CompUSA 2009 Annual Report Download - page 52

4
SECTION 5
Any Employee, including any officer or director of the Company, shall be eligible to be designated a
Participant.
Eligibility
SECTION 6
(a)
Stock Options
Grant
(b)
. Subject to the provisions of the Plan, the Committee shall have sole and complete
authority to determine the Employees to whom Options shall be granted, the number of Shares to be covered by
each Option, the option price therefor and the conditions and limitations applicable to the exercise of the Option.
The Award Agreement with respect to each Option shall specify if the Option is an Incentive Stock Option or a
Non-Qualified Stock Option. If the applicable Award Agreement does not so specify, such Option shall be a Non-
Qualified Stock Option. Incentive Stock Options only may be granted to employees of the Company.
Exercise Price
(c)
. The Committee in it sole discretion shall establish the exercise price at the
time each option is granted, but in no event shall the exercise price be less than the Fair Market Value of a share on
the date of grant.
Exercise
(d)
. Each Option shall be exercisable at such times and subject to such terms and
conditions as the Committee may, in its sole discretion, specify in the applicable Award Agreement or thereafter.
The Committee may impose such conditions with respect to the exercise of Options, including without limitation,
any relating to the application of federal or state securities laws, as it may deem necessary or advisable.
Payment
(e)
. No Shares shall be delivered pursuant to any exercise of an Option until payment in
full of the Option price thereof is received by the Company. Such payment may be made in cash, or its equivalent,
or, if and to the extent permitted by the Committee, by exchanging Shares owned by the optionee (which are not the
subject of any pledge or other security interest), or by a combination of the foregoing, provided that the combined
value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company as
of the date of such tender is at least equal to such Option price.
Restoration Options
(f)
. In the event that any Participant delivers Shares in payment of the
exercise price of any Option granted hereunder in accordance with Section 6(d), the Committee shall have the
authority to grant or provide for the automatic grant of a Restoration Option to such Participant. The Grant of a
Restoration Option shall be subject to the satisfaction of such conditions or criteria as the Committee in its sole
discretion shall establish from time to time. A Restoration Option shall entitle the holder therof to purchase a
number of Shares equal to the number of such Shares so delivered upon exercise of the original Option. A
Restoration Option shall have a per share exercise price of not less than 100% of the per Share Market Value on the
date of grant of such Restoration Option, a term no longer than the remaining term of the original option at the time
of exercise thereof, and such other terms and conditions as the Committee in its sole discretion shall determine.
Termination of Employment
(i)
. Except as otherwise provided in the applicable Award
Agreement, upon a Participant’ s termination of employment, the following shall apply:
Generally
(ii)
. If a Participant’ s employment terminates for any reason other than death,
disability or cause, then: (x) all Options not yet exercisable as of the date of such
termination shall expire on the date of such termination and (y) all options that are
exercisable as of the date of such termination shall remain exercisable for the three-
month period following such termination of employment.
Death or Disability. If a Participant’ s employment terminates due to the Participant’ s
death or disability, then: (x) all Options not yet exercisable as of the date of such
termination shall expire on the date of such termination and (y) all options that are