CompUSA 2009 Annual Report Download - page 58

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10
grantee to whom such Option or Stock Appreciation Right was granted in partial
consideration for the exchange of the Option or Stock Appreciation Right.
(f) Outstanding Options and Stock Appreciation Rights – Other Changes
(g)
. In the event of any
change in the capitalization of the Company or a corporate change other than those specifically referred to in this
Section 12, the Committee may, in its sole discretion, make such adjustments in the number and class of shares
subject to Options and Stock Appreciation Rights outstanding on the date on which such change occurs and in the
per-share exercise price of each such Option and Stock Appreciation Right as the Committee may consider
appropriate to prevent dilution or enlargement of rights. In addition, if and to the extent the Committee determines it
is appropriate, the Committee may elect to cancel each Option and Stock Appreciation Right outstanding
immediately prior to such event (whether or not then exercisable), and, in full consideration of such cancellation,
pay to the grantee to whom such Option or Stock Appreciation Right was granted an amount in cash, for each Share
subject to such Option or Stock Appreciation Right, respectively, equal to the excess of (i) the Fair Market Value of
Shares on the date of such cancellation over (ii) the exercise price of such Option or Stock Appreciation Right.
No Other Rights
SECTION 14
. Except as expressly provided in the Plan, no grantee shall have any rights
by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any
increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or
consolidation of the Company or any other corporation. Except as expressly provided in the Plan, no issuance by
the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect,
and no adjustment by reason thereof shall be made with respect to, the number of Shares subject to an award or the
exercise price of any Option or Stock Appreciation Right.
(a)
General Provisions
Nontransferability
(b)
. Each Award, and each right under any Award, shall be exercisable only
by the Participant during a Participant's lifetime, if permissible under applicable law, by the Participant's guardian or
legal representative or by a transferee receiving such Award pursuant to a qualified domestic relations order
(“QDRO”), as determined by the Committee.
No Rights to Awards
(c)
. No Employee, Participant, or other Person shall have any claim to be
granted any Award, and there is no obligation for uniformity of treatment of Employees, Participants, or holders or
beneficiaries of Awards. The terms and conditions of Awards need not be same with respect to each recipient.
Share Certificates
(d)
. All certificates for Shares or other securities of the Company or any
Affiliate delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under the plan or the rules, regulations, and other
requirements of the Securities and Exchange Commission, and stock exchange upon which such Shares or other
securities are then listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends
to be put on any certificates to make appropriate references to such restrictions.
Delegation
(e)
. Subject to the terms of the Plan and applicable law, the Committee may delegate
to one or more officers or managers of the Company or any Affiliate, or to a committee of such officers or
managers, the authority, subject to such terms and limitations as the Committee shall determine, to grant Awards to,
or to cancel, modify or waive rights with respect to, or to alter, discontinue, suspend, or terminate Awards held by,
Employees who (i) are not officers or directors of the Company for purposes of section 16 of the Exchange Act, or
any successor section thereto, or who are otherwise not subject to such section, (ii) are not “covered employees”
under Section 162(m) of the Code and (iii) the Committee does not anticipate will become covered employees under
such Section.
Withholding. Any Participant may be required to pay the Company or any Affiliate with
respect to, and the Company or any Affiliate shall have the right and is hereby authorized to withhold from, any
Award, from any payment due or transfer made under any Award or under the Plan or from any compensation or
other amount owing to a Participant the amount (in cash, and to the extent approved by the Committee, Shares, other