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granting awards under the plan. In addition, if any shares covered by an award or to which an awardrelates are not purchased or are forfeited, or if an award otherwise terminates without delivery of anyshares, then the number of shares counted against the aggregate number of shares available under theplan to the extent of any such forfeiture or termination will again be available for granting awardsunder the plan.In the event of certain types of corporate transactions or restructurings, such as stock splits,mergers, consolidations, separations, spin-offs, liquidations, reorganizations or other distributions ofstock or property of our company, including an extraordinary stock or cash dividend, the Committeeor our Board may make adjustments to the aggregate number and kind of shares reserved for issuanceunder the plan, in the maximum share limitations upon stock options, stock appreciation rights andother awards to be granted to any individual, in the number, kind and exercise price of outstandingstock options and stock appreciation rights, in the number and kind of shares subject to otheroutstanding awards granted under the plan and any other equitable substitutions or adjustments thatthe Committee or Board determines to be appropriate. However, under the amended and restated plan,any adjustments made to an award that is considered to be deferred compensation under Section 409Aof the Internal Revenue Code must comply with Section 409A.Stock OptionsThe Committee may grant stock options to eligible individuals. Only non-qualified stock optionsare permitted to be granted under the plan. The exercise price per share purchasable under a stockoption will be determined by the Committee, but, under the amended and restated plan, the exerciseprice of a stock option cannot be less than 100% of the fair market value of a share of our commonstock on the date of grant of the option. The term of each stock option will be fixed by the Committeeat the time of grant, but in no event may it be more than ten years from the grant date. TheCommittee will determine the time or times at which a stock option may be exercised in whole or inpart and the method or methods by which, and the form or forms in which, payment of the exerciseprice may be made.Stock Appreciation RightsThe Committee may grant stock appreciation rights to eligible individuals. Each stock appreciationright will confer on the holder upon exercise the right to receive, as determined by the Committee,cash or a number of shares equal to the excess of (a) the fair market value of one share of ourcommon stock on the date of exercise (or, if the Committee determines, at any time during a specifiedperiod before or after the date of exercise) over (b) the grant price of the stock appreciation right asdetermined by the Committee. Under the amended and restated plan, the grant price will not be lessthan 100% of the fair market value of one share on the date of grant of the stock appreciation right.Subject to the terms of the incentive plan, the grant price, term, methods of exercise, dates of exercise,methods of settlement and any other terms and conditions (including conditions or restrictions on theexercise thereof) of any stock appreciation right will be as determined by the Committee, but in noevent may the term of a stock appreciation right be longer than ten years.Restricted Stock and Restricted Stock UnitsShares of restricted stock and restricted stock units (RSUs) will be subject to restrictions as theCommittee may impose, which may lapse separately or in combination at such time or times, ininstallments or otherwise as the Committee may deem appropriate. The grant or vesting of restrictedstock and RSUs may be performance-based, time-based or both. Restricted stock and RSUs may be‘‘qualified performance-based awards,’’ in which event the grant or vesting of such restricted stock orRSUs will be conditioned upon the attainment of performance goals. Except as otherwise determinedby the Committee, upon a participant’s termination of employment (as determined under criteriaestablished by the Committee) during the restriction period, all shares of restricted stock and RSUssubject to restriction will be forfeited and reacquired by the company, except that the Committee may26
waive in whole or in part any or all remaining restrictions with respect to shares of restricted stock orRSUs.If the grant is intended to be a ‘‘qualified performance-based award,’’ the applicable performancegoals must be based on the attainment of specified levels of one or more of the following measures:revenue growth; earnings before interest, taxes, depreciation, and amortization; earnings before interestand taxes; operating income; pre- or after-tax income; earnings per share; cash flow; cash flow pershare; return on equity; return on tangible equity; return on invested capital; return on assets;economic value added (or an equivalent metric); share price performance; total shareholder return;improvement in or attainment of expense levels; or improvement in or attainment of working capitallevels. These goals are established by the Committee and may be established on a company-wide basisor with respect to one or more business units, divisions or subsidiaries and can be on an absolute orrelative basis. A ‘‘qualified performance-based award’’ is a grant of restricted stock or RSUs designatedas such by the Committee at the time of grant based upon a determination that (a) the recipient is ormay be a ‘‘covered employee’’ within the meaning of Section 162(m) of the Internal Revenue Code inthe year in which we would expect to be able to claim a tax deduction with respect to such award and(b) the Committee wishes such grant to qualify for the exemption from the limitation on deductibilityof compensation with respect to any covered employee imposed by Section 162(m) of the InternalRevenue Code.The provisions of restricted stock and RSUs, including any applicable performance goals, need notbe the same with respect to each participant. During the restriction period, the Committee may requirethat any stock certificates evidencing restricted shares be held by us. With respect to restricted stockawards, other than restrictions on transfer and any other restrictions the Committee may impose, theparticipant will have all the rights of a shareholder holding the class or series of stock that is thesubject of the award.Performance AwardsThe Committee may grant performance awards to eligible individuals. A performance award maybe denominated or payable in cash, shares, other securities, other awards or other property and willprovide the holder with the right to receive payments, in whole or in part, upon the achievement ofspecified performance goals. Subject to the terms of the plan, the performance goals to be achieved, thelength of any performance period, the amount of any performance award granted, the amount of anypayment or transfer to be made pursuant to any performance award and any other terms andconditions of any performance award will be determined by the Committee. The Committee may,prior to or at the time of the grant, designate performance awards as ‘‘qualified performance-basedawards,’’ in which event it will condition the settlement of the awards upon the attainment of one ormore of the performance goals described above under ‘‘— Restricted Stock and Restricted StockUnits.’’ Performance awards denominated in cash that are payable to any individual participant withrespect to any calendar year are limited to a maximum of $7.5 million.Other Stock-Based AwardsOther awards of common stock and other awards that are valued by reference to, or otherwisebased upon, common stock, including without limitation dividend equivalents and convertibledebentures, may also be granted under our incentive plan, either alone or in conjunction with otherawards.Transferability of AwardsAwards are non-transferable other than by will or the laws of descent and distribution. However,in the discretion of the Committee, non-qualified stock options may be transferred to members of theholder’s immediate family, directly or indirectly or by means of a trust, partnership or otherwise. Stockoptions and stock appreciation rights may be exercised only by the initial holder, a permittedtransferee or a guardian, legal representative or beneficiary.27
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Page 3 and 4: PROXY STATEMENTTABLE OF CONTENTSQUE
Page 5 and 6: PROXY STATEMENT2006 ANNUAL MEETING
Page 7 and 8: What does it mean if I receive more
Page 9 and 10: espect to which you abstained from
Page 11 and 12: CLASS I DIRECTORS — TERMS ENDING
Page 13 and 14: ) Has authority to call meetings of
Page 15 and 16: shareholder meetings must timely pr
Page 17 and 18: (3)(4)Each non-employee director ex
Page 19 and 20: Annual Incentive CompensationThe an
Page 21 and 22: strategic initiatives. His annual i
Page 23 and 24: (6)respectively; for Mr. Peterson,
Page 25 and 26: compensation program. The cash awar
Page 27 and 28: STOCK PERFORMANCE GRAPHThe followin
Page 29: The Board of Directors recommends t
Page 33 and 34: obligations under the plan are cond
Page 35 and 36: Beneficial Ownership of Directors,
Page 37 and 38: (2)(3)This information is based on
Page 39 and 40: Auditor FeesErnst & Young LLP serve
Page 41 and 42: ‘‘If you believe that one-year
Page 43 and 44: APPENDIX AI. PurposePIPER JAFFRAY C
Page 45 and 46: under ‘‘Management’s Discussi
Page 47 and 48: APPENDIX BSECTION 1. PurposePIPER J
Page 49 and 50: (z) ‘‘Rule 16b-3’’ means Ru
Page 51 and 52: shares subject to outstanding Stock
Page 53 and 54: (d) Performance Awards. The Committ
Page 55 and 56: (iii) All Performance Awards shall
Page 57 and 58: SECTION 10. General Provisions(a) N
Page 59 and 60: SECTION 11. Effective Date of PlanU

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