CompUSA 2010 Annual Report Download - page 45

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42
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 1, 2011, the last day of the Company’ s fiscal year 2010, and using the
closing price of our common stock on December 31, 2010. 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
($)
Total
($)
Lawrence P. Reinhold
1,476,674
(1)(2)
2,467,500
(3)
-
4,290,006
(2)
Gilbert Fiorentino12
1,822,506
(4)(5)
4,230,000
(6)
51,546
(7)
6,104,052
(8)
Represents two years’ salary of $471,912 per year and an average yearly cash bonus of $532,850 paid to Mr.
Reinhold for the fiscal years 2009 and 2010.
Payments are to Mr. Reinhold only if he is terminated without “cause” or resigns for “good reason” within 60
days prior to, or one year following, a Change of Control.
Represents accelerated vesting of 175,000 restricted units.
Represents two years’ salary of $501,753 per year and cash bonus of $819,000 for fiscal year 2010.
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.
Represents accelerated vesting of 300,000 restricted stock units.
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.
Plus additional amounts for a “Qualifying Change of Control” payment as described in footnote
(5). Reimbursement of excise taxes as described in footnote (7) may also be due.
12 Mr. Fiorentino is on administrative leave from his position with the Company. See “Employment Arrangements of the Named
Executive Officers- Gilbert Fiorentino” at page 33 and “Potential Payments Upon Termination or Change of Control- Gilbert
Fiorentino” at page 40 for additional information.