TRIAN FUND MANAGEMENT, L.P.
280 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10017
||trian fund management, l.p. ("trian management") serves as the management company for trian spv (sub) x, l.p. ("trian spv x") and as such determines the investment and voting decisions of trian spv x with respect to the shares of the issuer held by trian spv x. mr. garden is a member of trian fund management gp, llc, which is the general partner of trian management, and therefore is in a position to determine the investment and voting decisions made by and on behalf of trian spv x. accordingly, mr. garden and trian management may be deemed to indirectly beneficially own (as that term is defined in rule 13d-3 under the securities exchange act of 1934) the shares beneficially owned by trian spv x.
||(fn 1, contd.) the reporting persons disclaim beneficial ownership of such shares except to the extent of its respective pecuniary interests therein and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of section 16 or for any other purpose. mr. garden is a director of the issuer.
||acquired at a price of $13.40 per unit pursuant to the terms of the 2007 long-term incentive plan. payable beginning one year after termination of service as a director.
||each unit of phantom stock is the economic equivalent of one share of common stock.
||payable beginning one year after termination of service as a director.