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Exhibit 10.47
 
 M E M O R A N D U M
 TO:
    
    All G & A Incentive Plan ParticipantsFROM:
    
    Larry MondryDATE:
    
    March , 2008SUBJECT:
    
    2008 GENERAL AND ADMINISTRATIVE STAFF INCENTIVE PLAN
   
    
    hold a bonus eligible position on the 1st day of the quarter;
and
    
    not change to a non-bonus eligible position at any time during the quarter;
and
    
    be continuously employed by the Company until at least the day the bonus is
paid; provided, however, that a pro rata bonus will be paid if you are
involuntarily terminated not for Cause, prior thereto.




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2008 GENERAL AND ADMINISTRATIVE
STAFF INCENTIVE PLAN
 1.0 PURPOSE
  2.0 OVERVIEW AND ELIGIBILITY
   
    
    be actively employed in a position identified in Appendix A (Bonus Eligible
Positions) on the 1st day of the quarter (Eligibility Date)
during fiscal 2008; and
    
    not change to a non-bonus Eligible Position at any time during the quarter
except for certain transfers to and from positions eligible for the Store
Operations or similar Bonus Programs; and
    
    be continuously employed by the Company in any position until at least the
day the bonus is paid; provided, however, that if an associate is involuntarily
terminated without Cause (as defined below) prior to such payout date, he will
be eligible for a pro rata bonus (on the date bonuses are otherwise paid) equal
to the normal quarterly (or other applicable period) bonus multiplied by a
fraction, the numerator of which is the number of days the associate was
employed during the quarter (or other applicable period), and the denominator
of which is the total number of days in such calendar quarter (or other
applicable period). The pro rata bonuses will be based on the actual Company
Performance for such bonus period and a deemed Individual Performance at Level
II. This pro rata provision does not apply to Senior Officers following a
Change in Control; instead, the terms of the Severance and Retention Agreements
shall apply.
   1




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3.0 POSITION LEVEL
  4.0 BONUS CALCULATION
  4.01 PERFORMANCE GOALS
 Individual Performance Goals:
 Performance Assessment
    
    Incentive Award Individual PerformanceLevel
    
    Achievement Level Distinguished- Consistently exceeds
job requirements. Performance is
recognized as clearly exceptional.
    
    Level IIIRating of 9 or 10 out of 10 Superior- Above average performance
with minimal supervision or guidance.
    
    Level IIRating of 7 or 8 out of 10 Meets Requirements- Satisfactory
performance with some supervision and
guidance needed.
    
    Level IRating of 5 or 6 out of 10
  2




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Company Performance Goal:
   4.03 SALARY
  4.04 BONUS CALCULATION  EXAMPLE
  5.0 ADMINISTRATION
  6.0 NO EMPLOYMENT RIGHTS
  6.01 UNFUNDED PROGRAM
  3




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6.02 RIGHT TO AMEND
        4




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6.03 CONFIDENTIALITY
  6.04 TERMINATION AND RE-EMPLOYMENT DURING FISCAL YEAR
  6.05 TRANSFERS TO AND FROM NON-BONUS ELIGIBLE POSITIONS, LEAVES OF ABSENCE, AND
RELATED MATTERS DURING A QUARTER
 th th
   6.06 DISQUALIFICATION FOR VIOLATION OF COMPANY POLICY
  5




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6.07 TAX GUIDELINES
  6