Circuit City 2008 Annual Report Download - page 75

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Exhibit 99.2
COMPENSATION COMMITTEE CHARTER
FOR
SYSTEMAX INC.
(revised February 23, 2009)
Purpose of Committee
The purpose of the Compensation Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of Systemax Inc. (the “ Company
”) is to perform the functions described below under “Committee Duties and Responsibilities” in order to discharge the Board’s responsibilities
relating to compensation of the Company’s.
In pursuing its purpose, the Committee shall ensure that (a) a proper system of long-term and short-term compensation is in place for
management, and (b) compensation plans are appropriate, competitive and properly reflect the objectives and performance of management and
the Company.
Committee Duties and Responsibilities
The Committee’s duties and responsibilities are to:
1.
Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer and, after an
evaluation of the Chief Executive Officer’s performance in light of those goals and objectives, set the compensation of the
Chief Executive Officer. In determining the long-term incentive component of the Chief Executive Officer’
s compensation, the
Committee should consider, among other factors, the Company’s performance and relative shareholder return, the value of
similar incentive awards for chief executive officers at comparable companies and the awards given to the Chief Executive
Officer in past years;
2.
Review, and make periodic recommendations to the Board with respect to, the general compensation, benefits and perquisites
policies and practices of the Company, including, without limitation, the Company’s incentive-compensation plans and equity-
based compensation plans. In circumstances in which equity-
based compensation plans are not subject to shareholder approval,
such plans shall be subject to Committee approval;
3.
Produce an annual report on executive compensation for inclusion in the Company’s proxy statement, and otherwise report to
the shareholders of the Company in accordance with the rules and regulations of the U.S. Securities and Exchange
Commission;
4.
Evaluate the competitiveness of the compensation of the executive officers;