CompUSA 2011 Annual Report Download - page 61

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(d) Board of Directors
: You will be considered for appointment to the Board after the first anniversary of the Commencement
Date. Following your appointment to the Board, in the event your employment is terminated for any reason, you hereby agree that you shall resign
and/or hereby agree that you shall be deemed to have resigned as a member of the Board and/or from any committee of the Board on which you then
serve, and/or from any officer or director position the Employee may hold with any subsidiary or affiliate of the Company, concurrent with such
termination of employment.
2. Compensation .
(a) Base Salary
. For the performance of all duties, responsibilities and services by the Employee hereunder during the
Employment Period, the Company shall pay to the Employee, and the Employee agrees to accept, a base salary (the “Base Salary”)
at an annual rate of
Seven Hundred Thousand Dollars ($700,000), payable in accordance with the Company’
s normal payroll practices for its senior executives. Your
Base Salary will be reviewed annually by the Company and may be increased (but not decreased except pursuant to clause (iii) of the definition of
“Good Reason” in Section 3(d) hereof) in the discretion of the Company.
(b) Annual Cash Bonus
. You shall be eligible to earn a target cash bonus of Seven Hundred Thousand Dollars ($700,000) during
each year of the Employment Period based on meeting the performance objectives established for you by the Company (the “Bonus”).
In calculating
your total Bonus to be paid in respect of any year (or portion thereof) for which you are employed, 75% of the Bonus will be based on the performance
objectives for the North America Technology Products Group results and accomplishments and 25% of the Bonus will be based on the performance
objectives for the Company NEO Cash Bonus Plan for the applicable year. The Bonus, if earned, shall be paid by the Company to you within 75 days
following the end of each year during the Employment Period in accordance with the Company’
s annual bonus practices for its senior
executives. Your annual target cash bonus will be reviewed annually by the Company and may be increased (but not decreased) in the discretion of
the Company. The Bonus for the portion of the first year of the Employment Period for which you are employed shall be prorated for the portion of
the year in which you were employed.
(c) Relocation Bonus . You shall be entitled to a one-
time cash relocation bonus of Three Hundred Thousand Dollars ($300,000)
payable within 30 days of the relocation of your primary residence to Miami, Florida (the “Relocation Bonus”),
subject to tax withholding, and subject
to the last two sentences of Section 2(k) hereof.
(d) Special Cash Bonus . You shall be eligible to earn a one-
time cash bonus of Two Million Dollars ($2,000,000) upon the North
America Technology Products Group’
s achievement of 4% operating margin target for two consecutive full fiscal years, with the first year being no
later than the year ending December 31, 2014 (the “Special Cash Bonus”).
This bonus is intended to reward improvement of the profitability of the
existing business on a sustainable basis; accordingly, measurement of achievement will exclude revenues and expenses that are special, unusual non-
recurring or one-time in nature (including, without limitation, those referenced in Section 10 of the Company’
s 2010 Long Term Incentive Plan).
Further, it is intended that revenues during the measurement period will be greater than as reported for fiscal 2011 ( i.e.
, simply shutting down any
lower margin segment of the business in order to achieve the operating margin target is not intended to be rewarded) and accordingly, notwithstanding
stand alone operating margin performance, the Special Cash Bonus shall not be payable in respect of any period for which the Company’
s revenues are
not at least greater than the level of such revenues for the comparable prior year period. The achievement of such objectives shall be determined by the
Compensation Committee of the Board (the “Compensation Committee”)
in its discretion (and due to the adjustments referenced above shall not be
based on the Company’
s publicly reported operating margin results) and if earned, shall be paid by the Company to you within 75 days following the
end of the year during which the objective was met. In determining operating margin for purposes of the Special Cash Bonus, the Special Cash Bonus
shall be excluded as an expense.
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