CompUSA 2007 Annual Report Download - page 17

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12
KL2 2553275.3
(4) Includes 2,137,168 shares owned by Mr. Leeds directly, 3,666,037 shares owned by the Robert Leeds 2006 GRAT and
1,120,887 shares owned by the Robert Leeds 2007 GRAT. Also includes 977,114 shares owned by irrevocable trusts for the
benefit of his brothers’ children for which Robert Leeds acts as co-trustee and 519,800 shares owned by a limited
partnership in which Robert Leeds has an indirect pecuniary interest. Mr. Leeds’ mailing address is Robert Leeds, c/o
Systemax Inc., 11 Harbor Park Drive, Port Washington, NY 11050.
(5) Includes options to acquire 320,003 shares that are currently exercisable pursuant to the terms of the Company’s 1995 and
1999 Long-Term Stock Incentive Plan.
(6) Includes options to acquire a total of 19,500 shares that are exercisable immediately pursuant to the terms of the Company’s
1995 Stock Plan for Non-Employee Directors
(7) Includes options to acquire a total of 11,000 shares that are exercisable immediately pursuant to the terms of the Company’s
1995 Stock Plan for Non-Employee Directors.
(8) Includes options to acquire a total of 13,000 shares that are exercisable immediately pursuant to the terms of the Company’s
1995 Stock Plan for Non-Employee Directors.
(9) Includes options to acquire 25,000 shares that are currently exercisable pursuant to the terms of the Company’s 1999 Long-
Term Stock Incentive Plan.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’s executive officers and Directors and persons who
own more than ten percent of a registered class of the Company’s equity securities to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Executive officers, Directors and ten-percent
stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of Section 16(a) forms received by it, or written representations from certain
reporting persons, the Company believes its executive officers and Directors complied with all such filing
requirements for the year ended December 31, 2007 with the exception of the late filing of a Form 4 by one of its
Directors.
TRANSACTIONS WITH RELATED PERSONS
Under the Company’s Corporate Ethics Policy, officers, Directors and all employees (collectively the
“Company Representatives”) are required to avoid conflicts of interest, appearances of conflicts of interest and
potential conflicts of interest. A “conflict of interest” occurs when an individual’s private interest interferes in any
way with the interests of the Company. A conflict situation can arise when a Company Representative takes actions
or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts
of interest also arise when a Company Representative, or a member of his or her family, receives improper personal
benefits as a result of his or her position in the Company. Company Representatives cannot allow any consideration
such as the receipt of gifts or financial interests in other businesses or personal or family relationships to interfere
with the independent exercise of his or her business judgment and work activities to the benefit of the Company.
Loans to, or guarantees of obligations of, Company Representatives are prohibited unless permitted by law and
authorized by the Board or a Committee designated by the Board. If a Company Representative becomes aware of a
potential conflict of interest he or she must communicate such potential conflict of interest to the Company.
The Company’s corporate approval policy requires related party transactions (specifically Company
agreements, including leases, with “related parties” and sales or purchases of inventory or other Company assets by
“related parties”) to be approved by the Company’s Audit Committee as well as the Company’s CEO, CFO and
General Counsel.
Leases
The Company has leased its facility in Port Washington, NY since 1988 from Addwin Realty Associates, an
entity owned by Richard Leeds, Bruce Leeds and Robert Leeds, Directors of the Company and the Company’s three
senior officers and principal stockholders. Rent expense under this lease totaled $612,000 for the year ended