CompUSA 2008 Annual Report Download - page 31

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22
KL2 2600873.8
he will receive a prorated bonus) and a reimbursement of costs for COBRA insurance coverage in addition to the payments paid for
other terminations.
Termination of Employment Without Change In Control
The table below sets forth the severance payments that would have been made had the employment of Mr. Fiorentino or Mr.
Reinhold (as defined in their employment agreements) been terminated without cause in a situation not involving a change in control,
based on a hypothetical termination date of January 3, 2009, the last day of the Company’ s fiscal year 2008, and using the closing price
of our common stock on that date. These amounts are estimates and the actual amounts to be paid can only be determined at the time
of the termination of the officer’ s employment.
Name
Cash Compensation
(Salary and Bonus)
($)
Value of
Accelerated Vesting
of Stock Awards
($)
Medical and
Other Benefits
($)
Total
($)
Gilbert Fiorentino 2,353,750 (1) 1,087,000 (2) 34,800 (3) 3,475,550
Lawrence P. Reinhold 780,250 (4) - - 780,250
(1) Represents two years’ salary of $476,875 per year and cash bonus of $1.4 million for fiscal year 2008.
(2) Represents accelerated vesting of 100,000 restricted stock units.
(3) Represents two years’ medical and other benefits.
(4) Represents one year’ s salary of $455,250 and cash bonus of $325,000 for fiscal year 2008.
Change In Control Payments
The table below sets forth the change in control payments that would have been made based on a hypothetical change of control
date of January 3, 2009, the last day of the Company’ s fiscal year 2008, and using the closing price of our common stock on that
date. These amounts are estimates and the actual amounts to be paid can only be determined at the time of the change of control.
Name
Cash Compensation
(Salary and Bonus)
($)
Value of
Accelerated Vesting
of Stock Awards
($)
Medical and
Other Benefits
($)
Total
($)
Gilbert Fiorentino 2,353,750 (1)(2) 5,435,000 (3) 34,800 (4) 7,823,550 (5)
Lawrence P. Reinhold 1,235,500 (6) 34,800 1,270,300 (7)
(1) Represents two years’ salary of $476,875 per year and cash bonus of $1.4 million for fiscal year 2008.
(2) Upon a “Qualifying Change of Control” as defined in his employment agreement, Mr. Fiorentino would also receive 0.85% of
“Qualifying Value” of “Qualifying Change of Control” transaction as defined in his employment agreement.
(3) Represents accelerated vesting of 500,000 restricted stock units and options to purchase 66,666 shares of Company stock.
(4) Upon a change in control, Mr. Fiorentino may be subject to certain excise taxes under Section 280G of the Code. The Company has
agreed to reimburse Mr. Fiorentino for those excise taxes as well as for any income and excise taxes payable by the officers as a result
of any such reimbursement capped at $6 million in the aggregate.
(5) Total additional amounts for change of control payment as described in footnote (5). Reimbursement of excise taxes as described in
footnote (7) may also be due.