CompUSA 2010 Annual Report Download - page 43

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40
OPTION EXERCISES AND STOCK VESTED
The following table sets forth information regarding exercise of options to purchase shares of the
Company’ s common stock and vesting of restricted stock units by the named executive officers that exercised
options or whose restricted stock vested during fiscal year 2010:
Option Awards
Restricted Stock Units Awards
Name
(a)
Number of Shares
Acquired on Exercise
(#)
(b)
Value Realized on
Exercise
($) (1)
(c)
Number of Shares
Acquired on Vesting
(#)
(d)
Value Realized
on Vesting
($) (2)
(e)
Gilbert Fiorentino
100,000
$2,190,000
(1) The amount in this column reflects the aggregate dollar amount realized upon the exercise of the options,
determined by the difference between the market value of the underlying shares of common stock at exercise and the
exercise price of the options.
(2) The amount in this column reflects the aggregate dollar amount realized upon the vesting of the restricted stock
unit, determined by the market value of the underlying shares of common stock on the vesting date.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Gilbert Fiorentino10
Pursuant to Mr. Fiorentino’ s employment agreement, the Company may terminate the agreement without
cause on 30 days’ notice provided certain severance payments are made. If Mr. Fiorentino is terminated by the
Company without cause (as defined in the agreement), under most circumstances he would become vested in at least
half of the restricted stock units that were awarded to him (or all of such units under certain circumstances if a
“Qualified Change of Control” as, defined in the agreement, had occurred), subject to the Company’ s right to
redeem such units. In addition, Mr. Fiorentino is entitled to a special bonus of 0.85% of the total proceeds of a
“qualified” change of control transaction upon the first occurrence of a change of control meeting certain conditions.
Under his Employment Agreement, Mr. Fiorentino is entitled to 15 days notice of termination for cause,
and is provided with the opportunity (together with his counsel) to meet with the Executive Committee to discuss
the issues described in the notice. On April 18, 2011, the Company provided Mr. Fiorentino with notice of its intent
to terminate his employment pursuant to his Employment Agreement, and the Executive Committee meeting is
scheduled for May 3, 2011. Following the meeting the Company will make a final determination regarding Mr.
Fiorentino’ s employment. In the event he is terminated for cause, the Company is obligated to pay him any accrued
but unpaid base salary and vacation pay.
Mr. Fiorentino is subject to a two-year non-competition covenant following termination of employment,
although such period can be shortened to one year or lengthened to three years by the Company in the event of a
termination without “cause” (as defined). The Company is obligated to continue the employee’ s salary and certain
other benefits for such non-competition period after an early termination by (a) the Company other than for cause or
(b) the employee for “good reason” (as defined) or after the expiration of the agreement at its scheduled termination
10 See “Employment Arrangements of the Named Executive Officers- Gilbert Fiorentino” at page 33 for additional information.