CompUSA 2007 Annual Report Download - page 31

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KL2 2553275.3
NAME AND POSITION NUMBER OF UNITS
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Richard Leeds, Chairman and CEO 0
Bruce Leeds, Vice Chm. and Pres. 0
Robert Leeds, Vice Chm. and Pres. 0
Executive Group 977,917
Non-Executive Director Group 0
Non-Executive Officer Employee Group 448,870
On April 17, 2008, the closing price of the Shares, as reported on the New York Stock Exchange, was
$13.30.
If any option under the Plan shall expire or terminate without having been exercised in full or if any award
should be forfeited or settled for cash or is otherwise terminated or cancelled without the delivery of Shares, the
unpurchased, forfeited or cancelled Shares may again be made subject to awards under the plan; provided, however,
that with respect to any options or stock appreciation rights granted to any individual who is a “covered employee”
as defined in Section 162(m) of the Code and the regulations thereunder that is canceled or as to which the exercise
price or grant price is reduced, the number of Shares subject to such options or stock appreciation rights shall
continue to count against the maximum number of Shares which may be the subject of options and stock
appreciation rights granted to such covered employee and such maximum number of Shares shall be determined in
accordance with Section 162(m) of the Code and regulations promulgated thereunder. Shares delivered under the
Plan will be made available, at the discretion of the Compensation Committee, either from authorized but unissued
Shares or from previously issued Shares reacquired by the Company, including Shares purchased on the open
market.
Administration
The Plan is administered by the Compensation Committee which is appointed by the Board and consists of
not less than two members of the Board who are “Non-Employee Directors” within the meaning of Rule 16b-3(d)(3)
(as it may be amended from time to time) promulgated by the SEC under the Exchange Act and “outside directors”
within the meaning of Section 162(m) of the Code. Under the Plan, however, options granted to members of the
Board who are not also employees must be granted by action of the full Board and options granted to consultants
can be granted by action of either the Compensation Committee or the full Board, as applicable. The Board may
remove any member of the Compensation Committee at any time, with or without cause. Options are granted in the
discretion of the Compensation Committee or the Board. For the balance of this description, references to the
Compensation Committee shall be deemed to refer to the Board in the case of options granted by the Board to
directors or consultants.
Types of Awards to be Granted
The Compensation Committee may grant under the Plan only “non-qualified stock options”, i.e. options
that are not considered “incentive options” under Section 422 of the Code. The Compensation Committee may also
grant other stock-based awards, including stock appreciation rights, restricted stock and restricted stock units,
performance awards and other stock-based awards.
Eligibility and Conditions of Grant
Persons eligible to receive awards under the Plan are such employees and directors of, and consultants and
advisors to, the Company and its subsidiaries as the Compensation Committee may select in its sole discretion.
The number of Shares or options to be awarded to any individual under the Plan and the term, the exercise
price and the vesting schedule thereof is determined by the Compensation Committee in its sole discretion (based
upon the Compensation Committee’s determination as to the contribution or anticipated contribution of the