CompUSA 2007 Annual Report Download - page 23

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18
KL2 2553275.3
The agreement is terminable upon death or total disability, by the Company for “cause” (as defined) or without
cause, or by the employee voluntarily for any reason or for “good reason” (as defined). In the event of termination
for death, disability, cause or voluntary termination by Mr. Reinhold, the Company will owe no further payments
other than as applicable under disability or medical plans, any accrued but unused vacation time (up to four weeks)
and, in the event of termination for disability or death, the pro rata portion of any bonus which would otherwise be
paid. If Mr. Reinhold resigns for good reason or if the Company terminates him for any reason other than disability,
death or cause, he shall also receive severance payments equal to 12 months’ base salary (or 24 months’ base salary
if termination is within 60 days prior to or one year following a “change of control,” as defined), one year’s base
salary bonus based on his average annual bonus for the prior two years (unless he was employed for less than two
years in which case he will receive a prorated bonus) and a reimbursement of costs for COBRA insurance coverage
in addition to the payments paid for other terminations. The employment agreement includes customary
nondisclosure and intellectual property rights provisions and non-compete/non-solicit provisions effective for one
year following termination. In 2007 Mr. Reinhold received $380,385 in annual salary, a cash bonus of $325,000, a
stock option grant of 100,000 shares of Company stock pursuant to his employment agreement and $20,921 in other
compensation.
Compensation Committee Report to Stockholders∗
The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and
Analysis required by Item 402(b) of Regulation S-K, which appears in this proxy statement, with the management of
Systemax. Based on this review and discussion, the Compensation Committee recommended to the Board that the
Compensation Discussion and Analysis be included in Systemax’s proxy statement on Schedule 14A.
COMPENSATION COMMITTEE
Stacy S. Dick
Robert D. Rosenthal
Ann R. Leven
Compensation Committee Interlocks and Insider Participation
The members of the Company’s Compensation Committee for fiscal year 2007 were Ann R. Leven, Robert D.
Rosenthal and Stacy S. Dick. The Company employs no member of the Compensation Committee. No Director of
the Company served during the last completed fiscal year as an executive officer of any entity whose compensation
committee (or other comparable committee, or the Board, as appropriate) included an officer of the Company.
There are no “interlocks” as defined by the Securities and Exchange Commission.
∗ This report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent we specifically incorporate this information by reference.