Ingram Micro 2000 Annual Report Download - page 56

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INGRAM MICRO
Key employee stock purchase plan
As of April 30, 1996, the Company adopted the Key Employee Stock Purchase Plan (the “Stock Purchase Plan”) which pro-
vides for the issuance of up to 4,000,000 shares of Class B Common Stock to certain employees. In June 1996, the Company
offered 2,775,000 shares of its Class B Common Stock for sale to certain employees pursuant to the Stock Purchase Plan, and sub-
sequently sold 2,510,400 shares at $7.00 per share with aggregate proceeds of approximately $17,573.The shares sold thereby
were subject to certain restrictions on transfer and to repurchase by the Company at the original offering price upon termination of
employment prior to certain specified vesting dates.The Company has repurchased 248,170 of such shares. All remaining shares are
fully vested.
Employee stock purchase plans
In 1996 and 1998, the Board of Directors and the Company’s shareholders approved Employee Stock Purchase Plans (the
“1996 and 1998 ESPP Plans”) under which 1,000,000 and 3,000,000 shares, respectively, of the Company’s Class A Common Stock
could be sold to employees. Under the Plans,employees can elect to have between 1% and 6% of their earnings withheld to be
applied to the purchase of these shares.The purchase price under the Plans is generally the lesser of the market price on the begin-
ning or ending date of the offering periods under such Plans. On December 31, 1998,the 1996 ESPP terminated and the offering
period was completed for all 1996 ESPP offerings. In January 1999, the Company issued 582,362 of the 1,000,000 authorized
shares and converted approximately $12,500 in accrued employee contributions into stockholders’ equity. Under the 1998 Plan,
offerings were made both in January and June of 2000 and 1999.The 2000 and 1999 offerings ended on December 31, 2000 and
1999, respectively. In January 2001 and 2000, the Company issued approximately 138,000 and 145,000, respectively, of the autho-
rized shares and converted approximately $1,600 and $1,900, respectively, in accrued employee contributions into stockholders’
equity as a result.
Employee benefit plans
The Company’s employee benefit plans permit eligible employees to make contributions up to certain limits which are
matched by the Company at stipulated percentages. The Company’s contributions charged to expense were $4,530 in 2000, $4,484
in 1999, and $3,314 in 1998.
N o t e 1 2 — C o m m o n s t o c k
The Company has two classes of Common Stock,consisting of 265,000,000 authorized shares of $0.01 par value Class A
Common Stock and 135,000,000 authorized shares of $0.01 par value Class B Common Stock, and 1,000,000 authorized shares of
$0.01 par value Preferred Stock.Class A stockholders are entitled to one vote on each matter to be voted on by the stockholders
whereas Class B stockholders are entitled to ten votes on each matter to be voted on by the stockholders.The two classes of stock
have the same rights in all other respects. Each share of Class B Common Stock may at any time be converted to a share of Class A
Common Stock; however, conversion will occur automatically on the earliest to occur of (1) November 1, 2001; (2) the sale or
transfer of such share of Class B Common Stock to any person not specifically authorized to hold such shares by the Company’s
Certificate of Incorporation; or (3) the date on which the number of shares of Class B Common Stock then outstanding represents
less than 25% of the aggregate number of shares of Class A Common Stock and Class B Common Stock then outstanding.