CompUSA 2007 Annual Report Download - page 37

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KL2 2553275.3
“Other Stock-Based Award” shall mean any right granted under Section 10 of the Plan.
“Participant” shall mean any Employee selected by the Committee to receive an Award under the Plan.
“Performance Award” shall mean any right granted under Section 9 of the Plan.
“Person” shall mean any individual, corporation, partnership, association, joint-stock company, trust,
unincorporated organization, government or political subdivision thereof or other entity.
“Plan” shall mean this Systemax 1999 Long-Term Stock Incentive Plan.
“Restoration Option” shall mean an Option granted pursuant to Section 6(e) of the Plan.
“Restricted Stock” shall mean any Share granted under Section 8 of the Plan.
“Restricted Stock Unit” shall mean any united granted under Section 8 of the Plan.
“Rule 16b-3” shall mean Rule 16b-3 as promulgated and interpreted by the SEC under the Exchange Act,
or any successor rule or regulation thereto as in effect from time to time.
“SEC” shall mean the Securities and Exchange Commission or any successor thereto and shall include the
Staff thereof.
“Shares” shall mean the common stock of the Company, $0.01 par value, or such other securities of the
Company as may be designated by the Committee from time to time.
“Stock Appreciation Right” shall mean any right granted under Section 7 of the Plan.
“Substitute Awards” shall mean 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.
SECTION 3. Administration. (a) The Plan shall be administered by the Committee. Subject to the terms of
the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee
by the Plan, the Committee shall have full power and authority to (i) designate Participants; (ii) determine the type
or types of Awards to be granted to an eligible Employee; (iii) determine the number of Shares to be covered by, or
with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv)
determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property,
or cancelled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised,
cancelled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances cash,
Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be
deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and
administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish,
amend, suspend or waive rules and regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (ix) make any other determination and take any other action that the Committee
deems necessary or desirable for the administration of the Plan.
(b) Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and
other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee,
may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, and
Affiliate, and Participant, any holder or beneficiary of any Award, any shareholder and any Employee.
SECTION 4. Shares Available for Awards.