CompUSA 2012 Annual Report Download - page 56

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On June 21, 2011 Systemax Inc. received notice that the Securities and Exchange Commission (“SEC”) had initiated a formal
investigation into the matters discovered by the Audit Committee’s internal investigation. The Company fully cooperated with the SEC in
its formal investigation and in February_2013, the SEC advised the Company that it had concluded its investigation and would not be
recommending that any action be taken against the Company.
Stock based compensation plans
The Company currently has five equity compensation plans which reserve shares of common stock for issuance to key employees,
directors, consultants and advisors to the Company. The following is a description of these plans:
The 1995 Long-term Stock Incentive Plan - This plan, adopted in 1995, allowed the Company to issue qualified, non-qualified and
deferred compensation stock options, stock appreciation rights, restricted stock and restricted unit grants, performance unit grants and
other stock based awards authorized by the Compensation Committee of the Board of Directors. Options issued under this plan expire ten
years after the options are granted. The ability to grant new awards under this plan ended on December 31, 2005 but awards granted prior
to such date continue until their expiration. A total of 25,359 options were outstanding under this plan as of December 31, 2012.
The 1995 Stock Option Plan for Non-Employee Directors - This plan, adopted in 1995, provides for automatic awards of non-qualified
options to directors of the Company who are not employees of the Company or its affiliates. All options granted under this plan will have
a ten year term from grant date and are immediately exercisable. A maximum of 100,000 shares may be granted for awards under this
plan. The ability to grant new awards under this plan ended on October 12, 2006 but awards granted prior to such date continue until their
expiration. A total of 12,250 options were outstanding under this plan as of December 31, 2012.
The 1999 Long-term Stock Incentive Plan, as amended (“1999 Plan”) - This plan was adopted on October 25, 1999 with substantially
the same terms and provisions as the 1995 Long-term Stock Incentive Plan. The Company increased the number of shares that may be
granted under this plan to a maximum of 7,500,000 from 5,000,000 shares. The maximum number of shares granted per type of award to
any individual may not exceed 1,500,000 in any calendar year and 3,000,000 in total. The ability to grant new awards under this plan
ended on December 31, 2009 but awards granted prior to such date continue until their expiration. A total of 607,950 options were
outstanding under this plan as of December 31, 2012.
The 2006 Stock Incentive Plan For Non-Employee Directors - This plan, adopted by the Company’s stockholders on October 11, 2006,
replaces the 1995 Stock Option Plan for Non-Employee Directors. The Company adopted the plan so that it could offer directors of the
Company who are not employees of the Company or of any entity in which the Company has more than a 50% equity interest
(“independent directors”) an opportunity to participate in the ownership of the Company by receiving options to purchase shares of
common stock at a price equal to the fair market value at the date of grant of the option and restricted stock awards. Awards for a
maximum of 200,000 shares may be granted under this plan. A total of 15,000 options were outstanding under this plan as of
December 31, 2012.
The 2010 Long-term Stock Incentive Plan (“2010 Plan”) -
This plan was adopted on April 23, 2010 with substantially the same terms and
provisions as the 1999 Long-term Stock Incentive Plan. The maximum number of shares granted per type of award to any individual may
not exceed 1,500,000 in any calendar year. Restricted stock grants and common stock awards reduce stock options otherwise available for
future grant. Awards for a maximum of 7,500,000 shares may be granted under this plan. A total of 692,500 options and 420,000
restricted stock units were outstanding under this plan as of December 31, 2012.
Table of Contents
9.
SHAREHOLDERS’ EQUITY
53