(9)	Merger Agreement

On July 25, 2013, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Mallard Parent, LLC, ("Parent") and M Acquisition Corporation, ("Merger Sub"), providing for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Acquisition Sub are beneficially owned by an affiliate of Argonne Capital Group, LLC (the "Sponsor"). The merger consideration was $14.00 per share in cash, without interest, and was to be supported through financing to be obtained by the Sponsor.

Under the Merger Agreement, each share of the Company's common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares, if any, owned by Parent, Merger Sub, the Company, or any other direct or indirect wholly owned subsidiary of Parent, Merger Sub, or the Company) would have been converted into the right to receive $14.00 per share in cash, without interest.

The Merger was subject to the approval by at least a majority of all outstanding shares of common stock. The Merger was also subject to various other customary conditions, including the absence of any governmental order prohibiting the consummation of the transaction contemplated by the Merger Agreement, the accuracy of the representations and warranties contained in the Merger Agreement, and compliance with the covenants and agreements in the Merger Agreement in all material respects.

The Company was subject to customary "non-solicitation" provisions that limit its ability to solicit, encourage, discuss or negotiate alternative acquisition proposals from third parties or to provide non-public information to third parties. These non-solicitation provisions were subject to a "fiduciary out" provision that allows the Company to provide non-public information and participate in discussions and negotiations with respect to certain unsolicited written acquisition proposals and to terminate the Merger Agreement and enter into an alternative acquisition agreement with respect to a superior proposal in compliance with the terms of the Merger Agreement, provided that the Company's Board of Directors has concluded that the failure to do so would be inconsistent with its fiduciary obligations under applicable law.

The Merger Agreement contained certain termination rights, including the Company's right to terminate the Merger Agreement to accept a superior proposal, and provided that, upon termination of the Merger Agreement by the Company under specified conditions, a termination fee would have been payable by the Company. In such circumstances, the Company would have been required to pay Sponsor $2.25 million.

Subject to approval by at least a majority of all outstanding shares of common stock, the proposed Merger was expected to close before the end of the 2013 calendar year.

On October 30, 2013, the Company held a special meeting of its stockholders to vote on the proposal to adopt the Merger Agreement. The proposal to adopt the Merger Agreement did not receive approval from more than a majority of the outstanding share of the Company's common stock, and therefore was not approved by the Company's Stockholders. As a result of the failure to receive such stockholder approval, on October 30, 2013, the Company delivered to parent and Merger Sub a written notice (the "Termination Notice") terminating the Merger Agreement in accordance with Section 7.2(b) of the Merger Agreement. As a result of the Termination Notice, the Merger Agreement was terminated and the merger contemplated was abandoned. Because the Termination Notice was delivered because of the failure of the Company's stockholders to approve the Merger Agreement, no termination fee was paid by either party.

Merger related costs for the thirty-nine weeks ended November 3, 2013, included in SG&A Expenses from Continuing Operations, were $2.3 million, and include special compensation fees paid to the Company's Board of Directors, in the amount of $0.3 million, for merger related activities.