CompUSA 2007 Annual Report Download - page 30

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KL2 2553275.3
• The actual amount of future payments under the Executive Incentive Plan will be based on the
Company’s future performance as it relates to the three aforementioned general business areas, the
applicable future performance goals for a particular executive and the target percentages to be
established by the Compensation Committee.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF
THE EXECUTIVE INCENTIVE PLAN, WHICH IS DESIGNATED AS PROPOSAL NO. 2 ON THE
ENCLOSED PROXY CARD.
APPROVAL OF AMENDMENTS TO THE COMPANY’S 1999 LONG-TERM STOCK
INCENTIVE PLAN
Item 3 on Proxy Card
The Company’s Board of Directors is recommending that the Company’s 1999 Long Term Stock Incentive
Plan (the “Plan”) be amended to (a) increase the number of Shares with respect to which awards may be granted
under the Plan to a total of 7,500,000 million Shares and (b) extend the expiration date of the Plan to December 31,
2010. Stockholder approval is being sought in order to qualify options granted under the plan for incentive
compensation treatment under Section 162(m) of the Code. A copy of the Plan as amended is attached as Exhibit A
to this proxy statement.
The following is a summary of the principal provisions of the Plan as amended.
Purpose
The purposes of the Plan are to promote the interests of the Company and its stockholders by: (i) attracting
and retaining exceptional executive officers and other key employees, including consultants and advisors to the
Company and its affiliates; (ii) motivating such employees, consultants and advisors by means of performance-
related incentives to achieve longer-ranger performance goals; and (iii) enabling such employees, consultants and
advisors to participate in the long-term growth and financial success of the Company.
Shares Available Under the Plan
The maximum number of Shares that may be the subject of awards under the Plan as amended will be
7,500,000 Shares. Currently the maximum number is 5,000,000 Shares. As of April 17, 2008, options to purchase
1,426,787 Shares were outstanding under the Plan. No other type of award has been granted under the Plan. The
weighted-average exercise price of outstanding options previously granted under the Plan is $11.43 The number of
Shares remaining available for future issuance under the Plan is 2,249,614 excluding the Shares that are the subject
of this Plan amendment and 4,749,614 including the Shares that are the subject of this Plan amendment. The
maximum number of Shares that may be the subject of awards granted to any person during any calendar year
cannot exceed 1,500,000 Shares per type of awards and 3,000,000 Shares in total. Such number of Shares is subject
to adjustment resulting from stock dividends, split-ups, conversions, exchanges, reclassifications, or other
substitutions of securities for the Shares. Any Shares underlying what are called Substitute Awards (awards granted
in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the
Company or with which the Company combines) under the Plan shall not, except in the case of Shares with respect
to which substitute are granted to employees who are officers or directors of the Company for purposes of Section
16 of the Exchange Act or any successor section thereto, be counted against the Shares available for awards under
the Plan.
Shares subject to options granted under the Plan as of April 17, 2008 were as follows: