CompUSA 2013 Annual Report Download - page 73

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By his agreement hereto Employee expressly covenants and agrees to comply with, and to enforce compliance with,
the Systemax Corporate Approval Policy, Corporate Ethics Policy and other corporate governance policies and
procedures of Systemax, Global Equipment Company and/or the Company. Breach of this covenant (ie, violation of
the aforementioned policies and procedures) and/or of the Employee’
s other obligations to the Company under its
published policies and procedures will be notified in writing to Employee by the Systemax Compensation Committee,
following which employee will have an opportunity (to occur with three (3) business days of such notice) to discuss
such breach with the Compensation Committee. Payment of all or a portion of the Bonus Achievement Amount is
subject to the determination of the Compensation Committee following such discussion with Employee and its
assessment, in the discretion of the Compensation Committee, of his actions and/or omissions causing or contributing
to such breach, and any damages caused thereby to Systemax, the Company, Global Equipment Company Inc. or the
Industrial Products Group Business or their respective financial results, reputation or prospects, and such
determinations shall be final and binding.
3
3.1.3 Clawback; Governance Compliance. All payments hereunder shall be subject to the Systemax “Clawback Policy”
as
set forth from time to time in its Annual Proxy Statement to Shareholders, which Clawback Policy is hereby
incorporated by reference herein and which Employee hereby confirms he has read and understood.
3.1.4 2010 Plan; Tax Matters.
In no event shall the number of Shares issued in any year exceed 1,500,000 Shares. It is
acknowledged that the Shares issued hereunder are being treated as and are intended to be “Performance Awards”
under the 2010 Plan and are subject to the terms and conditions of the 2010 Plan. Employee shall be responsible for
obtaining his own legal and tax advice in respect of the compensation provided hereunder. Any payment of cash or
Shares hereunder shall be subject to applicable tax withholding. The terms applicable to the receipt of the Shares that
may be issuable hereunder are solely those set forth herein, and any inconsistent or contrary terms provided under the
2010 Plan or any other agreement between the Employee and the other parties hereto shall be disregarded as to the
Shares issuable hereunder.
3.1.5 Operating Profit Maintenance
. It is a further express condition of receiving any Bonus Achievement Amount that the
Operating Margin of the Industrial Products Group Business in generating the Cumulative Operating Income
Achievement be at least 8%, and that the 2017 and 2018 Operating Margin of the Industrial Products Group Business
in generating the 2017 and 2018 Operating Income Achievement for purposes of determining satisfaction of the Final
Condition (defined below) also be at least 8% for each such year.