exv10w6



 








Exhibit 10.6




GAMESTOP CORP.




SUPPLEMENTAL COMPENSATION PLAN




     GameStop Corp., a Delaware corporation (the “Company”), hereby adopts the GameStop Corp.
Supplemental Compensation Plan (the “Plan”). The Company intends that bonus compensation payable
pursuant to this Plan shall constitute “performance-based compensation” within the meaning of
Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”),
and the regulations from time to time promulgated thereunder.



     1. Purposes of Plan. The purposes of the Plan are to provide personal incentive and
financial rewards to senior management who, because of the extent of their responsibilities, can
and do make significant contributions to the success of the Corporation by their ability, industry,
loyalty and exceptional services, by making them participants in that success.



     2. Eligible Employees. The Company’s Chief Executive Officer (the “CEO”), the
Company’s Chief Operating Officer (the “COO”), and such other executive officers of the Company as
may from time to time be designated as Plan participants by the Committee (as defined herein),
shall be eligible to receive cash bonus awards under the Plan. The CEO, the COO and each other
executive officer designated by the Committee concurrently with or prior to the establishment of
the applicable Target pursuant to Section 6 below for any Plan Year (or, if later, prior to the
commencement of such individual’s service as an executive officer or such other time as shall be
specified under Section 162(m)) shall be an “Eligible Participant” for such Plan Year. The
Committee’s designation of a participant in any year shall not require the Committee to designate
such person to be a participant in any other year.



     3. Plan Year. The Plan Year shall be the fiscal year of the Company. The Company’s
fiscal year ending January 31, 2004 shall be the first Plan Year.



     4. Effective Date. The Plan was adopted by the Board of Directors on May 14, 2003 and
shall become effective upon approval of the material terms hereof by the Company’s stockholders in
accordance with the requirements of Section 162(m).



     5. Administration.



          (a) The Committee. The term “Committee” as used herein shall mean the Committee of the Board
of Directors or such other committee of the Board of Directors designated to administer this Plan,
in either case consisting of two or more members of the Board and with each such member qualifying
as an outside director as defined under Section 162(m).




          (b) Authority. Subject to the provisions of the Plan, the Committee shall interpret the Plan
and the awards granted under the Plan, shall make all other determinations necessary or advisable
for the administration of the Plan and shall correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any award, in the manner and to the extent the Committee deems
desirable to carry the Plan or award into effect.




          (c) Procedure. All determinations of the Committee shall be made by not less than a majority
of its members at a meeting at which a quorum is present. A majority of the entire Committee shall
constitute a quorum for the transaction of business. Any action required or permitted to be taken
at a meeting of the Committee may be taken without a meeting, if a unanimous written consent which
sets forth the action is signed by each member of the Committee and filed with the minutes of the
proceedings of the Committee. No member of the Committee shall be liable, in the absence of bad
faith, for any act or omission with respect to his services. Without limiting the generality of
the foregoing or the scope of any
applicable provision of the Company’s Certificate of
Incorporation or Bylaws or any indemnification


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 agreement, no member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any award granted thereunder.



     6. Awards. Not later than 90 days after the commencement of each Plan Year (and
before 25% of the relevant period of service for each Eligible Participant has elapsed), the
Committee shall establish in writing separately for each Eligible Participant (a) the percentage of
such Eligible Participant’s base salary that shall be the subject of an award and (b) a performance
target (the “Target”), the attainment of which shall be substantially uncertain.



     The Committee may establish performance targets based on one or more of the following
performance measures (either individually or in any combination): net sales; pretax income before
allocation of corporate overhead and bonus; budget; earnings per share; net income; division, group
or corporate financial goals; return on stockholders’ equity; return on assets; attainment of
strategic and/or operational initiatives; appreciation in and/or maintenance of the price of the
Class A common stock or any other publicly-traded securities of the Company; market share; gross
profits; earnings before taxes; earnings before interest and taxes; earnings before interest,
taxes, depreciation and amortization; economic value-added models; comparisons with various stock
market indices and/or similar companies; and/or reductions in costs.



     Targets which are based in whole or part on per share amounts, such as earnings per share,
shall be, and, at the discretion of the Committee, any other Targets may be, subject to adjustment
for recapitalizations, dividends, stock splits and reverse splits, reorganizations, issuances of
additional shares, redemptions of shares, option or warrant exercises, reclassifications,
significant acquisitions and divestitures or other extraordinary events.



     Each Eligible Participant will receive a cash bonus in the amount of the pre-determined
percentage of his or her base salary (the “Target Bonus”) as follows:



	 	 	 	 	 
	 	 	Then the Percentage of the	 
	If the Plan Year Results were:	 	Target Bonus Received is:	 
	Less than 85% of Target
	 	None
	85% or more but less than 90% of Target
	 	 	50	%
	90% or more but less than 100% of Target
	 	 	75	%
	100% or more but less than 110% of Target
	 	 	100	%
	110% or more but less than 125% of Target
	 	 	110	%
	125% or more of Target
	 	 	125	%






     Notwithstanding the foregoing, in no event shall the maximum cash bonus payable to any
Eligible Participant under the Plan exceed $1,500,000 with respect to any Plan Year. Cash bonuses
will not become payable and will not be paid until the Committee certifies the extent to which the
Target has been attained.



     The pre-determined percentage for any one participant and/or the performance measures or
targets relating thereto may be different than or the same as that of any other participant and, as
for each participant, may be different than or the same as applied to such participant in any prior
year.



     7. Form and Payment of Awards. Awards to Eligible Participants shall be made only
when the Committee has certified that the Targets have been attained. Awards shall be made in cash
and shall be payable in a lump sum.



     All awards shall be paid from the general funds of the Company and no special or separate fund
shall be established and no other segregation of assets shall be made to assure the payment of
awards
hereunder. An Eligible Participant shall have no right, title, or interest whatsoever in or
to any investments which the Company may make to aid it in meeting its obligations hereunder.
Nothing contained in this instrument, and no action taken pursuant to its provisions, shall create
or be construed to create a trust of



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any kind, or a fiduciary relationship, between the Company and
an Eligible Participant or any other person. To the extent that any person acquires a right to
receive payments from the Company, such right shall be no greater than the right of an unsecured
creditor.



     If an Employee dies or becomes incapacitated, any award so made shall be paid to his estate or
legal representative at such time and in such manner as if he were living or not incapacitated.



     8. Amendment. The Board retains the authority to amend the Plan, subject to the
stockholder approval requirements of Section 162(m) of the Code.



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