CompUSA 2013 Annual Report Download - page 74

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3.2.1
The First Installment will be payable as follows:
4
3.2
Bonus Achievement Amount Payment.
The Bonus Achievement Amount will be paid as follows:
(x)
50% of the First Installment shall be paid in cash on the First Payment Date; and
(y)
50% of the First Installment shall be paid in Shares not later than the third business day after the First
Payment Date, such actual number of Shares to be determined as the product of (i) 50% of the First
Installment Amount and (ii) a fraction numerator of which is 1 and the denominator of which is the closing
price
of the shares on the New York Stock Exchange on the first business day after the First Payment Date.
3.2.2
The Second Installment will be payable as follows subject to satisfaction of the Final Condition Section 3.3 below:
(x)
50% of the Second Installment will be payable in cash on the Second Payment Date; and
(y)
50% of the Second Installment shall be payable in Shares not later than the third business day after the
Second Payment Date, such number of Shares to be determined as the product of (i) 50% of the Second
Installment and (ii) a fraction the numerator of which is 1 and the denominator of which is the closing price
of the Shares on the New York Stock Exchange on the first business day after the Second Payment Date.
3.2.3
The Third Installment will be payable as follows subject to satisfaction of the Final Condition in Section 3.3. below:
(x)
50% of the Third Installment will be paid in cash on the Third Payment Date; and
(y)
50% of the Third Installment will be paid in Shares not later than the third business day after the Third
Payment Date, such number of shares to be determined as the product of (i) 50% of the Third Installment and
(ii) a fraction the numerator of which is 1 and the denominator of which is the closing price of the shares on
the New York Stock Exchange on the first business day after the Third Payment Date.
3.3 Additional Conditions; Final Condition.
Notwithstanding the foregoing, payment of the Second Installment in respect of the
Second Payment Date and the Third Installment in respect of the Third Payment Date is expressly
subject to and conditioned
upon:
3.3.1 Employee’
s continued employment in good standing with the Company and/or the Industrial Products Group as
President at such Payment Date (other than termination of employment occurring after January 1, 2016 due to
wrongful termination as finally determined without right of appeal by a court of competent jurisdiction, termination
without cause, death or disability, and provided further that in any such case at least the minimum Cumulative
Operating Income Achievement (i.e., $200,000,000) and the Final Condition shall have been timely thereafter
actually achieved) it being agreed by Employee that this Agreement shall be void and of no force and effect in the
event of, among other things, the Employee’
s termination without cause, wrongful termination as aforesaid, death or
disability occurring prior to January 1, 2016); and