CompUSA 2010 Annual Report Download - page 25

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22
GRAT and 1,263,034 shares owned by the Bruce Leeds 2009 GRAT. Also includes 3,732,061 shares owned
by trusts for the benefit of his brothers’ children for which Bruce Leeds acts as co-
trustee and 519,800 shares
owned by a limited partnership in which Bruce Leeds has an indirect pecuniary interest.
Mr. Leeds’ mailing
address is Bruce Leeds, c/o Systemax Inc., 11 Harbor Park Drive, Port Washington, NY 11050.
(3)
Includes 137,168 shares owned by Mr. Leeds directly, 3,303,332 shares owned by the Robert Leeds 2010
GRAT and 1,930,195 shares owned by the Robert Leeds 2009 GRAT.
Also includes 4,086,838 shares owned
by trusts for the benefit of his brothers’ children for which Robert Leeds acts as co-
trustee and 519,800 shares
owned by a limited partnership in which Robert Leeds has an indirect pecuniary interest.
Mr. Leeds’ mailing
address is Robert Leeds, c/o Systemax Inc., 11 Harbor Park Drive, Port Washington, NY 11050.
(4)
Includes options to acquire a total of 187,500 shares that are currently exercisable or become exercisable within
60 days pursuant to the terms of the Company’ s 1999 Long-
Term Stock Incentive Plan and 17,500 restricted
stock units granted pursuant to
the Company’ s 2010 Long Term Stock Incentive Plan that vest on May 15,
2011.
(5)
Includes options to acquire a total of 9,000 shares that are currently exercisable or become exercisable within
60 days pursuant to the terms of the Company’ s 1995 and 2006 Stock Incentive Plans for Non-
Employee
Directors.
(6)
Includes options to acquire a total of 15,250 shares that are currently exercisable or become exercisable within
60 days pursuant to the terms of the Company’ s 1995 and 2006 Stock Incentive Plans for Non-
Employee
Directors.
(7)
Includes options to acquire a total of 5,000 shares that are currently exercisable or become exercisable within
60 days pursuant to the terms of the Company’ s 2006 Stock Incentive Plan for Non-Employee Directors.
(8)
Includes options to acquire a total of 580,001 shares subject to options pursuant to the Company’ s 1999 Long-
Term Stock Incentive Plan and 100,000 restricted stock units, but subject to the terms of his Employment
Agreement.
(9)
Based on information supplied by Thomas W. Smith, Scott J. Vassalluzzo, and Stephen M. Fischer in a
Schedule 13G filed with the SEC on February 14, 2011. The address of each of these individuals is 323
Railroad Avenue, Greenwich, Connecticut 06830. Messrs. Smith, Vassalluzzo and Fischer have
the shared
power to vote or dispose or to direct the vote or the disposal of 2,233,561, 2,158,861 and 2,082,861 shares,
respectively.
In addition, Mr. Smith has the sole power to vote or to direct the vote of 600,000 shares and the
sole power to dispose o
r to direct the disposition of 600,000 shares, Mr. Vassalluzzo has the sole power to vote
or to direct the vote of and to dispose or to direct the disposition of 0 shares and Mr.
Fischer has the sole power
to vote or to direct the vote of and to dispose or to direct the disposition of 0 shares.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’ s executive officers and Directors and persons
who own more than ten percent of a registered class of the Company’ s equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission. Executive officers, Directors and ten-
percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on its review of the copies of Section 16(a) forms received by it, or written representations
from certain reporting persons, the Company believes its executive officers, Directors and ten-percent stockholders
complied with all such filing requirements for fiscal year 2010.
TRANSACTIONS WITH RELATED PERSONS
Under the Company’ s Corporate Ethics Policy, all officers, Directors and employees (collectively the
“Company Representatives”) are required to avoid conflicts of interest, appearances of conflicts of interest and
potential conflicts of interest. A “conflict of interest” occurs when a Company Representative’ s private interest
interferes in any way with the interests of the Company. A conflict can arise when a Company Representative takes