Board Justification

N/A

Board Justification

Pursuant to our XPS Plan we pay monthly cash incentives to our named executive officers based upon our pre-tax income during the fiscal year. Cash incentives are generally paid in the month following the actual month earned; therefore, the table reflects only the incentives earned for each of the 12 months of 2007, regardless of when the incentive payment was actually made.

Board Justification

Personal Use of Corporate Aircraft ($134,491), Life Insurance Premiums ($6,180), Group Health Premiums ($1,976), Personal Use of Corporate Automobile ($4,508), Company Contributions to the 401(k) Plan ($5,926), Club Memberships ($1,690), Special Bonus ($51,000)

Board Justification

Both Earl E. Congdon and John R. Congdon have attained the age of 65 while employed with the Company and therefore, under the plan, have fully vested in all phantom shares awarded.