CompUSA 2009 Annual Report Download - page 38

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Termination of Employment Without Change In Control
The table below sets forth the severance payments that would have been made had the employment of Mr. Fiorentino or Mr.
Reinhold (as defined in their employment agreements) been terminated without cause in a situation not involving a change in control,
based on a hypothetical termination date of January 2, 2010, the last day of the Company’ s fiscal year 2009, and using the closing price
of our common stock on December 31, 2009. These amounts are estimates and the actual amounts to be paid can only be determined at
the time of the termination of the officer’ s employment.
Name
Cash Compensation
(Salary and Bonus)
($)
Value of Accelerated
Vesting
of Stock Awards
($)
Medical and
Other Benefits
($)
Total
($)
Gilbert Fiorentino
3,247,756 (1)
1,571,000 (2)
34,800 (3)
4,853,556
Lawrence P. Reinhold
1,190,825 (4)
-
-
1,190,825
(1) Represents two years’ salary of $501,378 per year and cash bonus of $2,245,000 for fiscal year 2009.
(2) Represents accelerated vesting of 100,000 restricted stock units.
(3) Represents two years’ medical and other benefits.
(4) Represents one year’ s salary of $471,625 and cash bonus of $719,200 for fiscal year 2009.
Change In Control Payments
The table below sets forth the change in control payments that would have been made based on a hypothetical change of control
date of January 2, 2010, the last day of the Company’ s fiscal year 2009, and using the closing price of our common stock on December
31, 2009. These amounts are estimates and the actual amounts to be paid can only be determined at the time of the change of control.
Name
Cash Compensation
(Salary and Bonus)
($)
Value of
Accelerated Vesting
of Stock Awards
($)
Medical and
Other Benefits
($)
Total
($)
Gilbert Fiorentino
3,247,756 (1)(2)
6,284,000 (3)
34,800 (4)
9,566,556 (5)
Lawrence P. Reinhold
1,554,450 (6)
-
34,800
1,589,250 (7)
(1) Represents two years’ salary of $501,378 per year and cash bonus of $2,245,000 for fiscal year 2009.
(2) Upon a “Qualifying Change of Control” as defined in his employment agreement, Mr. Fiorentino would also receive 0.85% of
“Qualifying Value” of “Qualifying Change of Control” transaction as defined in his employment agreement.
(3) Represents accelerated vesting of 400,000 restricted stock units.
(4) Upon a change in control, Mr. Fiorentino may be subject to certain excise taxes under Section 280G of the Code. The Company has
agreed to reimburse Mr. Fiorentino for those excise taxes as well as for any income and excise taxes payable by the officers as a result
of any such reimbursement capped at $6 million in the aggregate.
(5) Plus additional amounts for a “Qualifying Change of Control” payment as described in footnote (2). Reimbursement of excise taxes
as described in footnote (4) may also be due.
(6) Represents two years’ salary of $471,625 per year and a cash bonus of $719,200 for fiscal year 2009.
(7) Payments are to Mr. Reinhold only if he is terminated without “cause” or resigns for “good reason” within 60 days prior to, or one
year following, a Change of Control.