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Exhibit 10.28
Special “Industrial Products Group” Bonus Agreement
This Special “Industrial Products Group” Bonus Agreement (this “Agreement”) is made effective as of March 10, 2014 (the “Effective Date”
),
by and among Global Industrial Services Inc.
a Delaware corporation with offices at 11 Harbor Park Drive, Pt. Washington, NY 11050 (the
“Company”); Systemax Inc ., a Delaware corporation with offices at 11 Harbor Park Drive, Port Washington, New York 11050 (“Systemax”) (
a
signatory solely for purposes of the “SYX Obligations” as defined below); and Robert Dooley
an individual with a business address of 11
Harbor Park Drive, Port Washington, New York 11050 (the “Employee” ).
“ 2010 Plan ” shall mean the Systemax 2010 Long Term Incentive Plan.
“ Bonus Achievement Amount ” has the meaning set forth on Schedule B, as applicable.
“ Bonus Target ” shall mean $10,000,000.
“ Cumulative Operating Income Achievement ”
shall mean the sum of the Operating Income of the Industrial Products Group Business
for the three (3) fiscal years ended December 31 2014, 2015, and 2016.
“ Cumulative Operating Income Target ” for the Industrial Products Group shall mean $200,000,000.
“ First Installment ” shall mean 50% of the Bonus Achievement Amount, payable in respect of the First Payment Date.
“ First Payment Date ”
shall mean the business day on which Systemax issues its earnings press release for the fourth quarter and fiscal
year ended December 31, 2016.
“ Industrial Products Group Business ”
shall mean the businesses carried out by the Company and/or its affiliates (i.e., the direct and
indirect subsidiaries of Global Industrial Holdings LLC, EIN: 45-4040586) throughout North America as set forth on Schedule A.
“ Operating Income ”
shall mean the amounts determined in a manner consistent with the methods used in the Systemax regular reports
on Form 10K and Form 10Q, provided however, such determination shall be without regard to (i) any of the items set forth in Section
10 (a) (iii) (A), (B), (C) and (D) of the 2010 Plan as set forth in Annex 2 hereto, and (ii) the Total Bonus Amount and any portion
thereof or accrual therefore.
1
1. Special Bonus.
This Agreement between the Company and Employee sets forth the special bonus payable to Employee, subject to and
conditioned upon the achievement and maintenance of certain economic and financial performance targets determined by the
Compensation Committee of the Board of Directors of Systemax, on the terms and pursuant to the requirements set forth herein.
2.
Definitions.
The following terms used herein have the following definitions: