CompUSA 2009 Annual Report Download - page 55

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7
(d) Maximum Award
SECTION 10
. The maximum amount with respect to which Performance Awards may be
granted to a Participant in a calendar year shall be (i) $10,000,000 with respect to Performance Awards denominated
in cash and (ii) 1,500,000 Shares with respect to Performance Awards denominated in Shares.
(a)
Performance-Based Awards
Objective Performance Goals, Formulae or Standards
(i) The Committee shall establish a “performance period,” which may be the fiscal year or
any other specified period.
. The grant of Restricted Stock,
Restricted Stock Units or Performance Awards, or the lapse of restrictions or vesting with respect to such Awards
may be based on the attainment of one or more objective performance goals intended to comply with Section
162(m) of the Code. In such a case, the following shall apply:
(ii) Prior to the start of the performance period or within ninety (90) days after the beginning
of the performance period, or, if sooner, within the first 25% of the performance period,
and while the outcome of the performance goals are substantially uncertain, the
Committee shall establish in writing the performance goals and the applicable vesting
percentage of the Restricted Stock, Restricted Stock Units or Performance Awards
applicable to each Participant or class of Participants.
(iii) The applicable performance goals shall be based on one or more of the following
performance criteria: share price, revenues, earnings (including but not limited to
EBITDA), earnings per share, return on equity, expenses, and objective strategic business
and governance goals. Each such performance goal may (1) be expressed with respect to
the Company as a whole or with respect to one or more divisions or business units, (2) be
expressed on a pre-tax or after-tax basis, (3) be expressed on an absolute and/or relative
basis, (4) employ comparisons with past performance of the Company (including one or
more divisions) and/or (5) employ comparisons with the current or past performance of
other companies, and in the case of earnings-based measures, may employ comparisons
to capital, stockholders’ equity and shares outstanding. Prior to the lapse of restrictions or
vesting of Restricted Stock or Restricted Stock Units which are based on one or more of
the performance goals hereunder, the Committee shall certify in writing (which may be
by approved minutes) that the applicable performance goals were in fact satisfied.
To the extent applicable, the measures used in performance goals set under the Plan shall
be determined in a manner consistent with the methods used in the Company’ s regular
reports on Forms 10-K and 10-Q, without regard to any of the following, unless
otherwise determined by the Committee consistent with the requirements of Section
162(m)(4)(C) and the regulations thereunder:
(A) all items of gain, loss or expense for a fiscal year that are related to special,
unusual or non-recurring items, events or circumstances affecting the Company
or the financial statements of the Company;
(B) all items of gain, loss or expense for a fiscal year that are related to (i) the
disposal of a business or discontinued operations or (ii) the operations of any
business acquired by Company during the fiscal year;
(C) all items of gain, loss or expense for a fiscal year that are related to changes in
accounting principles or to changes in applicable law or regulations; and
(D) any similar items that would affect comparability of the performance goals.