CompUSA 2010 Annual Report Download - page 33

Download and view the complete annual report

Please find page 33 of the 2010 CompUSA annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 108

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108

30
Strategic Accomplishments (six specific goals weighted at an aggregated 80% of the total non-
financial
goal): These goals relate to various strategic initiatives that the Compensation Committee
believes will enhance the Company’ s operational infrastructure.
Corporate Governance Goals for 2010 (two specific goals weighted at 20% of the total non-
financial goal):
These goals relate to continuing improvements in our internal processes that the
Compensation Committee believes will generally benefit stockholders.
Achievement of each of the target financial goals generates a variable target bonus payment (base case); reduced
bonuses are payable on a pro rata basis for each financial goal component, starting at achievement of in excess of
80% of the target financial goal component amount up to 140% of the target financial goal component
amount. Each 1% variance in actual achievement from the 100% level generates a 5% variance in the target bonus
amount for that component, and no bonus is payable in respect of these components if achievement is 80% or less of
the target financial component goal amount. Increased bonuses (up to 300% of the target bonus amount for each
component) are payable on a pro rata basis for each financial goal component amount achieved. The non-financial
goals are measured based on whether or not the goal is either accomplished or not accomplished during the fiscal
year.
Under the 2010 Bonus Plan, the Compensation Committee set the following cash bonus target amounts for
each of our named executive officers, assuming achievement of the 2010 financial and non-financial goals at 100%
base case target levels:
Richard Leeds
$1,100,000
Bruce Leeds
$ 750,000
Robert Leeds
$ 750,000
Lawrence Reinhold
$ 825,000
Gilbert Fiorentino4
$1,950,000
The Compensation Committee believes these bonus levels are appropriate for each of our named executive
officers.
The 2010 Bonus Plan imposed a cap on the total bonus that could be payable to any executive at 200% of
the target base case bonus. The Compensation Committee has the discretion to adjust financial targets based on
such events as acquisitions or other one time charges or gains, or other unforeseen circumstances, that can skew
normal operating results. Targets and bonuses were also subject to adjustment to prevent unreasonable results such
as adjustments for mergers and acquisitions, one time charges or gains, etc. Executives must generally be employed
with the Company at the time the bonuses are paid out to receive the bonus.
In addition, the Board can demand repayment to the Company of any cash bonuses paid in the event that (i)
the executive’ s misconduct caused the Company to restate its reported financial results; (ii) the reported results
created a bonus that would not have been paid based on the restated results, or (ii) the executive engages in serious
ethical misconduct.
2009 NEO Cash Bonus Plan
Under the Company s 2009 Executive Incentive Plan (approved by stockholders in March 2008 and first
implemented for the payment of non-equity compensation to NEO’ s for 2009) executive officers of the Company
were eligible to receive an annual cash bonus, based on the Company’ s achievement of certain performance-based
goals established by the Compensation Committee relating to Operational and Financial Performance, Strategic
Accomplishments and Corporate Governance and Oversight. The amount of any annual award would vary based on
performance, and was determined for each participant as a multiple of the participant’ s base salary for that year
4 Mr. Fiorentino is on administrative leave from his position with the Company. See “Employment Arrangements of the Named
Executive Officers- Gilbert Fiorentino” at page 33 and “Potential Payments Upon Termination or Change of Control- Gilbert
Fiorentino” at page 40 for additional information.