CompUSA 2009 Annual Report Download - page 51

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3
“Substitute Awards” shall mean Awards granted in assumption of, or in substitution for,
outstanding awards previously granted by a company acquired by the Company or with which the Company
combines.
SECTION 3
(a) The Plan shall be administered by the Committee. Subject to the terms of the Plan and
applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan,
the Committee shall have full power and authority to (i) designate Participants; (ii) determine the type or types of
Awards to be granted to an eligible Employee; (iii) determine the number of Shares to be covered by, or with respect
to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms
and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be
settled or exercised in cash, Shares, other securities, other Awards or other property, or cancelled, forfeited, or
suspended and the method or methods by which Awards may be settled, exercised, cancelled, forfeited, or
suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities,
other Awards, other property, and other amounts payable with respect to an Award shall be deferred either
automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and
any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend or waive
rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan;
and (ix) make any other determination and take any other action that the Committee deems necessary or desirable
for the administration of the Plan. If the Committee does not exist or for any other reason determined by the Board,
the Board may act as the Committee.
Administration
(b) Unless otherwise expressly provided in the Plan, all designations, determinations,
interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion
of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including
the Company, and Affiliate, and Participant, any holder or beneficiary of any Award, any shareholder and any
Employee.
SECTION 4
(a) Subject to adjustment as provided in Section 12, the number of Shares with respect to which
Awards maybe granted under the Plan shall be 7,500,000. The maximum number of Shares which may be the
subject of Awards granted to any individual during any calendar year shall not exceed 1,500,000. If, after the
effective date of the Plan any Shares covered by an Award granted under the Plan, or to which such an Award
relates, are forfeited, or if an Award is settled for cash or otherwise terminates or is cancelled without the delivery of
Shares, the Shares covered by such Award, or to which such Award relates, or the number of Shares otherwise
counted against the aggregate number of Shares with respect to which Awards may be granted, to the extent of any
such settlement, forfeiture, termination or cancellation, shall again be, or shall become, Shares with respect to which
Awards granted;
Shares Available for Awards
provided, however
(b)
, that with respect to any Options or Stock Appreciation Rights granted to any
individual who is a “covered employee” as defined in Section 162(m) of the Code and the regulations thereunder
that is canceled or as to which the exercise price or grant price is reduced, the number of Shares subject to such
Options or Stock Appreciation Rights shall continue to count against the maximum number of Shares which may be
the subject of Options and Stock Appreciation Rights granted to such covered employee and such maximum number
of Shares shall be determined in accordance with Section 162(m) of the Code and regulations promulgated
thereunder. In the event that any Option or other Award granted hereunder is exercised through the delivery of
Shares, the number of Shares available for Awards under the Plan shall be increased by the number of Shares
surrendered.
Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to an Award
may consist, in whole or in part, of authorized and unissued and unissued Shares or of treasury Shares.