CompUSA 2013 Annual Report Download - page 72

“ Operating Margin ”
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.
“ Payment Date ” means any of the First Payment Date, Second Payment Date or Third Payment Date.
“ Second Installment ” shall mean 25% of the Bonus Achievement Amount, payable in respect of the Second Payment Date.
“ Second 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, 2017.
“ SYX Obligations ”
shall mean the obligations of Systemax (x) to deliver the Shares, if any, earned hereunder comprising a part of the
Bonus Achievement Amount, (y) to perform or have performed by its Compensation Committee the calculations of Bonus
Achievement Amount, Operating Income, Operating Margin, Cumulative Operating Income Achievement, Total Bonus Amount and
other calculations required of Systemax hereunder, and (z) other elections, determinations, acts of discretion and interpretations
specifically to be made by Systemax hereunder.
“ Third Installment ” shall mean 25% of the Bonus Achievement Amount, payable in respect of Third Payment Date.
“ Third 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, 2018.
“ Total Bonus Amount ” shall mean the sum of the First Installment, the Second Installment and the Third Installment.
With respect to any payment of the Bonus Achievement Amount in respect of any Payment Date, in the event the closing price
of the Shares on the NYSE on the business day prior to any Payment Date is less than $10 per share, then Systemax in its sole
discretion shall have the right to elect (“Company Election”)
to pay any portion of the Bonus Achievement Amount otherwise
payable in Shares, in cash instead. Payments of the Bonus Achievement Amount shall not be pensionable or taken into account
for calculation of any Company matching payments under any Company benefits program.
2
3.
General Terms of Payment
3.1 Form of Payment.
The Employee shall be entitled to receive the applicable Bonus Achievement Amount hereunder in an
amount of up to the Bonus Target, payable (x) one half (1/2) in cash ) and (y) one half (1/2) in shares of common stock of
Systemax (“Shares”) (
valued as set forth below) issued under the 2010 Plan and subject to satisfaction of the performance
conditions described below, and subject to the Company Election described below.
3.1.2 Bonus Floor and Bonus Cap
. Upon achievement of the Cumulative Operating Income Achievement levels set forth
on Schedule B for the three fiscal years ended December 31, 2014, 2015 and 2016 by the Industrial Products Group
Business, the Employee shall be entitled to receive the applicable Bonus Achievement Amount as set forth on
Schedule B, subject to the terms and conditions hereof. Annex I hereto presents sample levels of Cumulative
Operating Income Achievement and the Bonus Achievement Amount resulting from the application of the terms
hereof. No bonus shall be payable for achievement of 80% or less of the Cumulative Operating Income Target and the
Bonus Achievement Amount shall not exceed the Bonus Target under any circumstances. The calculations performed
under this Agreement by the Compensation Committee shall be binding, absent manifest error.