CompUSA 2009 Annual Report Download - page 40

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PROPOSAL TO APPROVE THE COMPANY'S 2010 LONG TERM INCENTIVE PLAN
Proposal No. 2 on Proxy Card
Action is to be taken at the Annual Meeting to approve the adoption of the Company’ s 2010 Long Term Incentive Plan. The
Company's Board of Directors has adopted the Systemax, Inc. 2010 Long Term Incentive Plan (the “Plan” or the “2010 Long Term
Plan”), subject to approval by the Company’ s shareholders.
The Company previously sponsored the 1999 Long-Term Stock Incentive Plan (the “1999 Plan”). The 1999 Plan expired on
December 31, 2009. As a result, no further awards are available for grant under the 1999 Plan and the 1999 Plan cannot be used for
future awards. Therefore, it is necessary for the Company to adopt the 2010 Long Term Plan to replace the 1999 Plan.
The following is a summary of the principal provisions of the 2010 Long Term Plan. This description of the 2010 Long Term Plan
is qualified in its entirety by reference to the full text of the 2010 Long Term Plan, which is set forth in the attached Annex A.
Purposes
The purposes of the 2010 Long Term Plan are to promote the interests of the Company and its stockholders by (i) attracting and
retaining exceptional executive personnel and other key employees, including consultants and advisors to the Company and its
affiliates; (ii) motivating such employees, consultants and advisors by means of performance-related incentives to achieve longer-range
performance goals; and (iii) enabling such employees, consultants and advisors to participate in the long-term growth and financial
success of the Company.
Types of Awards to Be Granted
The 2010 Long Term Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation
rights, restricted stock, restricted stock units, performance awards or other stock-based awards. Any of the foregoing is referred to as
an “Award.”
Eligibility and Conditions of Grant
Any employee of the Company or of any affiliate and any individual providing consulting or advisory services to the Company or
an affiliate, shall be eligible to receive an award under the 2010 Long Term Plan. The committee that administers the Plan shall
determine, in its sole discretion, the terms and conditions of any award.
No award shall be granted under the 2010 Long Term Plan after the fifth anniversary of the adoption of the plan by the Board of
Directors, except that “restoration options” may be granted after that date. Restoration options are options issued to optionees who
surrender then-owned shares in exercise of an option. Such options are issued with an exercise price equal to the fair market value at
the date of grant and a term equal to the remaining term of the then-exercised options and for no more than the number of shares
delivered in exercise of such options.
Shares Available Under the Plan
Subject to adjustment in the case of certain corporate changes, awards may be granted under the 2010 Long Term Plan with respect
to an aggregate of 7,500,000 shares of the Company’ s Common Stock. During a calendar year, awards may be granted to any
individual with respect to a maximum of 1,500,000 shares.
Administration
The 2010 Long Term Plan is administered by a committee (the “Committee”) which is designated by the Company's Board of
Directors to administer the 2010 Long Term Plan and consists of not less than two directors, each of whom, to the extent necessary to
comply with Rule 16b-3 promulgated by the SEC under the Securities Exchange Act (“Rule 16b-3”), and to the extent such persons are
available, is a “Non-Employee Director” within the meaning of Rule 16b-3 and, to the extent such persons are available, each of whom
is an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). If the
Committee does not exist, or for any other reason determined by the Board of Directors, the Board of Directors may act as the