CompUSA 2009 Annual Report Download - page 32

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29
• Non-Financial Goals for 2010 (20% of total cash bonus target)
− Strategic Accomplishments (six specific goals weighted at an aggregated 80% of the total non-
financial goal): These goals relate to various strategic initiatives that the Compensation
Committee believes will enhance the Company’ s operational infrastructure.
− Corporate Governance Goals for 2010 (two specific goals weighted at 20% of the total non-
financial goal): These goals relate to continuing improvements in our internal processes that
the Compensation Committee believes will generally benefit shareholders.
Achievement of each of the target financial goals generates a variable target bonus payment (base case); reduced bonuses are
payable on a pro rata basis for each financial goal component, starting at achievement of in excess of 80% of the target financial goal
component amount up to 140% of the target financial goal component amount. Each 1% variance in actual achievement from the
100% level generates a 5% variance in the target bonus amount for that component, and no bonus is payable in respect of these
components if achievement is 80% or less of the target financial component goal amount. Increased bonuses (up to 300% of the target
bonus amount for each component) are payable on a pro rata basis for each financial goal component amount achieved. The non-
financial goals are measured based on whether or not the goal is either accomplished or not accomplished during the fiscal year.
Under the 2010 Bonus Plan, the Compensation Committee has set the following cash bonus target amounts for each of our named
executive officers, assuming achievement of the 2010 financial and non-financial goals at 100% base case target levels:
Richard Leeds
$1,100,000
Bruce Leeds
$ 750,000
Robert Leeds
$ 750,000
Gilbert Fiorentino
$1,950,000
Lawrence Reinhold
$ 825,000
The Compensation Committee believes these bonus levels are appropriate for each of our named executive officers.
The 2010 Bonus Plan imposes a cap on the total bonus that could be payable to any executive at 200% of the target base case
bonus. The Compensation Committee has the discretion to adjust financial targets based on such events as acquisitions or other one
time charges or gains, or other unforeseen circumstances, that can skew normal operating results. Targets and bonuses are also subject
to adjustment to prevent unreasonable results such as adjustments for mergers and acquisitions, one time charges or gains, etc.
Executives must generally be employed with the Company at the time the bonuses are paid out to receive the bonus.
In addition, the Board can demand repayment to the Company of any cash bonuses paid in the event that (i) the executive’ s
misconduct caused the Company to restate its reported financial results; (ii) the reported results created a bonus that would not have
been paid based on the restated results, or (ii) the executive engages in serious ethical misconduct.
Compensation Committee Report to Stockholders*
The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis required by
Item 402(b) of Regulation S-K, which appears in this proxy statement, with the management of Systemax. Based on this review and
discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in
Systemax’ s proxy statement on Schedule 14A.
COMPENSATION COMMITTEE
Robert D. Rosenthal (Chairman)
Stacy S. Dick
Marie Adler-Kravecas
*
The information contained in this Compensation Committee Report shall not be deemed to be “soliciting material” or to be “filed”