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Annex A
SYSTEMAX INC.
2010 Long-Term Incentive Plan
SECTION 1 Purpose
The purposes of this Systemax Inc. 2010 Long Term Incentive Plan are to promote the interests of
Systemax Inc. 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, as defined below; (ii) motivating
such employees, consultants and advisors by means of performance-related incentives to achieve longer-ranger
performance goals; and (iii) enabling such employees, consultants and advisors to participate in the long-term
growth and financial success of the Company.
SECTION 2
As used in the plan, the following terms shall have the meanings set forth below:
Definitions
“Affiliate” shall mean any entity that, directly or indirectly, is controlled by the Company, as
determined by the Committee.
“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Restricted
Stock Unit, Performance Award or other Stock-Based Award.
“Award Agreement” shall mean any written agreement, contract, or other instrument or document
evidencing any Award, including an employment agreement, which may, but need not, be executed or
acknowledged by a Participant.
“Board” shall mean the Board of Directors of the Company.
“Cause” shall be the same as defined under any Award Agreement or any other agreement
governing the relationship between the Participant and the Company. If there is no such definition, Cause shall
mean (i) the Participant’ s willful and intentional repeated failure or refusal, continuing after notice that specifically
identifies the breach(es) complained of, to perform substantially his or her material duties, responsibilities and
obligations (other than a failure resulting from grantee’ s physical or mental incapacity), and which failure or refusal
results in demonstrable direct and material injury to the Company; (ii) any willful and intentional act or failure to act
involving fraud, misrepresentation, theft, embezzlement, dishonesty or moral turpitude (collectively, “Fraud”) which
results in demonstrable direct and material injury to the Company; and (iii) conviction of (or a plea of nolo
contendere to) an offense which is a felony in the jurisdiction involved or which is a misdemeanor in the jurisdiction
involved but which involves Fraud.
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
“Committee” shall mean a committee of the Board designated by the Board to administer the Plan
and composed of not less than two directors, each of whom, to the extent necessary to comply with Rule 16b-3 and
to the extent that such persons are available, is a “Non-Employee Director” within the meaning of Rule 16b-3 and,
to the extent that such persons are available, each of whom is an “outside director” within the meaning of Section
162 (m) of the Code.
“Company” shall mean Systemax Inc., together with any successor thereto.
“Disability” shall mean any physical or mental condition that would qualify a grantee for a
disability benefit under the long-term disability plan maintained by the Company or, if there is no such plan, a