EXHIBIT
10.1


 


EXECUTIVE
BONUS PLAN


PLAN
DOCUMENT


 


The Board of Directors of Electronics Boutique
Holdings Corp. has established this Executive Bonus Plan.  The purpose of the plan is to reward senior
executives for creating value for shareholders by meeting and exceeding both
short-term and long-term corporate goals and to promote a superior level of
performance through payment of incentive compensation beyond base salary.


 


1.1 – Definitions


 


Various
terms used in the plan are defined as follows:


 


Award
Calculation:  Award expressed as a
percent of participant’s base salary at the end of the plan year.


 


Award
Distribution:  Award expressed as cash.


 


Base
Salary:  The base salary at the end of
the plan year, excluding any bonuses.


 


Board
of Directors:  The Board of Directors of
Electronics Boutique Holdings Corp.


 


Compensation
Committee:  The Compensation Committee of
the Board of Directors of Electronics Boutique Holdings Corp.


 


The
Company:  Electronics Boutique Holdings
Corp. and its subsidiaries and affiliates.


 


Plan
Participant:  Active, full-time
associates of Electronics Boutique Holdings Corp. (or its subsidiaries or
affiliates) who meet the eligibility criteria established in Section 2.2.


 


Plan
Year:  Electronics Boutique Holdings
Corp. fiscal year.


 


1.2 – Eligibility to Participate


 


All participants must be approved by the
Compensation Committee and hold one of the following positions:  Chief Executive Officer, President, Chief
Operating Officer, Chief Financial Officer, Chief Information Officer, Executive
Vice President or Senior Vice President. 
The Compensation Committee must approve any exceptions or additions to
the list of eligible associates.  No
other executive position qualifies for inclusion in this plan unless
communicated to the individual in writing by the Compensation Committee.


 


An individual must be an active associate in an
eligible position by October 31 of the applicable plan year to qualify for
any portion of the bonus.  The associate
must still be in that position (without tendered resignation) as of the date of
the payout to receive payment of any portion of the bonus.


 


An associate hired or promoted into an eligible
position prior to August 1 of the plan year is eligible to be paid up to
the maximum bonus percentage designated in his/her employment agreement.  Any award paid to an associate hired or
promoted between August 1 and October 31 of the plan year will 


 





















 


be
pro-rated according to length of service in the new position.  Pro-rated bonus amounts based on service are
as follows:


 


	
  Hire/Promotion Date

  	
   

  	
  Pro-rated Bonus Amount

  	
   

  
	
  August 1
  - September 15

  	
   

  	
  1/2 of
  eligible award

  	
   

  
	
  September 16
  - October 31

  	
   

  	
  1/3 of
  eligible award

  	
   

  



 


If a plan participant’s employment with the Company
has been terminated or the plan participant has tendered his/her resignation
prior to the award distribution date, he/she is not eligible to receive an
award or any portion of an award. 
However, if the active full-time service with the Company of a plan
participant is terminated by disability or retirement, or if a participant is
on an approved leave of absence, the Compensation Committee may, at their
complete and absolute discretion, approve an award to a plan participant based
on the proportion of the plan year that he/she was in active service with the
Company.  If a plan participant’s
employment with the Company is terminated as a result of the death of the plan
participant, the date of termination of a plan participant’s employment with
the Company for the sole purpose of determining eligibility under the Plan
shall be deemed to be the date of death. 
If a plan participant’s employment with the Company is terminated based
upon a wrongful termination, a breach of a plan participant’s employment
agreement by the Company, or a change in control of the Company (as such events
are described in the plan participant’ s employment agreement), the date of
termination of a plan participant’s employment with the Company for the sole
purpose of determining eligibility under the Plan shall be deemed to be the date
for termination of compensation and benefits set forth in such plan
participant’s employment agreement.


 


1.3 - Activating the Plan


 


The operation of the plan is predicated on achieving
and exceeding performance goals.  The
Board of Directors will approve the corporate goals for each plan year.


 


1.4 – Calculation of Awards


 


The calculation of the bonus award for the plan
participants is based on achievement of corporate performance goals.  At the Compensation Committee’s discretion,
bonus award calculations may range from 0% of base salary to 100% of base
salary, with the target bonus for each participant to be in the amount set
forth in such executive’s employment agreement.


 


1.5 – Distribution of Awards


 


Distribution of all awards will be made during the first
fiscal quarter following the plan year. 
Distributions must be approved by the Compensation Committee.  In the event of death, any approved award as
outlined in Section 2.2 will become payable to the designated beneficiary
of the participant as recorded under the Company’s group life insurance
program, or in the absence of a valid designation, to the participant’s
estate.  Distribution of awards will be
in cash.


 


1.6 – Plan Administration


 


The Compensation Committee shall, with respect to
the plan, have full power and authority to construe, interpret and manage,
control and administer this plan, and to decide upon cases in conformity with
the objectives of the plan under such rules as the Committee may establish.


 





















 


Subject to the provisions of the plan, the
Compensation Committee will determine the award for the Chief Executive Officer
(and the President if such position is held by the Chief Executive
Officer).  The Chief Executive Officer
will recommend the awards for the other executives (including the President if
such position is not held by the Chief Executive Officer) for the Committee’s
consideration and approval.


 


Any decision made or action taken by the Board of
Directors or the Compensation Committee arising out of, or in connection with
the administration, interpretation and effect of the plan shall be at their
absolute discretion and will be conclusive and binding on all parties.


 


In the event of any conflict between the plan and a
plan participant’s employment agreement with the Company, the plan
participant’s employment agreement with the Company shall control.


 


No member of the Board of Directors or the
Compensation Committee shall be liable for any act or action hereunder, whether
of omission or commission, by a plan participant or employee or by any agent to
whom duties in connection with the administration of the plan have been
delegated in accordance with the provisions of the plan.


 


1.7 – Amendment, Modification, Suspension or
Termination


 


The Company reserves the right, by and through its
Board of Directors, to amend, modify, suspend, reinstate or terminate all or
any part of the plan.  The Chief
Executive Officer will give prompt written notice to each participant of any
amendment, suspension or termination or any material modification of the
plan.  The Board of Directors also
reserves the right to adjust or eliminate award payments that resulted from
fraudulent activity.


 


1.8 – Effective Date of the Plan


 


The initial effective date of the plan is February 1,
2005 and the first day of the Company’s fiscal year for succeeding plan years,
subject to the determination of new corporate goals for subsequent years.


 


1.9 – Employer Relation with Participants


 


Neither the establishment nor the maintenance of the
plan shall be construed as conferring any legal rights upon any participant or
any person for a continuation of employment, nor shall it interfere with the
right of an employer to discharge any participant or otherwise deal with
him/her without regard to the existence of the plan.


 


1.10 – Governing Law


 


Except to the extent pre-empted under federal law,
the provisions of the plan shall be construed, administered and enforced in
accordance with the domestic internal law of the 

Commonwealth of Pennsylvania.