CompUSA 2010 Annual Report Download - page 39

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36
the target base case bonus. The Compensation Committee has the discretion to adjust financial targets based on
such events as acquisitions or other one time charges or gains, or other unforeseen circumstances, that can skew
normal operating results. Targets and bonuses are also subject to adjustment to prevent unreasonable results in the
strict application of these formulas. Executives must generally be employed with the Company at the time the
bonuses are paid out to receive the bonus.
In addition, the Board can demand repayment to the Company of any cash bonuses paid in the event that (i)
the executive’ s misconduct caused the Company to restate its reported financial results; (ii) the reported results
created a bonus that would not have been paid based on the restated results, or (ii) the executive engages in serious
ethical misconduct.
Compensation Committee Report to Stockholders*
The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and
Analysis required by Item 402(b) of Regulation S-K, which appears in this proxy statement, with our
management. Based on this review and discussion, the Compensation Committee recommended to the Board that
the Compensation Discussion and Analysis be included in this proxy statement on Schedule 14A.
COMPENSATION COMMITTEE
Robert D. Rosenthal (Chairman)
Stacy S. Dick
Marie Adler-Kravecas
The information contained in this Compensation Committee Report shall not be deemed to be “soliciting
material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any filings
under the Securities Act of 1933, as amended, which we refer to as the Securities Act, or under the Exchange Act,
except to the extent that we specifically incorporate this information by reference into any such filing.
Compensation Committee Interlocks and Insider Participation
The members of the Company’ s Compensation Committee for fiscal year 2010 were Marie Adler-
Kravecas, Robert D. Rosenthal and Stacy S. Dick. The Company does not employ any member of the
Compensation Committee and no member of the Compensation Committee has ever served as an officer of the
Company. In addition, none of our directors serving on the Compensation Committee has any relationship that
requires disclosure under SEC regulations.