Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
1. Title of Derivative Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) | 6. Date Exercisable and Expiration Date
(Month/Day/Year) | 7. Title and Amount of Underlying Securities
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) | 11. Nature of Indirect Beneficial Ownership
(Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
SPECIAL POWER OF ATTORNEY
The undersigned,
Brady Carruth of Houston, Harris County, Texas, does hereby appoint, reserving
full power of substitution and revocation, Jon C. Biro, of Houston, Harris
County, Texas, and Michelle Holloway, of Crosby, Harris County, Texas to act
jointly or severally at their discretion, as his true and lawful
attorney-in-fact, upon the following terms and conditions:
1. Special
Powers. The attorney-in-fact may act in the name, place and stead of the
undersigned, and on behalf of the undersigned do and execute all or any of the
following acts, deeds, and things, to-wit:
(a) Execute for and on behalf of the undersigned, in the
undersigned’s capacity as an executive officer and/or director of
Consolidated Graphics, Inc. (the “Company”), as applicable,
Forms 3, 4, and 5, as applicable, in accordance with Section 16 of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules thereunder.
(b) Do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4, or 5, complete and execute any amendment or amendments
thereto, and file such form and any amendments with the United States
Securities and Exchange Commission and any stock exchange, association or
similar authority.
(c) Take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Special Power of
Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact’s discretion.
(d) The undersigned hereby grants to such attorney-in-fact
full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, hereby ratifying and
confirming all that such attorney-in-fact shall lawfully do or cause to be done
by virtue of this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorney-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming, nor is the
Company assuming, any of the undersigned’s responsibilities to comply
with Section 16 of the Exchange Act, or any other provision of the federal
or state securities laws, rules and regulations.
2. Effective Period. This Special Power of
Attorney, and the powers expressed herein, shall be effective from May 22,
2008, and shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, and 5 with respect to the
undersigned’s holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in accordance with the
provisions contained herein.
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3. Construction. This instrument is a special power
of attorney, granting to the attorney-in-fact only the specific powers
expressed herein.
4. Revocation. This Special Power of Attorney may
be voluntarily revoked by the undersigned only by written revocation entered of
record in the office of the County Clerk of Harris County, Texas. The
undersigned agrees that any third party who receives a copy of this power of
attorney may act under it. Revocation of this power of attorney is not
effective as to a third party until the third party receives actual notice of
the revocation. The undersigned agrees to indemnify the third party for any
claims that arise against the third party because of reliance on this power of
attorney.
5. Disability of Principal. This Special Power of
Attorney shall not terminate upon the undersigned’s disability or
incompetency.
6. Bond. The attorney-in-fact shall not be
obligated to furnish bond or other security.
7. Reliance. This Special Power of Attorney shall
be conclusive proof that the rights, power, and authority granted to the
attorney-in-fact are in full force and effect and may be relied upon by any
person who acts in good faith under this power of attorney. The
undersigned’s death shall not revoke or terminate this agency as to the
attorney-in-fact or any other person who without actual knowledge of the
undersigned’s death acts in good faith under this power of attorney. An
affidavit executed by the attorney-in-fact, stating that he did not have at the
time of doing an act pursuant to this power of attorney actual knowledge of the
revocation or termination of this power of attorney, is in the absence of
fraud, conclusive proof of the validity of the attorney-in-fact’s act.
8. Incapacity of Attorney-in-Fact. In the event any
attorney-in-fact serving becomes unable to discharge his fiduciary duties
hereunder by reason of accident, physical or mental deterioration, or other
similar cause as certified by two independent, licensed physicians, each
affirming that he has examined the attorney-in-fact and that he has concluded
based on his examination that the attorney-in-fact is unable to discharge his
duties hereunder, that attorney-in-fact shall thereupon cease to be the
attorney-in-fact as if he had resigned on the date of that certification.
9. Governing Law. This power of attorney shall be
governed by the laws of the State of Texas in all respects. Should any
provision hereof be held invalid, that invalidity shall not affect the other
provisions which shall remain in full force and effect.
10. Copies. This instrument may be filed of record
in those counties within and without the State of Texas as deemed appropriate
by the attorney-in-fact, and copies of this instrument certified as
“true” copies by the County Clerk of any county in which this
instrument is filed shall be treated as original copies for all purposes.
11. Captions. The captions used in this instrument
have been inserted for administrative convenience only and do not constitute
matters to be construed in interpreting this power of attorney.
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