Circuit City 2006 Annual Report Download - page 62

SYSTEMAX INC.
2006 Stock Incentive Plan For Non-Employee Directors
Purpose
The purpose of the Systemax Inc. 2006 Stock Incentive Plan for Non-Employee Directors (the “Plan”) is to promote the
interest of Systemax Inc. (the “Company”) and its stockholders by increasing the proprietary interest of non-employee
directors in the growth and performance of the Company by granting such directors restricted stock awards relating to, and
options to purchase, shares of Common Stock, par value $0.01 per share (the “Shares”) of the Company (collectively,
“Awards”).
Administration
The Plan shall be administered by the Company’s Board of Directors (the “Board”). Subject to the provisions of the Plan, the
Board shall be authorized to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan
and to make all other determinations necessary or advisable for the administration of the Plan; provided, however, that the
Board shall have no discretion with respect to the selection of directors to receive Awards, the number of Shares subject to
any such Awards, the purchase price thereunder or the timing of grants of Awards under the Plan. The determinations of the
Board in the administration of the Plan, as described herein, shall be final and conclusive. The Secretary of the Company (or,
if the Secretary is unavailable, the Chief Financial Officer of the Company) shall be authorized to implement the Plan in
accordance with its terms and to take such actions of a ministerial nature as shall be necessary to effectuate the intent and
purposes thereof. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be
determined in accordance with the laws of the State of Delaware.
Eligibility
The class of individuals eligible to receive grants of Awards under the Plan shall be directors of the Company who are not
employees of the Company or any entity in which the Company has more than a 50% equity interest (“Eligible Directors”).
Any recipient of an Award granted hereunder shall hereinafter be referred to as a “Participant.”
Shares Subject to the Plan
Subject to adjustment as provided in Section 6, an aggregate of 200,000 Shares shall be available for issuance under the Plan.
The Shares deliverable pursuant to any Award may be made available from authorized but unissued Shares or treasury
Shares. If any option granted under the Plan shall terminate for any reason without having been exercised, or without delivery
of Shares in connection with such termination, or should any Restricted Shares (as defined below) be forfeited, the Shares
subject to, but not delivered under, such option, or such forfeited Shares, shall again be available for issuance under the Plan.
Grant, Terms and Conditions of Options
Effective October 11, 2006 (the “Effective Date”), subject to approval of the Plan by the stockholders of the Company, each
person who is then an Eligible Director will be granted, as of the Effective Date, an option to purchase 5,000 Shares.
Subject to approval of the Plan by the stockholders of the Company, each person who first becomes an Eligible Director after
the Effective Date will be granted, on the date that such person becomes an Eligible Director, an option to purchase 5,000
Shares.
The options granted will be nonqualified stock options not intended to qualify under Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”) and shall have the following terms and conditions:
Price . The purchase price per Share deliverable upon the exercise of each option shall be 100% of the Fair Market Value per
Share on the date the option is granted. For purposes of the Plan, Fair Market Value shall be the closing sales price per share
as reported on the principal exchange on which the Shares are listed for the date in question, or if there were no sales on such
date, on the first date prior thereto on which the Shares were so traded.
Payment . Options may be exercised only upon payment of the full purchase price (and any withholding taxes, if applicable)
thereof. Such payment shall be made (a) in cash, or its equivalent, (b) by exchanging Shares which have been owned by the