**Exhibit 99.2**

 

**COMPENSATIONCOMMITTEE CHARTER**

 

**FOR**

 

**SYSTEMAXINC.**

 

**(revised  February 23, 2009)**

 

Purpose of Committee

 

The purpose of theCompensation Committee (the “**Committee**”) ofthe Board of Directors (the “**Board**”) ofSystemax Inc. (the “**Company**”) is toperform the functions described below under “Committee Duties andResponsibilities” in order to discharge the Board’s responsibilities relatingto compensation of the Company’s.

 

In pursuing its purpose,the Committee shall ensure that (a) a proper system of long-term and short-termcompensation is in place for management, and (b) compensation plans areappropriate, competitive and properly reflect the objectives and performance ofmanagement and the Company.

 

Committee Duties andResponsibilities

 

The Committee’s dutiesand responsibilities are to:

 

1.                                       Reviewand approve corporate goals and objectives relevant to the compensation of theChief Executive Officer and, after an evaluation of the Chief Executive Officer’sperformance in light of those goals and objectives, set the compensation of theChief Executive Officer. In determining the long-term incentive component ofthe Chief Executive Officer’s compensation, the Committee should consider,among other factors, the Company’s performance and relative shareholder return,the value of similar incentive awards for chief executive officers atcomparable companies and the awards given to the Chief Executive Officer inpast years;

 

2.                                       Review,and make periodic recommendations to the Board with respect to, the generalcompensation, benefits and perquisites policies and practices of the Company,including, without limitation, the Company’s incentive-compensation plans andequity-based compensation plans. In circumstances in which equity-based compensationplans are not subject to shareholder approval, such plans shall be subject toCommittee approval;

 

3.                                       Producean annual report on executive compensation for inclusion in the Company’s proxystatement, and otherwise report to the shareholders of the Company in accordancewith the rules and regulations of the U.S. Securities and ExchangeCommission;

 

4.                                       Evaluatethe competitiveness of the compensation of the executive officers;

 

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5.                                       Periodicallyreview the compensation paid to any non-employee directors and make recommendationsto the Board for any adjustments; and

 

6.                                       Performsuch other duties as the Board may assign to the Committee with respect to theCompany’s compensation policies.

 

Committee Membership

 

The Committee shallconsist of at least three members of the Board. The members of the Committeeshall be appointed by the Board, and shall serve at the pleasure of the Boardfor such term or terms as the Board may determine. Each member of the Committeeshall be (a) “independent” in accordance with the rules andregulations of the SEC and the pertinent listing standards of the New YorkStock Exchange and (b) a “non-employee director” within the meaning of Rule 16b-3of the Securities Exchange Act of 1934, as amended.  In addition, at least two members of the Committeemust qualify as “outside directors” under Section 162(m) of theInternal Revenue Code of 1986.

 

Committee Structure andOperations

 

A majority of theCommittee shall constitute a quorum. The Board shall designate a member of theCommittee as its chairperson. The Committee may act by a majority of themembers present at a meeting of the Committee. In the event of a tie vote onany issue, the chairperson’s vote shall decide the issue. The Committee shallmeet in person or telephonically at least once a year at a time and placedetermined by the Committee chairperson, with further meetings to occur whendeemed necessary or desirable by the Committee or its chairperson. TheCommittee may delegate some or all of its duties to a subcommittee comprisingone or more members of the Committee. The Committee may ask members ofmanagement or others whose advice and counsel are relevant to the issues thenbeing considered by the Committee to attend any meetings and to provide suchpertinent information as the Committee may request. The Committee shall reportto the Board at least once a year.

 

Performance Evaluation

 

The Committee shallannually compare its performance with the requirements of this charter, set forthits objectives for the next year and recommend changes in this charter, if any,considered appropriate by the Committee. Such evaluation shall be reported tothe Board in such manner as the Committee from time to time determines.

 

Surveys and Studies

 

The Committee may conductor authorize surveys or studies of matters within the Committee’s scope ofresponsibilities as described above, including, but not limited to, surveys orstudies of compensation practices in relevant industries, to maintain theCompany’s competitiveness and ability to recruit and retain highly qualifiedpersonnel, and may retain and terminate, at the expense of the Company,independent counsel or other consultants necessary to assist in any 

 

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such survey or study. Ifany compensation consultant or firm is to assist in the evaluation of director,chief executive officer or senior executive compensation, the Committee shallhave the sole authority to retain and terminate the compensation consultant orfirm and approve such firm or person’s fees and other retention terms.

 

Nothing contained in thischarter is intended to, or should be construed as, creating any responsibilityor liability of the members of the Committee except to the extent otherwise providedunder applicable Delaware law which shall continue to set the legal standardfor the conduct of the members of the Committee.

 

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