CompUSA 2007 Annual Report Download - page 39

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34
KL2 2553275.3
impose such conditions with respect to the exercise of Options, including without limitation, any relating to the
application of federal or state securities laws, as it may deem necessary or advisable.
(d) Payment. No Shares shall be delivered pursuant to any exercise of an Option until full payment in full
of the Option price thereof is received by the Company. Such payment may be made in cash, or its equivalent, or, if
and to what extent permitted by the Committee, by exchanging Shares owner by the optionee (which are not the
subject of any pledge or other security interest), or by a combination of the foregoing, provided that the combined
value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company as
of the date of such tender is at least equal to such Option price.
(e) Restoration Options. In the event that any Participant delivers Shares in payment of the exercise price of
any Option granted hereunder in accordance with Section 6(d), the Committee shall have the authority to grant or
provide for the automatic grant of a Restoration Option to such Participant. The Grant of a Restoration Option shall
be subject to the satisfaction of such conditions or criteria as the Committee in its sole discretion shall establish from
time to time. A Restoration Option shall entitle the holder therof to purchase a number of Shares equal to the
number of such Shares so delivered upon exercise of the original Option. A Restoration Option shall have a per
share exercise price of not less than 100% of the per Share Market Value on the date of grant of such Restoration
Option, a term no longer than the remaining term of the original option at the time of exercise thereof, and such
other terms and conditions as the Committee in its sole discretion shall determine.
Section 7. Stock Appreciation Rights.
(a) Grant. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to
determine the Employees to whom Stock Appreciation Rights shall be granted, the number of Shares to be covered
by each Stock Appreciation Right Award, the grant price thereof and the conditions and limitations applicable to the
exercise thereof. Stock Appreciation Rights may be granted in tandem with another Award, in addition to another
Award, or freestanding and unrelated to another Award. Stock Appreciation Rights granted in tandem with or in
addition to an Award may be granted either at the same time as the Award or at a later time. Stock Appreciation
Rights shall not be exercisable earlier than six months after grant.
(b) Exercise and Payment. A Stock Appreciation Right shall entitle the Participant to receive an amount
equal to the excess of the Fair Market Value of a Share on the date of exercise of the Stock Appreciation Right over
the grant price thereof. The Committee shall determine whether a Stock Appreciation Right shall be settled in cash,
Shares or a combination of cash and Shares.
(c) Other Terms and Conditions. Subject to the terms of the Plan and any applicable Award Agreement, the
Committee shall determine, at or after the grant of a Stock Appreciation Right, the term, methods of exercise,
methods and form of settlement, and any other terms and conditions of any Stock Appreciation Right. Any such
determination by the Committee may be changed by the Committee from time to time and may govern the exercise
of Stock Appreciation Rights granted or exercised thereafter. The Committee may impose such conditions or
restrictions on the exercise of any Stock Appreciation Right as it shall deem appropriate.
SECTION 8. Restricted Stock and Restricted Stock Units.
(a) Grant. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to
determine the Employees to whom Shares of Restricted Stock and Restricted Stock Units shall be granted, the
number of Shares of Restricted Stock and/or the number of Restricted Stock units to be granted to each Participant,
the duration of the period during which, and the conditions under which, the Restricted Stock and Restricted Stock
Units may be forfeited to the Company, and the other terms and conditions of such Awards.
(b) Transfer restrictions. Shares of Restricted Stock and Restricted Stock Units may not be sold, assigned,
transferred, pledged or otherwise encumbered, except, in the Case of Restricted Stock, as provided in the plan or the
applicable Award agreements. Certificates issues in respect of Shares of Restricted Stock shall be registered in the
name of the Participant and deposited by such Participant, together with a stock power endorsed in the blank with
the company. Upon the lapse of the restrictions applicable to such Shares of Restricted Stock, the Company shall
deliver such certificates to the Participant or the Participant’s legal representative.