Sales Company

JAMES J. SGAMBELLONE

***** *** ***

GRANTS PASS, OR 97527

HOME: 541-***-****

CELL: 330-***-****

EMAIL: ********@*****.***

PROFESSIONAL EXPERIENCE

*/**** - *******

Neil House Brewery, LLC (Reynoldsburg, Ohio)

Brewer of fine hand-crafted ales and hard cider with both wholesale

sales through a distributor and retail sales through home brew supply

retail location.

Member/Partner - Management Committee

Tax Matters Member (Partner)

Responsible for all legal, accounting, financing and tax matters

for start-up brewery (Taxed as a partnership).

3/1/2006 - 4/9/2010

Harry and David Operations, Inc. (Medford, Oregon)

$500 million manufacturer, farmer, direct marketer(catalogue and

internet), retailer and wholesaler of premium America and Japan fruit

and confectionary gifts with operations in 35 states and sales

throughout North.

Sr. Vice President, Treasury & Tax: 9/07 - 4/10

In addition to the responsibility as noted below, my

responsibilities were expanded to include Treasury Operations

and Credit. Responsible for all investing, seasonal borrowing,

daily cash management, monitoring debt covenants, providing

financial and business change reports to banks, cash reporting

to CFO and Board of Directors, credit and accounts receivable.

Also, partner with VP - Controller with respect to AP

management, and partner with SVP - Finance with respect to cash

forecasting. Report to the CFO. Manage staff of 10 Tax, 12

Treasury and 3 Credit with four direct reports.

Sr. Vice President, Tax: 3/06 - 9/07

Responsible for all matters relating to taxation of the Company,

including: Tax Research and Planning; Federal, State and Local

Tax Compliance (Income/Franchise, Property, Sales and Use, and

Business Licenses); Foreign royalties; Tax Audits and

Litigation; Tax related financial disclosures, including:

Sarbanes/Oxley compliance; Effective Tax Rate; Deferred Taxes

(FAS 109); FIN 48; Cash Flow Estimates; and SEC financial

reporting. Specifically responsible for bringing the Company's

tax function up to the level of an independent public reporting

company after purchase in 6/04 by a private equity firm from a

large Japanese conglomerate (previous material weakness in tax).

Established in-house income tax staff and enhanced local tax

staff. Manage department of 10 - 12 with three direct reports.

Considerable time spent aiding and advising finance, accounting

and legal with respect to special projects and outside auditor

concerns. Member of the SEC disclosure committee and the

Pension Administration committee working closely with SVP -

General Counsel, SVP - Finance, VP- Corporate Compliance

(Internal Audit) and VP - Controller. Reported to Chief

Financial Officer.

1/28/1985 - 2/24/2006

The Sherwin-Williams Company (Cleveland, Ohio)

$7 +Billion manufacturer, retailer (3,500+ Company owned stores

throughout the U.S.) and wholesaler of architectural, automotive and

other paints and coatings with operations throughout the world,

including manufacturing operations in United States, Canada, Mexico,

Brazil, Argentina, Chile, England, Ireland, Italy, and France.

Vice President - Tax and Assistant Secretary: 3/96 - 2/06

Assistant Secretary and Corporate Director of Taxes: 7/91 - 3/96

Responsible for all matters relating to taxation of the Company,

including: Tax Research and Planning; Federal, State and Local

Tax Compliance (Income/Franchise, Property, Payroll/1099, Sales

and Use, Escheat, and Business Licenses); International

Taxation; Acquisitions and Divestitures; Employee Benefits; Tax

Audits and Litigation; Tax related financial disclosures,

including: Sarbanes/Oxley compliance; Effective Tax Rate;

Deferred Taxes (FAS 109); Cash Flow Estimates; SEC financial

reporting as related to taxes; and Tax motivated investment in

real estate partnerships involving historic credit investments,

including preservation easements; Member of the Pension

Administration Committee which is responsible for the structure

and administration of various benefit plans. Managed department

of 26 with four direct reports. Member of the Company's

Acquisition Team. Reported to the Chief Financial Officer.

Senior Corporate Counsel - General: 12/89 - 7/91

Responsible for all legal matters effecting the Company other than Patent,

Trademark and litigation management, including: Acquisitions and

Divestitures; SEC Reporting; Contracts; Employee Benefits;

International Law. Managed staff of 12 (7 attorneys). Reported

to the General Counsel, Chief Legal Officer.

Corporate Counsel - General: 10/87 - 12/89

Responsible for all legal matters involving SEC, Employee

Benefits, Immigration and Bankruptcy. Also responsible for

contract review and negotiation for four divisions of the

Company. Responsible for negotiating and drafting documents

with respect to Acquisitions and Divestitures as assigned.

Supervisory responsibility for staff of 3, reporting to Senior

Corporate Counsel.

Attorney - General: 12/86 - 10/87

Worked as attorney in the general corporate area with various

responsibilities as described above except for supervisor

responsibility.

Tax Analyst: 1/85 - 12/86

Tax research and planning analyst involved in generating tax

savings, and review and drafting of various documents involved

with Employee Benefits, and Acquisitions and Divestitures.

EDUCATION

University of Florida; L.L.M in Taxation - 1984

University of Akron; J.D (cum laude) - 1983

Ohio State University; B.A. (Political Science) - 1980

PROFESSIONAL QUALIFICATIONS AND ASSOCIATION

Tax Executives Institute

Council on State Taxation

Attorney admitted to practice in Ohio and Federal Court

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4 ADDENDUM

5 James Sgambellone

Representative Projects and Accomplishments

Harry and David Operations Corp.

Leadership Accomplishments

. Established and developed in-house income tax function, hiring staff

of 4 for all income staff compliance, audits, and financial disclosure

reporting including FAS 109, FIN 48 and SOX, completely eliminating

outside income tax compliance and reporting firm within six months and

removing any question of deficiency in the tax function (previous year

noted to have a material weakness in tax).

. Led combined Treasury/Tax departments with 4 direct reports and 21

other staff members.

. Member of the Pension Administration Committee and the SEC Disclosure

Committee.

. Established good working relationships both inside and outside the

Company, providing for a more efficient flow of review and comment

with the outside auditors, as well as increasing productivity and

accuracy through better communication between tax, accounting,

treasury and finance.

. Worked extensively with Operations management to improve cash tracking

and forecasting as well as better tax reporting.

. Developed Treasury management at the Directory level, training and

mentoring chosen individual to assume greater role in the management

and development of the Treasury function.

. Enhanced the professional and efficiency levels of the sales and use

tax reporting function through staff changes and review of procedures.

Technical Accomplishments

. Implemented Tax Stream software for provision automation,

substantially increasing productivity and accuracy, and implemented

Cross Borders transfer pricing software for inter-state tax compliance

and savings

. Implemented new provision worksheet model and developed 123R tracking

and calculation worksheet, and implemented SOX and FIN 48 compliance.

. Worked extensively on sale of Jackson & Perkins, recommending a

Section 338(h)(10) election allowing the utilization of $2,500,000+

tax benefit from NOL's that would otherwise have been lost.

. Amended Company's prior income tax return, resulting in additional

$200,000+ due to Company from seller in accordance with the Stock

Purchase Agreement

. Revised cash management worksheets and cash forecasting to provide

more accurate short-term cash forecasting and reporting to the CEO,

CFO and Board of Directors.

. Worked with CFO and Board of Directors with respect to quarterly SEC

reporting

. Brought Tax, Treasury and Payroll functions in line with SOX

requirements.

. Developed various spreadsheets to more accurately tract investments to

cash needs and forecast investment income.

. Recommended and Implemented Company Subsidiary restructuring saving

the Company $1,000,000+ /yr state taxes and substantially reduce FIN

48 exposure.

. Implemented transfer pricing throughout the Company structure saving

$100,000 - $300,000/yr in state taxes being paid by individual

subsidiaries despite consolidated losses.

. Worked extensively with legal and accounting on two acquisitions and a

major divestiture, including tax effects of purchase accounting

The Sherwin-Williams Company

Leadership Accomplishments

. Established in-house federal tax credit team to research, recommend

and implement real estate tax credit investments through acquisition

of partnership interests without outside consultant or law firms.

Annual federal tax credits exceeded $25 million.

. Lead department of 26 with 4 direct reports: Director Tax Counsel (4

reports) responsible for research, planning, and implementing

strategic tax savings plans; Director - International Tax (2 reports);

Director - Income Tax (5 reports) responsible for income compliance

and audits; and Director - State & Local (9 reports) responsible for

property, sale & use, and misc. local taxes, including non-income

audits. Stabilized department with a history of rapid turnover,

improving productivity while reducing training and recruitment

expenses.

. Member of Pension Administration Committee

. Member Company's Acquisition team involved in numerous acquisitions

through US, Europe, South America and Asia with 75% of activity in

last 5 years occurring in the International arena (International

operations accounted for 12% of the company's revenues)

. Established in-house international tax section of the Tax dept. in

order to handle growing complexity of international operation, conduct

transfer pricing studies, implement foreign tax credit planning, as

well as local foreign tax planning, and deal with expatriate issues.

. Implemented cash repatriation strategies to minimize foreign tax

payments while maximizing utilization of US foreign tax credits,

including use of inter company loans, dividends, management

agreements, etc.

. Worked with outside consultants in various foreign countries to

implement local tax planning, and institute court proceedings in order

to minimize foreign taxes. Hired Brazilian staff tax attorney to

coordinate over 300 federal and state tax cases.

. Worked extensively with Research/New Product Development in

establishing procedures to enhance R&D Tax credits and ensure credit

upheld on audit

. Established good working relationship with outside auditors (E&Y)

allowing for quick resolutions to tax related issues.

. Conducted several presentations to the Board of Directors of the

Company with respect to tax planning strategies. Worked with Audit

Committee with respect to SEC required oversight.

. Conducted several seminar sessions on Tax Audit procedures and

strategies.

. Member of Board of Trustees (1993-2006) for the Ohio Public

Expenditures Council, a non-partisan business oriented organization

which monitored and reported on the states revenues and expenditures

on both the state and local level.

Technical Accomplishments

. Implemented SOX compliance in the Tax department, first area of the

Company audited and established as SOX compliant, without outside

consultants.

. Led and/or managed numerous acquisitions and divestitures, both

foreign and domestic, from both a tax and legal prospective. Most

notably worked as chief tax advisor for buyers on acquisition of a

Brazilian company in conjunction with a large international German

company from a British company. Structured purchase so as to

maximize Brazilian amortization rules.

. Revamped the Companies legal structure in respect of a large potion of

the business to allow greater flexibility for transactional tax

planning.

. Implemented the use of several real estate holding companies in order

to minimize state taxes through the establishment of arms length inter

company lease arrangements.

. Employed the use of a Nevada company to avoid state income on the sale

of an interest in a Canadian company.

. Implemented a basis reduction strategy with respect to the receipt of

an insurance settlement for potential environmental exposures, saving

$15+ million in federal and state income taxes.

. Implemented benefit plan funding strategy resulting in federal and

state tax savings of $30+ million/yr.

. Implemented benefit structure changes with respect to frozen defined

benefit plan allowing the use of $100+ million in over funding trapped

in plan to fund the Company's normal benefit obligations.

. Established intellectual property holding company and successfully

defended against numerous state challenges resulting in state tax

savings of $3,000,000 - $4,000,000 /yr

. Negotiated numerous IRS audit issues at both the audit and appellate

level. Established good working relationship with IRS with audit

adjustments for 2-3 year audit cycle rarely varying from the $0 - 1

Million range.

. Managed Canadian income tax audit involving transfer pricing to result

in no change (Canadian subsidiary consistently showed a loss for

income tax purposes).

. Effectively managed the Company's ETR resulting in a steady downward

trend.

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