CompUSA 2009 Annual Report Download - page 41

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38
Committee. The Committee or the Board of Directors may delegate to one or more officers or managers of the Company the authority
to designate the individuals who will receive Awards under the Plan and certain administrative functions related to those awards,
provided that the Committee shall itself grant all Awards to those individuals who could reasonably be considered to be subject to the
insider trading provisions of Section 16 of the 1934 Act or whose Awards could reasonably be expected to be subject to the deduction
limitations of Section 162(m) of the Code.
The Committee determines the persons who will receive Awards, the type of Awards granted, and the number of shares subject to
each Award. The Committee also determines the prices, expiration dates, vesting schedule, forfeiture provisions and other material
features of Awards. The Committee has the authority to interpret and construe any provision of the Plan and to adopt such rules and
regulations for administering the Plan as it deems necessary or appropriate. All decisions and determinations of the Committee are
final, binding and conclusive on all parties.
Adjustments
In the event of certain corporate actions affecting the Company’ s stock, including, for example, a recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation or spin-off, the Committee shall adjust the number of shares of Common
Stock available for grant under the Plan and any shall adjust outstanding Awards (including the number of shares subject to the Awards
and the exercise price of stock options) in order to prevent dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan or those Awards.
Amendment and Termination of the Plan
The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that no such
amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is
necessary to comply with any tax or regulatory requirement. Notwithstanding anything to the contrary herein, the Committee may
amend the Plan in such manner as may be necessary so as to have the Plan conform to the local rules and regulations in any jurisdiction
outside the United States.
The Committee may amend any Award, including an amendment that reduces the exercise price, except that consent of the Award
recipient is necessary if the amendment would impair the recipient’ s rights under the Award.
Summary of Awards Available Under the Plan
Non-Qualified Stock Options. The exercise price per share of each NQO granted under the Plan is determined by the Committee
on the grant date and will not be less than the fair market value of a share of Stock on the grant date. Each NQO is exercisable for a
term, not to exceed ten years, established by the Committee on the grant date. The exercise price must be paid in cash or, subject to the
approval of the Committee, in shares of Stock valued at their fair market value on the date of exercise or by such other method as the
Committee may from time to time prescribe.
The Plan contains provisions applicable to the exercise of NQOs subsequent to a grantee’ s termination of employment for “cause,”
other than for cause, or due to “disability” (as each such term is defined in the Plan) or death. These provisions apply unless the
Committee establishes alternative provisions with respect to an Award. In general, these provisions provide that NQOs that are not
exercisable at the time of such termination shall expire upon the termination of employment and NQOs that are exercisable at the time
of such termination shall remain exercisable until the earlier of the expiration of their original term and (i) in the event of a grantee’ s
termination other than for cause, the expiration of three months after such termination of employment and (ii) in the event of a
grantee’ s disability or death, the first anniversary of such termination. In the event the Company terminates the grantee’ s employment
for cause, all NQOs held by the grantee, whether or not then exercisable, terminate immediately as of the commencement of business
on the date of termination of employment.
Stock options generally are not transferrable other than by will or the laws of descent and distribution, except that the Committee
may permit transfers to the grantee’ s family members or trusts for the benefit of family members.
Incentive Stock Options. Generally, ISOs are options that may provide certain federal income tax benefits to a grantee not
available with NQOs. An ISO has the same Plan provisions as a NQO (including with respect to various termination events as
described above, except that: