Ingram Micro 2002 Annual Report Download - page 28

Aggregate Stock Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values
The following table provides information relating to any stock options exercised by the named executive officers during the year
ended December 29, 2001, as well as the number and value of securities underlying unexercised stock options held by the named
executive officers as of December 29, 2001.
Shares Number of Securities Value of Unexercised
Acquired on Underlying Unexercised In-the-Money Options/
Exercise Value Options/SARs at Year End SARs at Year End ($)
Name During 2001 Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
Kent B. Foster — — 569,063/1,666,066 $2,843,750/6,688,224
Michael J. Grainger 72,944 $939,378 524,809/483,521 906,429/1,043,558
Guy P. Abramo — — 174,414/326,349 418,259/660,968
Kevin M. Murai 26,340 262,929 120,545/293,101 381,189/744,325
James E. Anderson, Jr. 27,918 369,264 462,046/210,116 2,604,395/527,905
Employment Agreements
Agreement with Chief Executive Officer. In March 2000, we entered into an employment agreement with Mr. Foster covering his
service as our Chief Executive Officer. The initial term of this agreement runs through the end of 2002, but is automatically extended for
successive additional periods of one year unless either Ingram Micro or Mr. Foster opts out at least 60 days prior to the scheduled
extension time. The agreement will automatically be extended for a period of 24 months upon any change in control, as defined in the
agreement.
The agreement provides for an annual base salary of $1,000,000 (increased to $1,100,000 in 2001) and the opportunity for an annual
incentive compensation award. Under the agreement, Mr. Foster is eligible for a target annual bonus opportunity of 100% of his annual
base salary, and a maximum bonus opportunity of 200% of his annual base salary. The agreement also provides for Mr. Foster’s
participation in our health and benefit programs.
In the event we elect to terminate Mr. Foster’s employment for any reason other than cause or if Mr. Foster elects to terminate his
employment for “good reason,” each as defined in his agreement, within 24 months after a change in control event, as defined in the
agreement, we have agreed to pay Mr. Foster (1) an amount equal to three times the sum of his annual base salary and target annual
bonus, and (2) his prorated target annual bonus for the year in which termination occurs. These amounts will be paid in equal
installments over a 36 month period.
In the event we elect to terminate Mr. Foster’s employment for any reason other than cause at any other time during the term of his
agreement, we have agreed to pay Mr. Foster (1) an amount equal to two times his annual base salary, and (2) his prorated target annual
bonus for the year in which termination occurs. These amounts will be paid in equal installments over a 24-month period.
In the event Mr. Foster elects to terminate his employment for “good reason” at any other time during the term of his agreement, we
have agreed to pay Mr. Foster (1) an amount equal to two times the sum of his annual base salary and target annual bonus, and (2) his
prorated target annual bonus for the year in which his employment terminates. These amounts will be paid in equal installments over a
24-month period.
Mr. Foster’s unvested stock options will continue to vest in accordance with their normal vesting schedule during any time that the
payments described above are made under the agreement. However, Mr. Foster’s unvested stock options will vest immediately upon a
change in control event, as defined in the agreement. We have also
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