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 |
|
Option to Purchase Common Stock
| $
17.16
| 12/15/2008 | | A | |
25,000
| | | 12/15/2018 |
Common Stock
|
25,000
|
$
0
|
75,000
|
D
| |
SPECIAL POWER OF ATTORNEY
The undersigned, Jon C. Biro of Houston, Harris County, Texas, does hereby appoint, reserving
full power of substitution and revocation, , 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 undersigneds capacity as an
executive officer of Consolidated Graphics, Inc. (the Company), as applicable, Forms 3, 4,
and 5, 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-facts 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 undersigneds
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 undersigneds
holdings of and transactions in securities issued by the Company, unless earlier revoked by the
undersigned in accordance with the provisions contained herein.
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 undersigneds 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
undersigneds death shall not revoke or terminate this agency as to the attorney-in-fact or any
other person who without actual knowledge of the undersigneds 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-facts 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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