenkins 401(k) Plan;
    life insurance premiums; aggregate incremental cost attributed
    to the personal use of a Company-provided vehicle; taxable cost
    of group-term life insurance; $2,326 tax gross up in relation to
    personal use of Company-provided vehicle; and $158,548 payment
    representing accrued and unpaid vacation owed to him on his
    resignation date.
    Mr. Constantine: Amounts included for fiscal 2007 consist
    of matching contributions to Mr. Constantines 401(k)
    Plan; life insurance premiums; taxable cost of group-term life
    insurance; relocation and living expenses paid by the Company;
    and $3,631 tax gross up in relation to his relocation and living
    expenses.
    Mr. Korby: Amounts included for fiscal 2007 consist of life
    insurance premiums and $26,654 payment representing accrued and
    unpaid vacation owed to him on his termination date.
    Mr. Riley: Amounts included for fiscal 2007 consist of
    matching contributions to Mr. Rileys 401(k) Plan;
    life insurance premiums; aggregate incremental cost attributed
    to the personal use of a Company-provided vehicle; taxable cost
    of group-term life insurance; $2,744 tax gross up in relation to
    personal use of Company-provided vehicle and $65,860 payment
    representing accrued and unpaid vacation owed to him on his
    resignation date.
    Mr. Ward: Amounts included for fiscal 2007 consist of
    matching contributions to Mr. Wards 401(k) Plan; life
    insurance premiums; aggregate incremental cost attributed to the
    personal use of a Company-provided vehicle; taxable cost of
    group-term life insurance; and $7,652 tax gross up in relation
    to personal use of Company-provided vehicle.
    Mr. Buresh: Amounts included for fiscal 2007 consist of
    matching contributions to Mr. Bureshs 401(k) Plan;
    life insurance premiums; and taxable cost of group-term life
    insurance. 17




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##### Table of Contents




    Ms. Morrison: Amounts included for fiscal 2007 consist of
    matching contributions to Ms. Morrisons 401(k) Plan;
    life insurance premiums; and taxable cost of group-term life
    insurance.  (7)
    
    Mr. Korby became our interim Chief Financial Officer in
    fiscal 2007 following Mr. Rileys resignation.
    Pursuant to an Interim Executive Services Agreement entered into
    between Mr. Korby and the Company, Mr. Korby was paid
    $50,000 per month for his services.  Grants of
    Plan-Based Awards in Fiscal 2007
    All Other


All OtherStock


Option








GrantAwards:


Awards:


Exercise


Closing


Date FairEstimated Future Payouts


Number


Number of


or Base


Price of


Value ofUnder Non-Equity Incentive


of Shares


Securities


Price of


Stock on


Stock andPlan Awards(1)


of Stock


Underlying


Option


Grant


OptionThreshold


Target


Maximum


or Units


Options


Awards


Date


AwardsName

Grant Date


($)


($)


($)


(#)(2)


(#)(3)


($/Sh)(4)


($/Sh)


($)(5)Lawrence Mondry


06/13/07
(6)


















300,000



18.66



18.56



1,916,13006/13/07
(6)














75,000











18.56



1,399,12510/20/07
(7)


















144,847



10.80



10.53



521,666Maynard Jenkins


































James Constantine


11/14/07
(8)


















100,000



10.15



10.01



348,82011/14/07
(8)














25,000











10.01



250,250Steven Korby


































James Riley


































Dale Ward


10/20/07



















70,209



10.80



10.53



252,85810/20/07















10,271











10.53



108,15411/11/07



31,544



54,075



90,125



















Larry Buresh


10/20/07



















56,202



10.80



10.53



202,41210/20/07















8,222











10.53



86,57811/11/07



29,706



50,925



84,875



















Randi Morrison


10/20/07



















42,627



10.80



10.53



153,52110/20/07















6,236











10.53



65,66511/11/07



22,531



38,625



64,357



















     (1)
    
    These columns show the range of payouts targeted for fiscal 2007
    performance under the 2007 Bonus Plan. The amount shown in the
    target column represents the incentive payment that
    would have been earned by each NEO if the target level for the
    performance objective had been attained (equivalent to 15% of
    the NEOs base salary in effect at the end of fiscal 2007).
    The amount shown in the maximum column represents
    the maximum amount payable under the 2007 Bonus Plan (equivalent
    to 25% of the NEOs base salary in effect at the end of
    fiscal 2007). The amount shown in the threshold
    column represents the amount payable under the 2007 Bonus Plan
    if only the minimum level of performance is achieved on the
    individual performance objectives (equivalent to 8.75% of the
    NEOs base salary in effect at the end of fiscal 2007).
    Additional information regarding the 2007 Bonus Plan and the
    criteria applied in determining the amounts payable under the
    2007 Bonus Plan, can be found in the Compensation
    Discussion and Analysis under the subheading
    Annual Cash Incentive Compensation. The
    actual amount of incentive bonus earned by each of our
    fiscal 2007 NEOs is reported in the Non-Equity
    Incentive Plan Compensation column in the Summary
    Compensation Table.(2)
    
    Represents time vested restricted stock awards. The terms of the
    restricted stock awards provide for three equal annual vestings
    commencing one year from the award date.(3)
    
    Once vested, these stock options generally expire at the end of
    seven years from the date of grant; one year after eligible
    retirement, death, disability or involuntary termination by the
    Company (or any purchaser, successor or assign) in connection
    with a change in control (each defined in the 2004 Stock Plan);
    three months after employment is terminated for any other
    reason; or immediately upon an employees receipt of the
    notice of termination if the associate is terminated for Cause
    (as defined in the 2004 Stock Plan). However, pursuant to the
    provisions of the 2004 Stock Plan, in no event will any option
    be exercisable more than ten years after the date the option is
    granted. 18




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##### Table of Contents



(4)
    
    On October 20, 2007, the Compensation Committee awarded
    stock options and restricted stock to certain Company employees,
    including the NEOs who were employed with the Company at the
    time of grant. The exercise price of the stock options was
    $10.795 per share, which was the high-low average of our common
    stock as reported on the NYSE. During fiscal 2007, the
    Compensation Committee also awarded stock options and restricted
    stock (or in Mr. Mondrys case, restricted stock
    units) to each of the senior executive officers that the Company
    hired during the year. The exercise price of these new hire
    stock options was the high-low average of our common stock as
    reported on the NYSE on the date of grant, reflected in the
    table above. We use the average of the high and low prices of
    the Companys common stock on the date of the grant in
    accordance with the terms of our 2004 Stock Plan, described in
    more detail in the Compensation Discussion and
    Analysis section above. The terms of the options provide
    for vesting in three equal annual installments commencing one
    year from the grant date, subject to acceleration under certain
    circumstances as noted above in the Compensation
    Discussion and Analysis under the heading
    Long-Term Equity-Based Incentive Awards. The
    options have a term of seven years and will expire on
    October 20, 2014, unless terminated earlier in accordance
    with the provisions of the 2004 Stock Plan.(5)
    
    The grant date fair values for the stock option grants are based
    on the Black-Scholes option pricing model. Based on assumed
    (i) risk free interest rate ranging from 4.03% to 5.13%,
    (ii) expected stock price volatility ranging from 31.0% to
    38.0%, (iii) no dividend yield and (iv) option
    exercises occurring after four and one-half years, the model
    produces a per option share value ranging from $3.39 to $6.41.(6)
    
    Pursuant to his employment agreement, on June 13, 2007,
    Mr. Mondry was awarded 300,000 stock options and 75,000
    restricted stock units.(7)
    
    As discussed above in the Compensation Discussion and
    Analysis section, Mr. Mondry was awarded 144,847
    stock options on October 20, 2007.(8)
    
    Upon his hire as Executive Vice President of Finance and Chief
    Financial Officer, on November 14, 2007,
    Mr. Constantine was awarded 100,000 stock options and
    25,000 shares of restricted stock. 19




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##### Table of Contents



Outstanding
    Equity Awards at Fiscal 2007 Year-End
    Stock AwardsOption Awards





Number


MarketNumber of


Number of








of Shares


Value ofSecurities


Securities








or Units


Shares orUnderlying


Underlying








of Stock


Units ofUnexercised


Unexercised


Option





That


Stock ThatOptions


Options


Exercise


Option


Have Not


Have NotExercisable


Unexercisable


Price


Expiration


Vested


VestedName

(#)


(#)


($)


Date


(#)


($)(1)Lawrence Mondry


300,000







18.66



06/13/2014



75,000



673,500144,847







10.80



10/20/2014







Maynard Jenkins


242,424







13.32



08/15/2008
(2)






183,673







16.35



08/15/2008
(2)










750,000
(3)


N/A
(4)


5/15/2010
(3)






James Constantine






100,000



10.15



11/14/2014



25,000



224,500Steve Korby






















James Riley






















Dale Ward


4,125







9.87



04/05/2009







40,934







13.32



10/18/2011







28,676







16.35



06/28/2012



1,582



14,20612,580



25,161



16.62



11/30/2013



4,214



37,842



70,209



10.80



10/20/2014



10,271



92,234



187,500
(3)


N/A
(4)


5/15/2010
(3)






Larry Buresh


25,000







11.00



02/09/2009







17,000







11.00



02/09/2009







1,250







11.00



02/09/2009







12,500







9.87



04/05/2009







38,141







13.32



10/18/2011







27,555







16.35



06/28/2012



1,520



13,65010,082



20,165



16.62



11/30/2013



3,377



30,325



56,202



10.80



10/20/2014



8,222



73,834



187,500
(3)


N/A
(4)


5/15/2010
(3)






Randi Morrison


660







9.87



04/05/2009







5,089







19.58



02/02/2011







12,000







13.32



10/18/2011







7,727







16.35



06/28/2012



427



3,8347,638



15,276



16.62



11/30/2013



2,558



22,971



42,627



10.80



10/20/2014



6,236



55,999



93,750
(3)


N/A
(4)


5/15/2010
(3)






     (1)
    
    Based on the closing price of our common stock as of
    February 1, 2008 ($8.98 per share), as reported on the NYSE.(2)
    
    Mr. Jenkins retired from the Company on August 15,
    2007. Pursuant to the 2004 Stock Plan, Mr. Jenkins
    options that were then outstanding remain exercisable for one
    year following his retirement.(3)
    
    Represents number of incentive units granted under the LTIP
    unvested at fiscal 2007 year-end. Subject to specific
    exceptions (e.g., retirement) as set forth in the LTIP, each
    LTIP participant will be entitled to receive a distribution of
    cash on May 15 of each of the calendar years 2007, 2008, 2009
    and 2010 (each date being a Payment Date) equal in
    value to the amount by which the average of the per share
    closing prices of the Companys common stock over a
    specified period of time (after release of the fiscal year
    earnings for the immediately preceding fiscal year) exceeds the
    base value of $20.00 (which is subject to adjustment in the
    event of a change in the Companys capitalization)
    multiplied by 25% of the LTIP participants aggregate
    number of incentive bonus units, so long as LTIP participant
    remains continuously employed by the Company through the
    applicable Payment Date. In the event the formula described
    above results in no payment to the LTIP participant on a Payment
    Date, then the incentive bonus units vesting on such date will
    be forfeited without consideration. On May 15, 2007, the
    formula described above resulted in no payment to the LTIP
    participants. Accordingly, on May 15, 2007,
    Messrs. Jenkins, Riley, Ward, and Buresh and
    Ms. Morrison each forfeited 25% of their total incentive
    bonus units. Subsequent to fiscal 2007 year end, on
    May 15, 2008, the formula described above 20




---



##### Table of Contents



resulted in no payment to the LTIP participants. Accordingly, on
    May 15, 2008, Messrs. Jenkins, Ward, and Buresh and
    Ms. Morrison each forfeited an additional 25% of their
    total (as of the initial grant) incentive bonus units.
    Mr. Riley forfeited all of his remaining incentive bonus
    units upon his resignation in June 2007.(4)
    
    There is no exercise price for LTIP incentive units.  Vesting
    Schedule of all Outstanding Stock Option and Restricted Stock
    Grants at
    Fiscal 2007 Year-End
    Vesting Date -First 1/3 of


Vesting Date -


Vesting Date -Option/Stock


Second 1/3 of


Final 1/3 ofOption/Stock Award Expiration Date

Award


Option Award


Option Award08/15/2008(1)


10/18/2005



10/18/2006



8/15/20071/29/2006



1/29/2006



1/29/200602/09/2009(2)


11/9/2000



11/9/2001



11/9/20024/30/2001



4/30/2002



4/30/20032/9/2003



2/9/2004



2/9/200504/05/2009


04/05/2003



04/05/2004



04/05/200502/02/2011(3)


02/02/2005



01/29/2006



01/29/200610/18/2011


10/18/2005



10/18/2006



10/18/200706/28/2012(3)


01/29/2006



01/29/2006



01/29/200611/30/2013


11/30/2007



11/30/2008



11/30/200906/13/2014


06/13/2008



06/13/2009



06/13/201010/20/2014


10/20/2008



10/20/2009



10/20/201011/14/2014


11/14/2008



11/14/2009



11/14/2010     (1)
    
    Mr. Jenkins retired from the Company on August 15,
    2007. Pursuant to the 2004 Stock Plan, Mr. Jenkins
    options that were then outstanding remain exercisable for one
    year following his retirement. At Mr. Jenkins
    retirement date, all of his stock options had already vested,
    except for one tranche of 80,808 stock options that would have
    vested on October 18, 2007. Because Mr. Jenkins
    retired after the age of 65 and had at least 10 years of
    service with the Company, all of Mr. Jenkins then
    unvested stock options (80,808) vested upon his retirement
    pursuant to the terms of the 2004 Stock Plan.(2)
    
    In 2001, the Compensation Committee authorized the re-price and
    re-grant of all stock option awards outstanding with an exercise
    price greater than $14.00 for the then members of senior
    management. Such options were to be re-granted with an exercise
    price the higher of 1) the fair market value of the
    Companys common stock on the re-grant date, or 2) a
    value between $10.00 and $11.00. Each of the stock option grants
    would continue to vest (if not already fully vested) based on
    its original vesting schedule.(3)
    
    On January 29, 2006, the last day of fiscal 2005, the
    Compensation Committee authorized the acceleration of all stock
    options previously granted to employees and executive officers
    with an exercise price greater than $15.90 (the market price of
    the Companys stock on January 27, 2006). Vesting of
    option awards granted subsequent to this action (as well as
    those with exercise prices below $15.90) was not accelerated and
    such awards will vest equally over the service period
    established in the award, typically three years. The primary
    purpose of the accelerated vesting was to enable the Company to
    avoid recognizing future compensation expense associated with
    these options upon the planned adoption of SFAS No. 123R in
    fiscal 2006. This included the general stock option grant set to
    expire on June 28, 2012 and Ms. Morrisons stock
    option grant set to expire on February 2, 2011. The
    restricted stock granted June 28, 2005 shall continue to
    vest in three installments each on the first, second and third
    anniversaries of the grant date, subject to acceleration under
    certain circumstances as described above the Compensation
    Discussion and Analysis under the heading
    Long-Term Equity Based Incentive Awards. 21




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##### Table of Contents



Option
    Exercises and Stock Vested in Fiscal 2007
    Option Awards


Stock AwardsNumber of Shares


Value Realized on


Number of SharesAcquired on


Exercise


Acquired


Value RealizedName

Exercise (#)


($)


on Vesting(#)


on Vesting ($)(1)Lawrence Mondry














Maynard Jenkins














James Constantine














Steve Korby














James Riley














Dale Ward










1,582



29,235







1,884



20,950







2,106



20,534Larry Buresh










1,520



28,090







1,755



19,516







1,688



16,458Randi Morrison










426



7,872







534



5,938







1,279



12,470     (1)
    
    Represents the market value of the shares of restricted stock on
    the day the stock vested. These shares represent restricted
    stock granted in fiscal 2004, 2005 and 2006 that vested during
    fiscal 2007.  Pension
    Benefits in Fiscal 2007
    Number of


Present


PaymentsYears


Value of


DuringCredited


Accumulated


Last FiscalService


Benefit


YearName

Plan Name


(#)


($)(1)


($)(2)Larry Mondry














Maynard Jenkins


SERP
(3)


N/A



3,990,632



400,000James Constantine














Steve Korby














James Riley














Dale Ward














Larry Buresh














Randi Morrison














     (1)
    
    The estimated present value of the accumulated benefit is based
    on an applicable discount rate of 8.5%.(2)
    
    Pursuant to the terms of the SERP, Mr. Jenkins was paid
    $400,000 thirty days following his retirement from the Company
    on August 15, 2007 and $200,000 six months following his
    first payment (which was paid in fiscal 2008). In accordance
    with the SERP, Mr. Jenkins is scheduled to be paid $600,000
    per annum until he has been paid the full amount to which he is
    entitled under his SERP (an additional $5,400,000).(3)
    
    The Company entered into this SERP with Mr. Jenkins in
    August 2000. Mr. Jenkins became fully vested in the maximum
    SERP benefit on February 1, 2006. 22




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##### Table of Contents



Non-Qualified
    Deferred Compensation in Fiscal 2007
    Executive


Registrant








Aggregate BalanceContributions in


Contributions in


Aggregate Earnings


Aggregate


at Fiscal 2007Fiscal 2007


Fiscal 2007


in Fiscal 2007


Withdrawals/Distributions


Year-EndName

($)(1)


($)


($)


($)


($)Lawrence Mondry


















Maynard Jenkins


















James Constantine


















Steve Korby


















James Riley


















Dale Ward


















Larry Buresh


46,679







(3,425
)


0



102,366Randi Morrison


















     (1)
    
    Reflects amounts contributed by the NEO to the Deferred
    Compensation Plan during the covered period. Accordingly, these
    amounts are also reported as compensation to the NEO in the
    Summary Compensation Table.  Potential
    Payments Upon Termination or Change In Control
   23




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##### Table of Contents



Lawrence
    Mondry
  InvoluntaryNot for Cause(by Company)


Involuntaryor For Good


TerminationInvoluntary


Reason


Following aVoluntary











For Cause


(by Executive)


Change inExecutive Payments

Termination


Retirement


Death


Disability


Termination


Termination


ControlUpon Termination

($)


($)


($)


($)


($)


($)


($)Cash Severance(1)






















1,600,000



3,200,000Retention Bonus


























Acceleration of Unvested Equity AwardsStock Options (2)










0



0











0Restricted Stock/RSUs (2)










673,500



673,500







673,500



673,500Health and Welfare coverage(3)


























Tax Gross Up(4)


























Earned Vacation


127,269



127,269



127,269



127,269



127,269



127,269



127,269Outplacement Services


























Total


127,269



127,269



800,769



800,769



127,269



2,400,769



4,000,769     (1)
    
    If the Company had terminated Mr. Mondry without cause or
    Mr. Mondry terminated his employment for good reason, in
    each case, other than within the one year period following a
    change in control and subject to Mr. Mondrys
    continued compliance with his non-competition and other
    covenants to the Company, Mr. Mondry would have received,
    in addition to the other amounts described in the table above, a
    severance payment equal to two years of his then base salary,
    payable in equal monthly installments following his termination
    of employment. If a change in control of the Company had
    occurred and the Company terminated Mr. Mondry without
    cause or Mr. Mondry terminated his employment for any
    reason (including good reason), in each case within one year
    after the change in control, then, in addition to the other
    amounts described in the table above, Mr. Mondry would have
    been entitled to a severance payment equal to two times the sum
    of his then base salary and target bonus amount.(2)
    
    If the Company had terminated Mr. Mondry without cause or
    Mr. Mondry terminated his employment for good reason, in
    each case, other than within the one year period following a
    change in control, any unvested portion of the initial stock
    option and restricted stock unit awards granted to
    Mr. Mondry upon the commencement of his employment with the
    Company would have automatically vested. If a change in control
    of the Company had occurred (whether or not
    Mr. Mondrys employment was terminated), any unvested
    portion of the initial stock option and restricted stock unit
    awards granted to Mr. Mondry upon the commencement of his
    employment with the Company, as well as 50,000 of the 144,847
    stock options granted to him on October 20, 2007 would have
    automatically vested. At fiscal 2007 year end, the exercise
    price for all of Mr. Mondrys stock options was above
    the fair market of our common stock, (as reported on the NYSE on
    February 1, 2008).(3)
    
    At fiscal 2007 year end, Mr. Mondrys employment
    arrangements did not provide for continued medical benefits
    following a termination of employment.(4)
    
    Mr. Mondrys employment agreement does not provide for
    any tax
    gross-up in
    the event that any payment to be made to Mr. Mondry is
    subject to the golden parachute excise tax. If the Company
    determines that on the date of termination or such other
    relevant time, Mr. Mondry is a specified
    employee (as defined in Section 409A of the IRC) and
    that any payments to be provided to Mr. Mondry pursuant to
    the agreement are or may become subject to additional taxes or
    penalties under Section 409A, then such payments will be
    delayed until six months after separation from
    service (as defined in Section 409A of the IRC) or
    such shorter period deemed sufficient by the Company to avoid
    any additional taxes or penalties under Section 409A. 24




---



##### Table of Contents



Fiscal
    2008 Amendments to Mr. Mondrys Employment
    Agreement
    
    Following the execution of an agreement that, if consummated,
    would result in a change in control (as defined in the 2004
    Stock Plan), Mr. Mondry, who currently resides outside of
    the Phoenix, Arizona area shall not be required or permitted (at
    the Companys expense) to relocate to Phoenix.
    Continued health coverage (medical, dental and vision) for a
    period of one year subsequent to the termination of his
    employment by the Company without cause or by Mr. Mondry
    for good reason, or termination of his employment by the Company
    without cause or by Mr. Mondry for any reason (including
    good reason) within one year after a change in control of the
    Company. At the time when this health coverage ends,
    Mr. Mondry will be entitled (at his own election and
    expense) to COBRA coverage for an additional eighteen months.
    The relocation benefits and car allowance described in his
    employment agreement and currently provided to Mr. Mondry
    thereunder and under CSK Auto, Inc.s travel and relocation
    policies (including temporary housing in the Phoenix area,
    weekly travel between his home in Dallas, Texas and Phoenix and
    a tax
    gross-up for
    any taxable income incurred as a result of such benefits), which
    were scheduled to expire on June 30, 2008, will be extended
    until the earlier of the date that is eight months following the
    consummation of a change in control transaction or thirty days
    following his termination of employment for any reason.
    Failure to honor any of the agreements regarding the
    reimbursement of travel and relocation expenses described above
    will also be considered good reason for
    Mr. Mondry to terminate employment under his employment
    agreement.
    The Company will also reimburse Mr. Mondry for the cost of
    transporting his family and personal belongings from Phoenix
    back to his home city following a termination of employment
    (other than termination of employment for cause).
    If there is a termination of employment following a change in
    control and such termination is within one year of
    Mr. Mondrys initial hire (June 8, 2007),
    Mr. Mondry will not be required to repay to the Company any
    relocation expenses properly incurred or expended and previously
    reimbursed by the Company.  Senior
    Management Team (other than Mr. Mondry)
  Employment and
    Post-Employment Arrangements
   25




---



##### Table of Contents



James
    Constantine
  InvoluntaryNot for Cause(by Company)


Involuntaryor For Good


TerminationInvoluntary


Reason


Following aVoluntary











For Cause


(by Executive)


Change inExecutive Payments

Termination


Retirement


Death


Disability


Termination


Termination


ControlUpon Termination

($)


($)


($)


($)


($)


($)


($)Cash Severance(1)






















576,000



576,000Retention Bonus(2)


























90,000Acceleration of Unvested Equity AwardsStock Options (3)










0



0











0Restricted Stock (3)










224,500



224,500







224,500



224,500Health and Welfare coverage(4)






















20,000



20,000Tax Gross Up(5)


























0Earned Vacation


42,612



42,612



42,612



42,612



42,612



42,612



42,612Outplacement Services






















54,000



54,000Total


42,612



42,612



267,112



267,112



42,612



917,112



1,007,112     (1)
    
    If the Company had terminated Mr. Constantine without cause
    or Mr. Constantine terminated his employment for good
    reason, in each case, other than within the one year period
    following a change in control, or if a change in control of the
    Company had occurred and the Company terminated
    Mr. Constantine without cause or Mr. Constantine
    terminated his employment for good reason, in each case within
    one year after the change in control, and in all cases subject
    to Mr. Constantines continued compliance with his
    non-competition and other covenants to the Company,
    Mr. Constantine would have received, in addition to the
    other amounts described in the table above, a severance payment
    equal to 100% of the sum of his then base salary and target
    bonus (60% of his base salary). These payments would have been
    made in equal monthly installments over a twelve month period,
    subject to deferral pursuant to IRC Section 409A.(2)
    
    Had a change in control occurred and
    (i) Mr. Constantine remained continuously employed by
    the Company or its affiliates or the continuing or surviving
    corporation on a full-time basis through the date that is six
    months following the change in control date or
    (ii) Mr. Constantines employment with the
    Company was terminated (a) by the Company without cause or
    (b) by Mr. Constantine for good reason, in each case
    before the date that is six months following the change in
    control date, Mr. Constantine would have received three
    months of his then current base salary, which would have been
    paid in a lump sum within 10 days following the date that
    is six months following the change in control date.(3)
    
    If the Company had terminated Mr. Constantine without cause
    or Mr. Constantine terminated his employment for good
    reason, in each case, other than within the one year period
    following a change in control, any unvested portion of the
    initial stock option and restricted stock awards granted to
    Mr. Constantine following the commencement of his
    employment with the Company would have automatically vested. If
    a change in control of the Company had occurred (whether or not
    Mr. Constantines employment was terminated), any
    unvested portion of the initial stock option and restricted
    stock awards granted to Mr. Constantine upon the
    commencement of his employment with the Company would have
    automatically vested. At fiscal 2007 year end, the exercise
    price for all of Mr. Constantines stock options was
    above the fair market of our common stock, (as reported on the
    NYSE on February 1, 2008).(4)
    
    This figure represents the estimated cost of the continued
    medical benefits for one year under Mr. Constantines
    severance and retention agreement based on the current premium
    costs as well as an estimated reimbursement of $8,000 per year
    of out-of-pocket Exec-U-Care expenses (amounts not to be grossed
    up for taxes).(5)
    
    Had Mr. Constantines employment terminated at fiscal
    2007 year end, he would not have been subject to an excise
    tax, and thus no
    gross-up
    payments would have been payable to Mr. Constantine. 26




---



##### Table of Contents



Dale
    Ward
  InvoluntaryNot for Cause(by Company)


Involuntaryor For Good


TerminationInvoluntary


Reason


Following aVoluntary











For Cause


(by Executive)


Change inExecutive Payments

Termination


Retirement


Death


Disability


Termination


Termination


ControlUpon Termination

($)


($)


($)


($)


($)


($)


($)Cash Severance(1)






















576,800



576,800Retention Bonus(2)


























90,125Acceleration of Unvested Equity Awards(3)Stock Options (3)










0



0











0Restricted Stock (3)










144,282



144,282











144,282Health and Welfare coverage(4)






















20,000



20,000LTIP Units(5)






0
(6)


0
(7)


0
(7)






0
(8)


0
(9)Tax Gross Up(10)


























0Earned Vacation


61,801



61,801



61,801



61,801



61,801



61,801



61,801Outplacement Services






















54,075



54,075Total


61,801



61,801



206,083



206,083



61,801



712,676



947,083     (1)
    
    If the Company had terminated Mr. Ward without cause or
    Mr. Ward terminated his employment for good reason, in each
    case, other than within the one year period following a change
    in control, or if a change in control of the Company had
    occurred and the Company terminated Mr. Ward without cause
    or Mr. Ward terminated his employment for good reason, in
    each case within one year after the change in control, and in
    all cases subject to Mr. Wards continued compliance
    with his non-competition and other covenants to the Company,
    Mr. Ward would have received, in addition to the other
    amounts described in the table above, a severance payment equal
    to 100% of the sum of his then base salary and target bonus (60%
    of base salary). These payments would have been made in equal
    monthly installments over a twelve month period, subject to
    deferral pursuant to IRC Section 409A.(2)
    
    Had a change in control occurred and (i) Mr. Ward
    remained continuously employed by the Company or its affiliates
    or the continuing or surviving corporation on a full-time basis
    through the date that is six months following the change in
    control date or (ii) Mr. Wards employment with
    the Company was terminated (a) by the Company without cause
    or (b) by Mr. Ward for good reason, in each case
    before the date that is six months following the change in
    control date, Mr. Ward would have received three months of
    his then current base salary, which would have been paid in a
    lump sum within 10 days following the date that is six
    months following the change in control date.(3)
    
    If the Company had terminated Mr. Ward without cause or
    Mr. Ward terminated his employment for good reason, in each
    case, other than within the one year period following a change
    in control, any unvested portion of the stock option and
    restricted stock awards granted to Mr. Ward would have
    automatically vested. If a change in control of the Company had
    occurred (whether or not Mr. Wards employment was
    terminated), any unvested portion of the stock option and
    restricted stock awards granted to Mr. Ward would have
    automatically vested. At fiscal 2007 year end, the exercise
    price for all of Mr. Wards stock options was above
    the fair market of our common stock, (as reported on the NYSE on
    February 1, 2008).(4)
    
    This figure represents the estimated cost of the continued
    medical benefits for one year under Mr. Wards
    severance and retention agreement based on the current premium
    costs as well as an estimated reimbursement of $8,000 per year
    of out-of-pocket Exec-U-Care expenses (amounts not to be grossed
    up for taxes).(5)
    
    For each incentive bonus unit vested, the LTIP participant shall
    be entitled to receive a cash payment from the Company equal to
    the per share excess amount, if any, by which the average of the
    per share closing prices of the Companys common stock on
    the NYSE over a specified period of time (after release of by
    the Company of 27




---



##### Table of Contents



its fiscal year earnings) (the measuring period)
    exceeds $20 per share (which figure is subject to certain
    adjustments in the event of a change in the Companys
    capitalization) the (LTIP Payment).(6)
    
    If Mr. Wards employment is terminated by reason of
    his retirement (as defined in the LTIP) and the termination date
    occurs prior to the occurrence of a change in control of the
    Company, Mr. Ward will be entitled to an LTIP Payment of
    100% of the amount, if any, that would have otherwise been
    payable to him pursuant to the LTIP, with such amount determined
    and paid as if he had not retired but had remained employed by
    the Company through each of the then remaining payment dates.
    The amount of cash, if any, that will ultimately be received by
    Mr. Ward is not known until the end of the measuring period
    (which, barring a change in control would be April 30 of 2007,
    2008, 2009 and 2010). Assuming the stock price remains the same
    as the price on February 1, 2008, the total amount payable
    to Mr. Ward would be $0.(7)
    
    If Mr. Wards employment is terminated due to death or
    following a disability and the termination date occurs prior to
    the occurrence of a change in control of the Company,
    Mr. Ward or his estate will be entitled to an LTIP Payment
    of (1) 100% of the amount, if any, that would have
    otherwise been payable to him with respect to the Plan Year (as
    defined in the LTIP) in which the termination date occurs and
    (2) 50% of the amount, if any, that would have otherwise
    been payable to him with respect to the Plan Year immediately
    following the Plan Year in which the termination date occurs, in
    each case with such amounts determined and paid as if he had not
    died or become disabled but had remained employed by the Company
    through each of the then remaining payment dates. The amount of
    cash, if any, that will ultimately be received by Mr. Ward
    is not known until the end of the measuring period (which,
    barring a change in control would be April 30 of 2007, 2008,
    2009 and 2010). Assuming the stock price remains the same as the
    price on February 1, 2008, the total amount payable to
    Mr. Ward would be $0.(8)
    
    If Mr. Wards employment is terminated by the Company
    without cause (as defined in the LTIP) and the termination date
    occurs prior to the occurrence of a change in control of the
    Company, Mr. Ward will be entitled to an LTIP Payment of
    100% of the amount, if any, that would have otherwise been
    payable to him with respect to the Plan Year (as defined in the
    LTIP) in which the termination date occurs, with such amounts
    determined and paid as if he had remained employed by the
    Company through the applicable remaining payment date. The
    amount of cash, if any, that will ultimately be received by
    Mr. Ward is not known until the end of the measuring period
    (which, barring a change in control, would be April 30 of 2007,
    2008, 2009 and 2010). Assuming the stock price remains the same
    as the price on February 1, 2008, the total amount payable
    to Mr. Ward would be $0.(9)
    
    If Mr. Wards employment is terminated following a
    change in control of the Company (1) by reason of his
    death, disability or retirement or (2) by reason of a
    termination of employment by the Company without cause or by
    Mr. Ward with good reason (cause and good reason being
    defined in the LTIP), Mr. Ward will be entitled to an
    immediate cash payment equal to the per share excess, if any, of
    the per share value of the consideration received by the
    Companys common stockholders in a change in control
    transaction as determined by the Committee in good faith and
    $20, multiplied by 100% of the aggregate number of incentive
    bonus units awarded to Mr. Ward and in respect of which
    Mr. Ward has not yet received payment. Assuming the per
    share transaction value of the consideration received by the
    Companys common stockholders following a change in control
    of the Company is the same as the stock price on
    February 1, 2008, the total amount payable to Mr. Ward
    would be $0.(10)
    
    Had Mr. Wards employment terminated at fiscal
    2007 year end, he would not have been subject to an excise
    tax, and thus no
    gross-up
    payments would have been payable to Mr. Ward. 28




---



##### Table of Contents



Larry
    Buresh
  InvoluntaryNot for Cause(by Company)


Involuntaryor For Good


TerminationInvoluntary


Reason


Following aVoluntary











For Cause


(by Executive)


Change inExecutive Payments

Termination


Retirement


Death


Disability


Termination


Termination


ControlUpon Termination

($)


($)


($)


($)


($)


($)


($)Cash Severance(1)






















543,200



543,200Retention Bonus(2)


























84,875Acceleration of Unvested Equity AwardsStock Options (3)










0



0











0Restricted Stock (3)










117,809



117,809











117,809Health and Welfare coverage(4)






















14,000



14,000LTIP Units(5)






0
(6)


0
(7)


0
(7)






0
(8)


0
(9)Tax Gross Up(10)


























0Earned Vacation


54,646



54,646



54,646



54,646



54,646



54,646



54,646Outplacement Services






















50,925



50,925Total


54,646



54,646



172,455



172,455



54,646



662,771



865,455     (1)
    
    If the Company had terminated Mr. Buresh without cause or
    Mr. Buresh terminated his employment for good reason, in
    each case, other than within the one year period following a
    change in control, or if a change in control of the Company had
    occurred and the Company terminated Mr. Buresh without
    cause or Mr. Buresh terminated his employment for good
    reason, in each case within one year after the change in
    control, and in all cases subject to Mr. Bureshs
    continued compliance with his non-competition and other
    covenants to the Company, Mr. Buresh would have received,
    in addition to the other amounts described in the table above, a
    severance payment equal to 100% of the sum of his then base
    salary and target bonus (60% of base salary). These payments
    would have been made in equal monthly installments over a twelve
    month period, subject to deferral pursuant to IRC
    Section 409A.(2)
    
    Had a change in control occurred and (i) Mr. Buresh
    remained continuously employed by the Company or its affiliates
    or the continuing or surviving corporation on a full-time basis
    through the date that is six months following the change in
    control date or (ii) Mr. Bureshs employment with
    the Company was terminated (a) by the Company without cause
    or (b) by Mr. Buresh for good reason, in each case
    before the date that is six months following the change in
    control date, Mr. Buresh would have received three months
    of his then current base salary, which would have been paid in a
    lump sum within 10 days following the date that is six
    months following the change in control date.(3)
    
    If the Company had terminated Mr. Buresh without cause or
    Mr. Buresh terminated his employment for good reason, in
    each case, other than within the one year period following a
    change in control, any unvested portion of the stock option and
    restricted stock awards granted to Mr. Buresh would have
    automatically vested. If a change in control of the Company had
    occurred (whether or not Mr. Bureshs employment was
    terminated), any unvested portion of the stock option and
    restricted stock awards granted to Mr. Buresh would have
    automatically vested. At fiscal 2007 year end, the exercise
    price for all of Mr. Bureshs stock options was above
    the fair market of our common stock, (as reported on the NYSE on
    February 1, 2008).(4)
    
    This figure represents the estimated cost of the continued
    medical benefits for one year under Mr. Bureshs
    severance and retention agreement based on the current premium
    costs as well as an estimated reimbursement of $8,000 per year
    of out-of-pocket Exec-U-Care expenses (amounts not to be grossed
    up for taxes).(5)
    
    For each incentive bonus unit vested, the LTIP participant shall
    be entitled to receive the LTIP Payment (as defined above).(6)
    
    If Mr. Bureshs employment is terminated by reason of
    his retirement (as defined in the LTIP) and the termination date
    occurs prior to the occurrence of a change in control of the
    Company, Mr. Buresh will be 29




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##### Table of Contents



entitled to an LTIP Payment of 100% of the amount, if any, that
    would have otherwise been payable to him pursuant to the LTIP,
    with such amount determined and paid as if he had not retired
    but had remained employed by the Company through each of the
    then remaining payment dates. The amount of cash, if any, that
    will ultimately be received by Mr. Buresh is not known
    until the end of the measuring period (which, barring a change
    in control would be April 30 of 2007, 2008, 2009 and 2010).
    Assuming the stock price remains the same as the price on
    February 1, 2008, the total amount payable to
    Mr. Buresh would be $0.(7)
    
    If Mr. Bureshs employment is terminated due to death
    or following a disability and the termination date occurs prior
    to the occurrence of a change in control of the Company,
    Mr. Buresh or his estate will be entitled to an LTIP
    Payment of (1) 100% of the amount, if any, that would have
    otherwise been payable to him with respect to the Plan Year (as
    defined in the LTIP) in which the termination date occurs and
    (2) 50% of the amount, if any, that would have otherwise
    been payable to him with respect to the Plan Year immediately
    following the Plan Year in which the termination date occurs, in
    each case with such amounts determined and paid as if he had not
    died or become disabled but had remained employed by the Company
    through each of the then remaining payment dates. The amount of
    cash, if any, that will ultimately be received by
    Mr. Buresh is not known until the end of the measuring
    period (which, barring a change in control, would be April 30 of
    2007, 2008, 2009 and 2010). Assuming the stock price remains the
    same as the price on February 1, 2008, the total amount
    payable to Mr. Buresh would be $0.(8)
    
    If Mr. Bureshs employment is terminated by the
    Company without cause (as defined in the LTIP) and the
    termination date occurs prior to the occurrence of a change in
    control of the Company, Mr. Buresh will be entitled to an
    LTIP Payment of 100% of the amount, if any, that would have
    otherwise been payable to him with respect to the Plan Year (as
    defined in the LTIP) in which the termination date occurs, with
    such amounts determined and paid as if he had remained employed
    by the Company through the applicable remaining payment date.
    The amount of cash, if any, that will ultimately be received by
    Mr. Buresh is not known until the end of the measuring
    period (which, barring a change in control would be April 30 of
    2007, 2008, 2009 and 2010). Assuming the stock price remains the
    same as the price on February 1, 2008, the total amount
    payable to Mr. Buresh would be $0.(9)
    
    If Mr. Bureshs employment is terminated following a
    change in control of the Company (1) by reason of his
    death, disability or retirement or (2) by reason of a
    termination of employment by the Company without cause or by
    Mr. Buresh with good reason (cause and good reason being
    defined in the LTIP), Mr. Buresh will be entitled to an
    immediate cash payment equal to the per share excess, if any, of
    the per share value of the consideration received by the
    Companys common stockholders in a change in control
    transaction as determined by the Committee in good faith and
    $20, multiplied by 100% of the aggregate number of incentive
    bonus units awarded to Mr. Buresh and in respect of which
    Mr. Buresh has not yet received payment. Assuming the per
    share transaction value of the consideration received by the
    Companys common stockholders following a change in control
    of the Company is the same as the stock price on
    February 1, 2008, the total amount payable to
    Mr. Buresh would be $0.(10)
    
    Had Mr. Bureshs employment terminated at fiscal
    2007 year end, he would not have been subject to an excise
    tax, and thus no
    gross-up
    payments would have been payable to Mr. Buresh. 30




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##### Table of Contents



Randi
    Morrison
  InvoluntaryNot for Cause(by Company)


Involuntaryor For Good


TerminationInvoluntary


Reason


Following aVoluntary











For Cause


(by Executive)


Change inExecutive Payments

Termination


Retirement


Death


Disability


Termination


Termination


ControlUpon Termination

($)


($)


($)


($)


($)


($)


($)Cash Severance(1)






















412,000



412,000Retention Bonus(2)


























64,375Acceleration of Unvested Equity AwardsStock Options (3)










0



0











0Restricted Stock (3)










82,805



82,805











82,805Health and Welfare coverage(4)






















10,000



10,000LTIP Units(5)






0
(6)


0
(7)


0
(7)






0
(8)


0
(9)Tax Gross Up(10)


























0Earned Vacation


34,255



34,255



34,255



34,255



34,255



34,255



34,255Outplacement Services






















38,625



38,625Total


34,255



34,255



117,060



117,060



34,255



494,880



642,060     (1)
    
    If the Company had terminated Ms. Morrison without cause or
    Ms. Morrison terminated her employment for good reason, in
    each case, other than within the one year period following a
    change in control, or if a change in control of the Company had
    occurred and the Company terminated Ms. Morrison without
    cause or Ms. Morrison terminated her employment for
    including good reason, in each case within one year after the
    change in control, and in all cases subject to
    Ms. Morrisons continued compliance with her
    non-competition and other covenants to the Company,
    Ms. Morrison would have received, in addition to the other
    amounts described in the table above, a severance payment equal
    to 100% of the sum of her then base salary and target bonus (60%
    of base salary). These payments would have been made in equal
    monthly installments over a twelve month period, subject to
    deferral pursuant to IRC Section 409A.(2)
    
    Had a change in control occurred and (i) Ms. Morrison
    remained continuously employed by the Company or its affiliates
    or the continuing or surviving corporation on a full-time basis
    through the date that is six months following the change in
    control date or (ii) Ms. Morrisons employment
    with the Company was terminated (a) by the Company without
    cause or (b) by Ms. Morrison for good reason, in each
    case before the date that is six months following the change in
    control date, Ms. Morrison would have received three months
    of her then current base salary, which would have been paid in a
    lump sum within 10 days following the date that is six
    months following the change in control date.(3)
    
    If the Company had terminated Ms. Morrison without cause or
    Ms. Morrison terminated her employment for good reason, in
    each case, other than within the one year period following a
    change in control, any unvested portion of the stock option and
    restricted stock awards granted to Ms. Morrison would have
    automatically vested. If a change in control of the Company had
    occurred (whether or not Ms. Morrisons employment was
    terminated), any unvested portion of the stock option and
    restricted stock awards granted to Ms. Morrison would have
    automatically vested. At fiscal 2007 year end, the exercise
    price for all of Ms. Morrisons stock options was
    above the fair market of our common stock, (as reported on the
    NYSE on February 1, 2008).(4)
    
    This figure represents the estimated cost of the continued
    medical benefits for one year under Ms. Morrisons
    severance and retention agreement based on the current premium
    costs as well as an estimated reimbursement of $8,000 per year
    of out-of-pocket Exec-U-Care expenses (amounts not to be grossed
    up for taxes).(5)
    
    For each incentive bonus unit vested, the LTIP participant shall
    be entitled to receive the LTIP Payment (as defined above).(6)
    
    If Ms. Morrisons employment is terminated by reason
    of her retirement (as defined in the LTIP) and the termination
    date occurs prior to the occurrence of a change in control of
    the Company, Ms. Morrison will be 31




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##### Table of Contents



entitled to an LTIP Payment of 100% of the amount, if any, that
    would have otherwise been payable to her pursuant to the LTIP,
    with such amount determined and paid as if she had not retired
    but had remained employed by the Company through each of the
    then remaining payment dates. The amount of cash, if any, that
    will ultimately be received by Ms. Morrison is not known
    until the end of the measuring period (which, barring a change
    in control would be April 30 of 2007, 2008, 2009 and 2010).
    Assuming the stock price remains the same as the price on
    February 1, 2008, the total amount payable to
    Ms. Morrison would be $0.(7)
    
    If Ms. Morrisons employment is terminated due to
    death or following a disability and the termination date occurs
    prior to the occurrence of a change in control of the Company,
    Ms. Morrison or her estate will be entitled to an LTIP
    Payment of (1) 100% of the amount, if any, that would have
    otherwise been payable to her with respect to the Plan Year (as
    defined in the LTIP) in which the termination date occurs and
    (2) 50% of the amount, if any, that would have otherwise
    been payable to her with respect to the Plan Year immediately
    following the Plan Year in which the termination date occurs, in
    each case with such amounts determined and paid as if she had
    not died or become disabled but had remained employed by the
    Company through each of the then remaining payment dates. The
    amount of cash, if any, that will ultimately be received by
    Ms. Morrison is not known until the end of the measuring
    period (which, barring a change in control, would be April 30 of
    2007, 2008, 2009 and 2010). Assuming the stock price remains the
    same as the price on February 1, 2008, the total amount
    payable to Ms. Morrison would be $0.(8)
    
    If Ms. Morrisons employment is terminated by the
    Company without cause (as defined in the LTIP) and the
    termination date occurs prior to the occurrence of a change in
    control of the Company, Ms. Morrison will be entitled to an
    LTIP Payment of 100% of the amount, if any, that would have
    otherwise been payable to her with respect to the Plan Year (as
    defined in the LTIP) in which the termination date occurs, with
    such amounts determined and paid as if she had remained employed
    by the Company through the applicable remaining payment date.
    The amount of cash, if any, that will ultimately be received by
    Ms. Morrison is not known until the end of the measuring
    period (which, barring a change in control would be April 30 of
    2007, 2008, 2009 and 2010). Assuming the stock price remains the
    same as the price on February 1, 2008, the total amount
    payable to Ms. Morrison would be $0.(9)
    
    If Ms. Morrisons employment is terminated following a
    change in control of the Company (1) by reason of her
    death, disability or retirement or (2) by reason of a
    termination of employment by the Company without cause or by
    Ms. Morrison with good reason (cause and good reason being
    defined in the LTIP), Ms. Morrison will be entitled to an
    immediate cash payment equal to the per share excess, if any, of
    the per share value of the consideration received by the
    Companys common stockholders in a change in control
    transaction as determined by the Committee in good faith and
    $20, multiplied by 100% of the aggregate number of incentive
    bonus units awarded to Ms. Morrison and in respect of which
    Ms. Morrison has not yet received payment. Assuming the per
    share transaction value of the consideration received by the
    Companys common stockholders following a change in control
    of the Company is the same as the stock price on
    February 1, 2008, the total amount payable to
    Ms. Morrison would be $0.(10)
    
    Had Ms. Morrisons employment terminated at fiscal
    2007 year end, she would not have been subject to an excise
    tax, and thus no
    gross-up
    payments would have been payable to Ms. Morrison.  Fiscal
    2008 Amendments to the Named Executive Officers Severance
    and Retention Agreements
   32




---



##### Table of Contents




    In the event that a change of control (as defined under the
    agreements) is consummated during fiscal 2008 and the executive
    officer either remains employed by the Company for a period of
    six months following the change of control or suffers a
    termination of employment by the Company without cause (as
    defined under the agreements) or by the executive for good
    reason (as defined under the agreements), (i) if the
    executives employment terminates prior to the end of
    fiscal 2008, the executive will be entitled to a pro-rata annual
    bonus (paid at the target bonus level), with such pro-ration
    based on the greater of the actual number of months the
    executive was employed during fiscal 2008 or the number of
    months between February 4, 2008 and the six month
    anniversary of the closing date of the change of control
    transaction or (ii) if the executive remains employed by
    the Company through the end of fiscal 2008, the executive will
    be entitled to an annual bonus for 2008 equal to the
    executives target bonus for the year (equal to 60% of the
    executives base salary in effect at the end of fiscal
    2008).
    For each executive officer other than Mr. Mondry (whose
    employment agreement already included a similar benefit), the
    severance benefits ordinarily payable under the agreements upon
    a termination of employment by the Company without cause or by
    the executive for good reason following a change of control will
    also become payable if the applicable executive resigns for any
    reason during the
    thirty-day
    period commencing on the six-month anniversary of the change of
    control.
    The definition of good reason was amended to provide
    that if the Company breaches the provisions of the letter
    agreements dated March 31, 2008, between the Company and
    each of certain executive officers (including some of our Named
    Executive Officers) regarding the executives commuting
    arrangements and related agreement by the Company to pay or
    reimburse the executive for travel, living
    and/or
    relocation expenses as set forth therein, such executive shall
    have good reason to terminate his or her employment.
    Severance benefits now also include (i) eighteen months of
    COBRA benefits (at executives election and expense) after
    the twelve months of prepaid healthcare benefits expires,
    (ii) lump sum payout of the executives fiscal 2008
    Cash In Lieu incentive award (equal to 85% of Senior Vice
    Presidents base salaries or 100% of Executive Vice
    Presidents base salaries), (iii) reimbursement for
    properly incurred business expenses (including, but not limited
    to, expenses incurred pursuant to the Letter Agreement dated
    March 31, 2008), (iv) retention for personal use
    following termination of employment the cell phone
    and/or PDA
    provided to the executive by the Company, and (v) no
    repayment required by the executive of any relocation expenses
    if the executive terminates employment within one year of hire
    date (under the Companys relocation policy, the executive
    would have had to reimburse the Company for relocation expenses
    if he or she voluntarily terminates employment within one year
    of hire date).  Post-Employment
    Benefits for Messrs. Jenkins, Riley and Korby
  Employment and Post-Employment
    Arrangements
 33




---



##### Table of Contents



Compensation
    of Directors
  Outside
    Director Compensation Policy
      Fiscal
    2007 Non-Employee Director Compensation Table
    Fees Earned or


Stock


Option


All OtherPaid in Cash


Awards


Awards


Compensation


TotalName

($)(1)


($)


($)(2)


($)


($)James G. Bazlen (3)


20,000







60,082



51,200



131,282Morton Godlas


71,500







60,082







131,582Terilyn A. Henderson (4)


78,375







60,082







138,457Charles K. Marquis (4)


104,500







60,082







164,582Charles J. Philippin (5)


93,000







60,082







153,082William A. Shutzer


70,500







60,082







130,582     (1)
    
    Pursuant to our Outside Director Compensation Policy described
    above, Non-Employee Directors are also eligible for
    reimbursement of reasonable expenses (e.g., travel expenses)
    incurred in connection with attendance at Board and/or Committee
    meetings. Expense amounts reimbursed are not included in the
    table above.(2)
    
    The amounts included in the Option Awards column are
    the amounts of compensation cost recognized by the Company in
    fiscal 2007 related to stock option awards that have not yet
    vested, in accordance with SFAS No. 123(R).
    Non-management director stock option grants become fully vested
    on the first anniversary 34




---



##### Table of Contents



of the grant date (subject to earlier acceleration in some
    circumstances, such as in the event of a change in control of
    the Company) and expire seven years from the grant date.  The exercise price for all option awards shown is the average of
    the high and low prices of the Companys common stock on
    the date of grant. For a discussion of valuation assumptions,
    see Note 2 Summary of Significant Accounting
    Policies to the Companys Consolidated Financial
    Statements included in the Original Annual Report under the
    subheading Stock Options. The grant date fair value
    of the stock options underlying the expense shown in this column
    is as follows (for each director): (1) $63,522 for the
    10,000 options granted November 30, 2006 and
    (2) $33,848 for the 10,000 options granted November 8,
    2007.(3)
    
    As discussed in Item 13 below under the caption
    Certain Relationships and Related Transactions,
    Mr. Bazlen, formerly our President and Chief Operating
    Officer and currently a member of our Board of Directors, has an
    employment agreement with the Company that provides for payment
    of all compensation and reimbursement of expenses provided to
    outside directors under the Outside Director Compensation Policy
    except for the Annual Stipend, as well as payment of an annual
    base salary (equal to the Annual Stipend) and certain benefits.
    Amounts included in the All Other Compensation
    column for Mr. Bazlen include his annual base salary as
    well as Company matching contributions to his 401(k) Plan.(4)
    
    Mr. Marquis was Chair of the Compensation Committee during
    fiscal 2007, and Chair of the Nominating and Corporate
    Governance Committee during fiscal 2007 until September 10,
    2007, at which time Terilyn Henderson was designated Chair of
    the Nominating and Corporate Governance Committee.(5)
    
    Mr. Philippin was the Chair for the Audit Committee during
    fiscal 2007.  Directors
    Outstanding Equity Awards at Fiscal 2007 Year End
    OutstandingStockOptionsName

(#)(1)James Bazlen(2)


91,000Morton Godlas


40,000Terilyn Henderson


40,000Charles Marquis


40,000Charles Philippin


40,000William Shutzer


40,000     (1)
    
    For each director, all options are fully vested and exercisable
    with the exception of 10,000 options awarded to each director
    during fiscal 2007. Those options will become fully vested and
    exercisable on November 8, 2008, unless earlier vested
    pursuant to the terms of the 2004 Stock Plan.(2)
    
    Outstanding stock options for Mr. Bazlen consist of 51,000
    options awarded to him while he was the President and Chief
    Operating Officer of the Company and 40,000 options awarded to
    him since 2004 as a member of our Board of Directors, after his
    retirement as President and COO. 35




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Number of


Total VotingName

Shares


Power (%)*OppenheimerFunds, Inc. (1)


5,363,917



12.00Akre Capital Management, LLC (2)


4,418,020



10.00GAMCO Asset Management and affiliated funds (3)


4,177,769



9.48Robert S. Pitts, Jr. and affiliated funds (4)


2,910,000



6.62Brencourt Advisors, LLC (5)


2,545,988



5.78Friedman, Billings, Ramsey Group, Inc. (6)


2,496,769



5.67GLG Partners LP (7)


2,274,776



5.17James Bazlen (8)(9)


342,857



**Morton Godlas (9)(10)


38,521



**Terilyn A. Henderson (9)


31,012



**Charles K. Marquis (9)


80,000



**Charles J. Philippin (9)


45,601



**William A. Shutzer (9)(11)


43,671



**Lawrence Mondry (9)(12)


264,899



**Larry Buresh (9)(12)


185,738



**James Constantine (12)


25,000



**Randi Morrison (9)(12)


46,832



**Dale Ward (9)(12)


111,322



**Maynard Jenkins (9)(13)(14)


449,697



**James B. Riley (15)


11,442



**All directors and executive officers as a group
    (16 persons) (8)-(12)


1,414,450



3.21     *
    
    As of the Ownership Date, 44,036,813 shares of common stock
    were issued and outstanding.**
    
    Less than 1%.(1)
    
    OppenheimerFunds, Inc. (OFI) is an investment
    adviser and manager of Oppenheimer Capital Income Fund
    (OCIF), a registered investment company. OFI has
    beneficial ownership of 5,363,317 shares and OCIF has
    beneficial ownership of 5,362,917 shares. OFI has shared
    voting and dispositive power with respect to
    5,363,317 shares and OCIF has shared voting and dispositive
    power with respect to 5,362,917 shares. The business
    address for OFI is Two World Financial Center, 225 Liberty
    Street, 11th Floor, New York, New York
    10281-1008.
    The business address for OCIF is 6803 S. Tucson Way,
    Centennial, Colorado 80112. The information with respect to OFI
    and OCIF is as of December 31, 2007, and was obtained from
    the Schedule 13G/A filed with the SEC on their behalf on
    February 4, 2008.(2)
    
    Charles T. Akre, Jr. and Akre Capital Management, LLC, an
    investment advisor, beneficially own 4,418,020 shares of
    our common stock and have shared voting and dispositive power
    with respect to all of these shares. The business address of
    each of the reporting entities is 2 West Marshall Street,
    P.O. Box 998, 36




---



##### Table of Contents



Middleburg, VA 20118. The foregoing information is as of
    January 15, 2008 and was obtained from the
    Schedule 13G filed with the SEC on their behalf on
    January 18, 2008.(3)
    
    Gabelli Funds, LLC (GF) is a wholly-owned subsidiary
    of GAMCO Investors, Inc. (GII) and is a registered
    investment adviser. GAMCO Asset Management, Inc.
    (GAM) is a wholly-owned subsidiary of GII and is a
    registered investment adviser. Gabelli Securities, Inc.
    (GSI) is a majority-owned subsidiary of GII and is a
    registered investment adviser. MJG Associates, Inc.
    (MJG) provides advisory services to private
    investment partnerships and offshore funds. Mario Gabelli
    directly or indirectly controls or acts as chief investment
    advisor for each of the entities named above. GF has the sole
    power to vote and dispose of 780,300 shares of our common
    stock. GAM has the sole power to vote 3,127,269 shares of
    our common stock and the sole power to dispose
    3,207,269 shares of our common stock. GSI has the sole
    power to vote and dispose of 178,200 shares of our common
    stock. MJG has the sole power to vote and dispose of
    12,000 shares of our common stock. The business address of
    GF, GAM, and GSI is One Corporate Center, Rye, New York 10580.
    The business address of MJG is 140 Greenwich Avenue, Greenwich,
    CT 06830. The foregoing information is as of May 9, 2008
    and was obtained from the Schedule 13D/A filed with the SEC
    on their behalf on May 12, 2008.(4)
    
    Robert S. Pitts, Jr. (Mr. Pitts) is the
    managing member of Steadfast Capital Management LLC
    (Management) and Steadfast Advisors LLC
    (Advisors) and has shared voting and dispositive
    power with respect to 2,910,000 shares of our common stock.
    Mr. Pitts and Management have shared voting and dispositive
    power with respect to 2,506,542 shares of our common stock.
    Advisors has shared power with Mr. Pitts and Steadfast
    Capital, L.P. to vote or dispose of the 403,458 shares of
    our common stock held by Steadfast Capital, L.P. Management has
    the shared power with Mr. Pitts and American Steadfast,
    L.P. to vote or dispose of the 834,458 shares of our common
    stock held by American Steadfast, L.P. Management has the shared
    power with Mr. Pitts and Steadfast International Ltd.
    (International) to vote or dispose of the
    1,672,084 shares of our common stock held by Steadfast
    International Ltd. Collectively, the reporting entities own
    2,910,000 shares of our common stock. The business address
    for each reporting entity, except International, is
    767 Fifth Avenue, 6th Floor, New York, New York 10153. The
    business address for International is
    c/o Appleby
    Corporate Services (Cayman) Limited, P.O. Box 1350 GT,
    George Town, Grand Cayman, Cayman Islands. The foregoing
    information is as of December 31, 2007 and was obtained
    from the Schedule 13G/A filed with the SEC on their behalf
    on February 6, 2008.(5)
    
    Brencourt Advisors, LLC, an investment advisor, has the sole
    power to vote, and to dispose or direct the disposition of
    2,545,988 shares of our common stock. The business address
    for Brencourt Advisors, LLC is 600 Lexington Avenue, 8th Floor,
    New York, NY 10022. The foregoing information is as of
    February 14, 2008 and was obtained from the
    Schedule 13G filed with the SEC on its behalf on
    February 22, 2008.(6)
    
    Each of Friedman, Billings, Ramsey Group, Inc. (FBR
    Group), FBR TRS Holdings, Inc., FBR Capital Markets
    Corporation, FBR Asset Management Holdings Inc., and FBR
    Fund Advisers, Inc. has shared voting and dispositive power
    with respect to all 2,496,769 shares of our common stock.
    FBR Group is an SEC reporting company and its common stock is
    traded on the New York Stock Exchange under the symbol FBR. The
    business address of each of the reporting entities is 1001
    Nineteenth Street North, Arlington, VA 22209. The foregoing
    information is as of January 31, 2008 and was obtained from
    the Schedule 13G filed with the SEC on their behalf on
    February 11, 2008.(7)
    
    GLG Partners Limited (the General Partner) is the
    general partner of GLG Partners LP. (the Investment
    Manager). On November 2, 2007, the General Partner,
    the Investment Manager and certain additional entities were
    directly or indirectly acquired by GLG Partners, Inc. (the
    Parent Company) (formerly named Freedom Acquisition
    Holdings, Inc.), which is an SEC reporting company and has
    common stock listed on the New York Stock Exchange. Each of Noam
    Gottesman, Pierre Lagrange, and Emmanuel Roman is a managing
    director of the General Partner (the Managing
    Directors). Each of the General Partner, the Investment
    Manager and the Parent Company has shared voting and dispositive
    power with respect to all 2,274,776 shares of our common
    stock. The business address of the Parent Company is 390 Park
    Avenue, 20th Floor, New York, NY 10022. The business address of
    each of the other reporting entities is
    c/o GLG
    Partners LP, 1 Curzon Street, London W1J BHB, United Kingdom.
    The information with respect to the General Partner, GLG
    Partners LP and the Managing Directors is as of
    December 31, 2007 and was obtained from the
    Schedule 13G/A
    filed with the SEC on their behalf on February 14, 2008. 37




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##### Table of Contents



(8)
    
    Includes 259,857 shares of common stock held by a revocable
    family trust and 2,000 shares of common stock owned by
    Mr. Bazlens children.(9)
    
    Includes the following shares of our common stock that the
    following individuals have the right to acquire within
    60 days after May 22, 2008, through the exercise of
    options: James Bazlen (81,000); Morton Godlas (30,000); Terilyn
    A. Henderson (30,000); Charles K. Marquis (30,000); Charles J.
    Philippin (30,000); William A. Shutzer (30,000); Lawrence Mondry
    (100,000); Larry Buresh (131,528); Randi Morrison (33,114); Dale
    Ward (86,315); Maynard Jenkins (374,635); and all current
    directors and executive officers as a group (707,599). Upon
    departure from the Company, all unvested stock options are
    forfeited.(10)
    
    Consists of 8,521 shares of common stock held in a
    revocable family trust.(11)
    
    Includes 2,000 shares of common stock held by a Defined
    Benefit Plan.(12)
    
    Includes shares of restricted stock (or in the case of
    Mr. Mondrys initial hire grant, restricted stock
    units) awarded to our executive officers, net of a portion of
    the restricted stock that has already vested as well as shares
    that were surrendered back to the Company to satisfy tax
    obligations arising from these vestings (total net shares as of
    May 22, 2008 are shown in parentheses after each named
    individual): Lawrence Mondry (164,899); James Constantine
    (25,000); Larry Buresh (13,119); Randi Morrison (9,221); Dale
    Ward (16,067); and all executive officers as a group (285,210).
    Such shares vest as to 33
    1/3%
    on each of the first, second and third year anniversaries of the
    grant date and confer the holders with the entire beneficial
    ownership interest in, and all rights and privileges of a
    stockholder as to, such restricted shares, including voting
    rights. Upon departure from the Company, all unvested shares of
    restricted stock are forfeited.(13)
    
    Includes 23,600 shares of common stock held in revocable
    family trusts.(14)
    
    As discussed in Item 1, Business in the
    Original Annual Report under the caption Information About
    Our Executive Officers in August 2007, Mr. Jenkins
    retired from the Company. The number of shares owned by
    Mr. Jenkins is as of August 15, 2007.(15)
    
    As discussed in Item 1, Business in the
    Original Annual Report under the caption Information About
    Our Executive Officers in June 2007, Mr. Riley
    resigned from the Company. The number of shares owned by
    Mr. Riley is as of June 30, 2007.  Equity
    Compensation Plan Information
  Number of Securities





Number of Securitiesto be Issued Upon


Weighted-average


Remaining AvailableExercise of


Exercise Price of


for Future IssuanceOutstanding Options,


Outstanding Options,


under EquityPlan Category

Warrants and Rights


Warrants and Rights


Compensation Plans(1)Equity compensation plans approved by security holders


3,742,413


$
13.17



2,082,184Equity compensation plans not approved by security holders(2)


375,000


$
18.66



Total


4,117,413


$
13.67



2,082,184     (1)
    
    Excludes the securities to be issued upon exercise of
    outstanding options, warrants and rights. Availability for
    future issuance under our 2004 Stock Plan has been reduced based
    on previously issued restricted stock awards weighted as set
    forth in such plan.(2)
    
    Consists of stock options and restricted stock units awarded to
    our Chief Executive Officer, Mr. Mondry, under the terms of
    his employment agreement approved by the Board of Directors
    effective June 13, 2007.  Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence  Regulation S-K.
 38




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##### Table of Contents



Director
    Independence
  Rule 10A-3.
    and/or
  Item 14.
    Principal
    Accountant Fees and Services  Audit
    Committee Pre-Approval Policies
  Rule 2-01 Regulation S-X, Rule 2-01 Regulation S-X.
 39




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##### Table of Contents



2007


2006Audit Fees(1)

$
5,329,387


$
1,614,160Audit-Related Fees(2)


495,105



14,057Tax Fees(3)


345,040



776,821All Other Fees(4)






$
6,169,532


$
2,405,038     (1)
    
    The audit fees reported for fiscal 2007 are substantially higher
    than fiscal 2006 because the amount for fiscal 2007 includes
    (i) $935,804 related to the completion of our Annual Report
    on
    Form 10-K
    for fiscal 2006, which was filed on July 9, 2007 and
    amended on August 15, 2007; (ii) $458,489 for reviews
    of Quarterly Reports on
    Form 10-Q
    for fiscal 2006, which were also filed on August 15, 2007;
    (iii) $1,006,764 for reviews of Quarterly Reports on
    Form 10-Q
    for fiscal 2007; and (iv) $2,928,330 for the integrated
    audit for fiscal 2007. The audit fees reported for fiscal 2006
    includes amounts billed through June 15, 2007 for the
    integrated audit for fiscal 2006 and include $364,160 related to
    completion of our Annual Report on
    Form 10-K
    for fiscal 2005, which was filed on May 1, 2007.(2)
    
    The audit related fees for fiscal 2007 were primarily for
    professional services rendered relative to the Companys
    then-proposed merger agreement with OReilly (executed
    April 1, 2008), a review of responses to SEC staff comment
    letters, and audit services relative to certain of the
    Companys employee benefit plans. The audit-related fees
    for fiscal 2006 were primarily for professional services
    rendered relating to a review of a response to a SEC staff
    comment letter.(3)
    
    Tax fees for fiscal 2007 and 2006, respectively, were for
    services related to tax compliance (including reviewing tax
    returns) and tax advice. For fiscal 2007, fees for tax
    compliance totaled $233,940 and fees for tax advice totaled
    $111,100. For fiscal 2006, fees for tax compliance totaled
    $175,744 and fees for tax advice totaled $601,077.(4)
    
    There were no fees billed to the Company during fiscal 2007 or
    2006 for services other than those described above.   PART IV  Item 15.
    Exhibit
    and Financial Statement Schedules    Consolidated Statements of Operations  Fiscal Years
    Ended February 3, 2008, February 4, 2007 and
    January 29, 2006Consolidated Balance Sheets  February 3, 2008
    and February 4, 2007Consolidated Statements of Cash Flows  Fiscal Years
    Ended February 3, 2008, February 4, 2007 and
    January 29, 2006Consolidated Statements of Stockholders Equity 
    Fiscal Years Ended February 3, 2008, February 4, 2007
    and January 29, 2006Notes to Consolidated Financial Statements       Form 10-K/A
 40




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##### Table of Contents



SIGNATURES
  nd
    By:
    /s/  Lawrence
    N. Mondry   President and Chief Executive Officer
  By:
    /s/  James
    D. Constantine   Executive Vice President of Finance and
    Chief Financial Officer
 41




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##### Table of Contents



Exhibit Index
  ExhibitNumber

Description of Exhibits31
.01*

Certification by the Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.02*

Certification by the Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.01*

Certification of the Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     42