Common use of DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Clause in Contracts

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. ‌ The information required by this Item with respect to directors and compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the information contained in the Proxy Statement relating to our 2001 Annual Meeting of Stockholders scheduled to be held on May 31, 2001, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended February 3, 2001. The following table sets forth information with respect to each of our current executive officers. Principal Occupation for Past Five Name, Age and Years; Present Position with the Company Business Experience --------------------------------- ---------------------------------- Xxxxxx Xxxxxxxx, 53 Director, Chairman of the Board of Directors and Chief Executive Xx. Xxxxxxxx has been our Chairman of Officer.............................. the Board and Chief Executive Officer since May 5, 1995 and his services are provided to us pursuant to a management agreement. Xx. Xxxxxxxx was the co-founder of our Apparel Division in 1981. He had been our Co-Chairman of the Board of Directors, President and Chief Executive Officer of the Company since June 1990 and became Chairman of the Board on June 1, 1993. Xx. Xxxxxxxx resigned all of his positions with us on October 31, 1993 and entered into a one-year consulting agreement with us. Xxxxxx Xxxxxx, 45 President-Operations................. Xx. Xxxxxx has been employed by us since January 1996 as Vice President of Operations and administration and became President of Operations on June 1, 1998. Prior to January 1996, Xx. Xxxxxx had a long tenure in the apparel business industry working as a Senior Executive for both Federated Department stores and Xxxxxx Xxxxxx Xxxx Broadway stores. Xxxxx Xxxxxxx, 52

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. ‌ The information required by this Item with respect to Information regarding directors and compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to Company appears below. Information regarding executive officers appears in Part I of this report, under the information contained in the Proxy Statement relating to our 2001 Annual Meeting of Stockholders scheduled to be held on May 31, 2001, which will be filed with the SEC no later than 120 days after the close heading "Executive Officers of the fiscal year ended February 3Registrant." Name Age Position ---- --- -------- Xxxxxxx X. Xxxxxxx, 2001Xx. The following table sets forth information with respect to each of our current executive officers. Principal Occupation for Past Five Name, Age and Years; Present Position with the Company Business Experience --------------------------------- ---------------------------------- Xxxxxx Xxxxxxxx, 53 Director, 67 Chairman of the Board of Directors and Xxxxxxx X. Xxxxxxx, Xx. 37 President, Chief Executive Xx. Xxxxxxxx has been our Chairman of Officer.............................. the Board , and Chief Executive Officer since May 5, 1995 and his services are provided to us pursuant to a management agreement. Xx. Xxxxxxxx was the co-founder of our Apparel Division in 1981. He had been our Co-Director Xxxxxxx X. Xxxxxxx 59 Director Xxxx X. Xxxxx 54 Vice Chairman of the Board of DirectorsDirectors Xxxxxx X. Xxxxx 58 Director Xxxxxx X. Xxxxxxxx 63 Director XXXXXXX X. XXXXXXX, XX. has been the Chairman of the Board of the Company since its formation in March 1991. Xx. Xxxxxxx is one of the founders of Stanwich Partners, Inc. ("Stanwich"), a Connecticut investment firm which acquires controlling interests in companies in conjunction with the existing operating management of such companies, and has been President, a director and a shareholder of that company since its formation in 1982. He is also President and director of Reunion Industries, Inc., a publicly held company which manufactures precision plastic products and provides engineered plastics services. Xx. Xxxxxxx also served as President and a director of CPS Holdings, Inc., the Company's former parent corporation, from August 1989 until its merger into the Company in December 1995. He currently is a director of XxXxxxx-Xxxxxxx, Inc., Chatwins Group, Inc., Texon Energy Corp., General Housewares Corp., NAB Asset Corporation (38% of whose outstanding shares of voting stock are held by the Company), Zydeco Exploration, Inc., Sanitas, Inc. and Audits and Surveys Worldwide, all of which are publicly-held corporations or are required to file periodic reports under Section 13 or 15(d) of the Securities Exchange Act of 1934. Xx. Xxxxxxx is the father of Xxxxxxx X. Xxxxxxx, Xx. XXXXXXX X. XXXXXXX, XX. has been the President and a director of the Company since its formation in March 1991. In January 1992, Xx. Xxxxxxx was appointed Chief Executive Officer of the Company. From March 1991 until December 1995 he served as Vice President and a director of CPS Holdings, Inc. From April 1989 to November 1990, he served as Chief Operating Officer of Xxxxxxx and Company, a private investment firm. From September 1987 to March 1989, Xx. Xxxxxxx, Jr. was an associate of The Xxxxxxx Group, a private investment banking firm. Xx. Xxxxxxx, Jr. is currently serving as a director of NAB Asset Corporation, Chatwins Group, Inc., Texon Energy Corporation, Xxxxxx Xxx Distributor, Inc., and CARS USA, Inc. Xxxxxxx X. Xxxxxxx, Xx. is his father. XXXXXXX X. XXXXXXX has been a director of the Company since its formation in March 1991. Since 1981, he has been the President of Monmouth Capital Corp., an investment firm which specializes in management buyouts. Xx. Xxxxxxx serves on the board of directors of Atlantic City Racing Association, a publicly-held corporation, which owns and operates a race track. XXXX X. XXXXX has been a director of the Company since November 1993 and its Vice Chairman since January 1996. He was a co-founder of Stanwich in 1982 and has been a director, vice president and shareholder of that company since its formation. Xx. Xxxxx is a director of Reunion Industries, Inc., Sanitas, Inc., Chatwins Group, Inc., and XxXxxxx-Xxxxxxx, Inc. Xx. Xxxxx served as a director and Vice President of CPS Holdings, Inc. from 1993 to 1995. XXXXXX X. XXXXX has been a director of the Company since April 1995. He has been the Chairman and Chief Executive Officer of Xxxxx Capital Management, Inc. since 1984. He is also a director of New York Bancorp, Arrhythmia Research Technology, Inc. and the National Football Foundation and Hall of Fame. Xx. Xxxxx also serves on the Board of Overseers of Rutgers University and was formerly a partner in Bear Xxxxxxx & Co. XXXXXX X. XXXXXXXX has been a director of the Company since June 1990 April 1995. He has been self-employed as an investor since 1988. His previous experience includes 33 years at Xxxxxxx Xxxxx & Co. in various capacities including heading Xxxxxxx Xxxxx'x investment banking, capital markets and became Chairman merchant banking activities. In addition, he served as Xxxxxxx Xxxxx & Co.'s Chief Financial Officer. He is also a director of Titanium Industries, Eonyx Corporation and Wyoming Properties. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE The Company's directors, certain officers, and persons holding more than ten percent of the Board on June 1Company's common stock are required to report, 1993within certain periods, their initial ownership of and any subsequent transactions in any of the Company's equity securities. Xx. Xxxxxxxx resigned Based solely upon reports furnished to the Company and written representations and information provided to the Company by the persons required to make such filings, all of his positions with us on such individuals have satisfied such filing requirements in full, except that Xxxxxx Xxxxx, a director, in October 31, 1993 and entered into a one-year consulting agreement with us. 1996 filed late two reports (each relating to one transaction); Xxxxxx Xxxxxx, 45 President-Operations................. Xxthen an officer and Xxxxxxx Xxxxxxx, an officer, each filed late one report (each report relating to one transaction); and Xxxx Xxxxxxxx and Xxxxx Xxxxx, officers, each filed late their initial reports. Xxxxxx All transactions and holdings of which the Company has knowledge have now been employed by us since January 1996 as Vice President of Operations and administration and became President of Operations on June 1reported. ITEM 11. EXECUTIVE COMPENSATION‌ The following table sets forth all cash compensation earned during (i) the fiscal year ended December 31, 1998. Prior to January 1996, Xx(ii) the nine-month period ended December 31, 1995, and (iii) the fiscal year ended March 30, 1995, by the Company's Chief Executive Officer and by its four most highly compensated other executive officers (the "named executive officers") who were serving as executive officers at December 31, 1996. Xxxxxx had a long tenure Information is presented for those specified periods, rather than for three full years, because the Company in 1995 changed the apparel business industry working as a end of its fiscal year from March 31 to December 31. SUMMARY COMPENSATION TABLE Compensation for Long Term period shown Compensation Awards - --------------------------------------------------------------------------------------------------------- Name and Principal Position Period Ended Salary Bonus(1) Options/SARs(2) - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXXXX, XX. December 1996 381,250 72,500 200,000 Chief Executive Officer December 1995 237,500 217,500 8,400 March 1995 250,000 225,000 150,000 - --------------------------------------------------------------------------------------------------------- XXXXXXXX X. XXXXXXXX December 1996 117,039 12,500 12,600 Senior Executive for both Federated Department stores and Xxxxxx Xxxxxx Xxxx Broadway storesVice President, Asset Recovery December 1995 80,372 33,750 0 March 1995 99,226 46,636 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXXXXX, XX. Xxxxx XxxxxxxDecember 1996 117,039 13,500 5,000 Senior Vice President, 52Systems December 1995 80,372 33,750 7,600 March 1995 99,226 49,612 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXX December 1996 154,938 16,250 5,000 Senior Vice President, Finance December 1995 91,903 48,750 7,600 March 1995 104,834 52,416 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXX X. XXXXXX December 1996 124,500 15,000 75,000 Senior Vice President, Marketing December 1995 81,000 41,250 47,600 March 1995 51,080 10,000 50,000 - ---------------------------------------------------------------------------------------------------------

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. ‌ The information required by this Item with respect to directors and compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the information contained in the Proxy Statement relating to our 2001 Annual Meeting of Stockholders scheduled to be held on May 31, 2001, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended February 3, 2001. INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information with respect to each the current directors and executive officers of our current executive officers. Principal Occupation for Past Five Name, Age and Years; Present Position with the Company Business Experience --------------------------------- ---------------------------------- Xxxxxx Xxxxxxxxas of April 24, 53 Director1998: AGE AT YEAR FIRST APRIL 24, Chairman of the Board of Directors and ELECTED OR APPOINTED NAME 1998 DIRECTOR/OFFICER PRINCIPAL OCCUPATION ---- ---- ---------------- -------------------- Xxxxxxx X. Xxxxx 45 1997 Chief Executive Xx. Xxxxxxxx has been our Chairman Officer; President; Director Xxxxxx X. Xxxx 34 1998 Chief Financial Officer Xxxxxx X. Xxxxxx 42 1998 Chief Operating Officer of Officer.............................. the Board and Chief Executive Officer since May 5Only Deals, 1995 and his services are provided to us pursuant to a management agreement. Xx. Xxxxxxxx was the co-founder of our Apparel Division in 1981. He had been our Co-Chairman of the Board of Directors, President and Inc.; Director Xxxx Xxxx 30 1997 Director Xxxxxx Xxxx 38 1997 Director Xxxx Xxxxxx 51 1997 Director XXXXXXX X. XXXXX Xxxxxxx X. Xxxxx became Chief Executive Officer of the Company since June 1990 in January 1998 and became Chairman the President of the Board on June 1, 1993Company in August 1997; he has served as a director of the Company since August 1997. Xx. Xxxxxxxx resigned all of his positions with us on October 31Xxxxx joined the Company in September 1996, 1993 and entered into a one-year consulting agreement with us. Xxxxxx Xxxxxx, 45 President-Operations................. Xx. Xxxxxx has been employed by us since January 1996 as Executive Vice President of Operations and administration General Merchandising Manager and became President of Only Deals, Inc. ("Only Deals"), a wholly owned subsidiary of the Company, in October 1996. From 1992 to September 1996, Xx. Xxxxx was Director of Retail Merchandising and Retail Operations on June 1for Holiday Companies, a large grocery, wholesale and gasoline company based in Bloomington, Minnesota. Xx. Xxxxx is also a director of Odd's-N-End's, Inc. ("Odd's-N-End's") which is 40.5% owned by the Company and its President as of January 1998. Prior XXXXXX X. XXXX Xxxxxx X. Xxxx became Chief Financial Officer of the Company in January 1998. Xx. Xxxx joined the Company in January 1996 as Corporate Controller. Xx. Xxxx also became the Chief Financial Officer of both Odd's-N-End's and Only Deals in January 1998. From January 1994 to January 1996, Xx. Xxxxxx had Xxxx was Manager of Financial Reporting for Damark International, a long tenure in the apparel business industry working mail order retailer. From September 1986 to January 1994, Xx. Xxxx was employed by Touche Xxxx/Deloitte & Touche, an international accounting firm, where he served as a Senior Executive for both Federated Department stores and Xxxxxx Xxxxxx Xxxx Broadway stores. Xxxxx Xxxxxxx, 52Audit Manager from September 1991.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. ‌ The information required by this Item with respect to directors and compliance with Section 16(a) of the Exchange Act that is not set forth below is incorporated herein by reference to the information contained in the our Proxy Statement relating to our 2001 for the 2000 Annual Meeting of Stockholders scheduled Stockholders. Information regarding our executive officers is set forth below. Except for Xx. Xxxxxx, our executive officers were appointed to be held on May 31their position shortly after our formation in July 1999, 2001and became employees of Charter Communications, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended February 3, 2001. The following table sets forth information with respect to each Inc. upon completion of our current executive officersinitial public offering. Principal Occupation for Past Five NamePrior to that time, Age and Years; Present Position with the Company Business Experience --------------------------------- ---------------------------------- Xxxxxx Xxxxxxxxthey were employees of Charter Investment, 53 Director, Chairman of the Board of Directors and Chief Executive Xx. Xxxxxxxx has been our Chairman of Officer.............................. the Board and Chief Executive Officer since May 5, 1995 and his services are provided to us pursuant to a management agreement. Xx. Xxxxxxxx was the co-founder Inc. All of our Apparel Division executive officers simultaneously serve in 1981. He had been our Co-Chairman of the Board of Directorssame capacity with Charter Investment, Inc. XXXXXX X. XXXX, 00, President and Chief Executive Officer Officer. Xx. Xxxx co-founded Charter Investments, Inc., in 1993, Xx. Xxxx was executive vice president and chief financial officer of Cencom Cable Associates, Inc. where he previously held other executive positions. Earlier he was with Xxxxxx Xxxxxxxx LLP, where he attained the Company since June 1990 position of tax manager. Xx. Xxxx, a certified public accountant, received a bachelors degree and became Chairman a M.A. from Washington University. XXXXX X. XXXXXXX, 41, Senior Vice President of Operations -- Western Division. Prior to joining Charter Investment, Inc. in 1995, Xx. Xxxxxxx held various senior marketing and operating roles during nine years at Comcast Cable Communications, Inc. He received a B.A. from California State University, Fullerton, and an M.B.A. from National University. XXXX XXX XXXXX, 44, Senior Vice President -- Marketing and Programming. Prior to joining Charter Investment, Inc. in 1995, Xx. Xxxxx was active in the Board on June 1emerging business sector and formed Blake Investments, Inc. in 1993. She has 18 years of experience with senior management responsibilities in marketing, sales, finance, systems, and general management. Xx. Xxxxx received a B.S. from the University of Minnesota and an M.B.A. from the Harvard Business School. XXXX X. XXXXXXXXXX, 47, Senior Vice President -- Administration. From 1986 until joining Charter Investment, Inc. in 1998, Xx. Xxxxxxxxxx served in various executive management positions at Edison Brothers Stores, Inc. Earlier he held management and executive positions at Xxxxxxxxxx Xxxx. Xx. Xxxxxxxxxx holds bachelor's degrees from the University of Iowa and a master's degree from Northwestern University's Xxxxxxx Graduate School of Management. XXXXXX X. XXXXXXX, 50, Senior Vice President -- Advanced Technology Development. Xx. Xxxxxxx joined Charter Investment, Inc. in 1994. Previously he served as a vice president of Cable Television Laboratories and as a regional director of engineering for Continental Cablevision. He is a graduate of Ranken Technical Institute and of Southern Illinois University. XXXX X. XXXXXXXX, 40, Senior Vice President and Chief Financial Officer. Prior to joining Charter Investment, Inc. in 1995, Xx. Xxxxxxxx was employed for 13 years by Xxxxxx Xxxxxxxx LLP, where he attained the position of senior tax manager. He has extensive experience in cable, real estate, and international tax issues. Xx. Xxxxxxxx resigned all of his positions with us on October 31has a B.S. from Illinois Wesleyan University and is a certified public accountant. XXXXX X. XXXXX, 1993 and entered into a one-year consulting agreement with us43, Senior Vice President -- Treasurer. Xxxxxx XxxxxxPrior to joining Charter Investment, 45 President-Operations................. Inc. in 1993, Xx. Xxxxxx has been employed by us since January 1996 as Xxxxx was controller and then treasurer of Cencom Cable Associates. He left Charter in 1994, to become chief financial officer of CableMaxx, Inc., and returned in 1996. Xx. Xxxxx received his bachelor's degree in accounting from the University of Missouri -- Columbia and his M.B.A. from Saint Louis University. XXXXX X. XXXXXX, 44, Senior Vice President of Operations and administration and became President of Operations on June 1, 1998-- Eastern Division. Prior to January 1996joining Charter Investment, Inc. in 1995, Xx. XxXxxx was associated with Crown Cable and its predecessor company, Cencom Cable Associates, Inc., from 1983 to 1994. Xx. XxXxxx has served as a director of the South Carolina Cable Television Association for the past ten years and is a member of the Southern Cable Association's Tower Club. 62 63 XXXX X. XXXXXX, 50, Senior Vice President -- Engineering. Prior to joining Charter Investment, Inc. in 1998, Xx. Xxxxxx had was with Marcus Cable for 8 years, most recently serving as senior vice president and chief technical officer. Earlier he was in operations with Xxxx Xxxx Communications and Minnesota Utility Contracting. Xx. Xxxxxx attended the University of Wisconsin-Oshkosh. XXXXXXX X. XXXXXX, 41, Senior Vice President and Chief Information Officer. Prior to joining Charter Communications, Inc. in 1999, Xx. Xxxxxx was director, applied technologies of Xxx Communications for four years. Prior to that, he held technical and management positions during four years at Southwestern Xxxx and its subsidiaries. Xx. Xxxxxx attended Fort Xxxx State University. XXXXXX X. XXXXXX, 47, Executive Vice President, Assistant to the President. Prior to joining Charter Investment, Inc. in 1998, Xx. Xxxxxx was managing partner of the St. Louis office of Ernst & Young LLP, where he was a long tenure partner for 14 of 24 years. He served as one of 10 members of the firm's National Tax Committee. Xx. Xxxxxx earned a B.S. degree from Saint Louis University. XXXXXX X. XXXX, 51, Senior Vice President, General Counsel and Secretary. Prior to joining Charter Investment, Inc. in the apparel business industry working 1997, Xx. Xxxx served as corporate counsel to NYNEX since 1988. He has over 25 years of experience as a corporate lawyer, specializing in mergers and acquisitions, joint ventures, public offerings, financings, and federal securities and antitrust law. Xx. Xxxx received a B.A. from Trinity College and a X.X. from Columbia University School of Law. XXXXXXX X. XXXXX, 40, Senior Executive for both Federated Department stores Vice President -- Corporate Development and Xxxxxx Xxxxxx Xxxx Broadway storesTechnology. From 1983 until joining Charter Investment, Inc. in 1995, Xx. Xxxxx Xxxxxxxserved in various management positions at U.S. Computer Services, 52Inc. He is a member of the board of directors of High Speed Access Corp.