CompUSA 2007 Annual Report Download - page 38

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33
KL2 2553275.3
(a) Shares Available. Subject to adjustment as provided in Section 4(b), the number of Shares with respect to which
Awards maybe granted under the Plan shall be 7,500,000. The maximum number of Shares which may be the
subject of Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Units granted to any individual
during any calendar year shall not exceed 1,500,000 Shares per type of Award and 3,000,000 Shares in total. If, after
the effective date of the Plan any Shares covered by an Award granted under the Plan, or to which such an Award
relates, are forfeited, or if an Award is settled for cash or otherwise terminates or is cancelled without the delivery of
Shares, the Shares covered by such Award, or to which such Award relates, or the number of Shares otherwise
counted against the aggregate number of Shares with respect to which Awards may be granted, to the extent of any
such settlement, forfeiture, termination or cancellation, shall again be, or shall become, Shares with respect to which
Awards granted; 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. In the event that any Option or other Award granted hereunder is exercised through the delivery of
Shares, the number of Shares available for Awards under the Plan shall be increased by the number of Shares
surrendered, to the extent permissible under Rule 16b-3.
(b) Adjustments. In the event that the Committee determines that any dividend or other distribution
(whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or
other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by
the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable,
adjust any or all of (i) the number of Shares or other securities of the Company (or number and kinds of other
securities of the property) with respect to which Awards may be granted, (ii) the number of Shares of other
securities of the Company (or number and kinds of other securities or property) subject to outstanding awards, and
(iii) the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award.
(c) Substitute Awards. Any Shares underlying Substitute Awards 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.
(d) Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to an Award may consist,
in whole or in part, of authorized and unissued and unissued Shares or of treasury Shares.
SECTION 5. Eligibility. Any Employee, including any officer or director of the Company, shall be eligible
to be designated a participant.
SECTION 6. Stock Options.
(a) Grant. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to
determine the Employees to whom Options shall be granted, the number of Shares to be covered by each Option.
The option price therefor and the conditions and limitations applicable to the exercise of the Option. The Committee
shall have the authority to grant Non-Qualified Stock Options. The Committee shall not have the authority to grant
Incentive Stock Options under the Plan.
(b) Exercise Price. The Committee in it sole discretion shall establish the exercise price at the time each
option is granted.
(c) Exercise. Each Option shall be exercisable at such times and subject to such terms and conditions as the
Committee may, in its sole discretion, specify in the applicable Award Agreement or thereafter. The Committee may