CompUSA 2009 Annual Report Download - page 37

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OPTION EXERCISES AND STOCK VESTED
The following table sets forth information regarding exercise of options to purchase shares of the Company’ s common stock and
vesting of restricted stock units by the named executive officers that exercised options or whose restricted stock vested during fiscal
year 2009:
Option Awards
Restricted Stock Units Awards
Name
Number of Shares
Acquired on Exercise
(#)
Value Realized on
Exercise
($)
(1)
Number of Shares
Acquired on Vesting
(#)
Value Realized
on Vesting
($)
(2)
(a)
(b)
(c)
(d)
(e)
Gilbert Fiorentino
20,000
$130,800
100,000
$1,322,000
(1) The amount in this column reflects the aggregate dollar amount realized upon the exercise of the options, determined by the
difference between the market value of the underlying shares of common stock at exercise and the exercise price of the options.
(2) The amount in this column reflects the aggregate dollar amount realized upon the vesting of the restricted stock unit, determined by
the market value of the underlying shares of common stock on the vesting date.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Gilbert Fiorentino
Pursuant to Mr. Fiorentino’ s employment agreement, the Company may terminate the agreement without cause on 30 days’ notice
provided certain severance payments are made. If Mr. Fiorentino is terminated by the Company without cause (as defined in the
agreement), under most circumstances he would become vested in at least half of the restricted stock units that were awarded to him (or
all of such units under certain circumstances if a “Qualified Change of Control” as, defined in the agreement, had occurred), subject to
the Company’ s right to redeem such units. In addition, Mr. Fiorentino is entitled to a special bonus of 0.85% of the total proceeds of a
“qualified” change of control transaction upon the first occurrence of a change of control meeting certain conditions.
Mr. Fiorentino is subject to a two-year non-competition covenant following termination of employment, although such period can
be shortened to one year or lengthened to three years by the Company in the event of a termination without “cause” (as defined). The
Company is obligated to continue the employee’ s salary and certain other benefits for such non-competition period after an early
termination by (a) the Company other than for cause or (b) the employee for “good reason” (as defined) or after the expiration of the
agreement at its scheduled termination date. In the event of a termination without “cause” by the Company or a termination by the
employee for “good reason,” certain unvested restricted stock units generally vest and certain options may vest. In certain instances the
Company has the right to redeem vested restricted stock units at fair market value.
Lawrence Reinhold
Mr. Reinhold’ s employment agreement is terminable upon death or total disability, by the Company for “cause” (as defined) or
without cause, or by the employee voluntarily for any reason or for “good reason” (as defined). In the event of termination for death,
disability, cause or voluntary termination by Mr. Reinhold, the Company will owe no further payments other than as applicable under
disability or medical plans, any accrued but unused vacation time (up to four weeks) and, in the event of termination for disability or
death, the pro rata portion of any bonus which would otherwise be paid. If Mr. Reinhold resigns for good reason or if the Company
terminates him for any reason other than disability, death or cause, he shall also receive severance payments equal to 12 months’ base
salary (or 24 months’ base salary if termination is within 60 days prior to or one year following a “change of control,” as defined), one
year’ s bonus based on his average annual bonus for the prior two years (unless he was employed for less than two years in which case
he will receive a prorated bonus) and a reimbursement of costs for COBRA insurance coverage in addition to the payments paid for
other terminations.