Ingram Micro 2002 Annual Report Download - page 29

agreed to allow Mr. Foster a minimum of three additional years after his termination date to exercise his vested stock options in the event
his employment is terminated for any reason other than cause.
Mr. Foster currently does not participate in our health and benefit programs; however, he does receive an annual company-paid
physical. In the event that any of the payments provided for under Mr. Foster’s agreement are considered golden parachute payments
subject to federal excise taxes, we will pay additional amounts to Mr. Foster so that he will receive the net amounts after payment of
taxes.
2000 Agreements with named executive officers. We also entered into executive retention agreements in January 2000 with each of
Messrs. Grainger, Abramo, Murai and Anderson. These agreements currently run through March 6, 2003 and will be automatically
extended for successive additional periods of one year unless either we or the executive elect otherwise at least 60 days prior to the
scheduled extension time. The agreements will automatically be extended for a period of 24 months upon any change in control of our
company, as defined in the agreements.
In the event we elect to terminate the employment of any of these executives for any reason other than cause or the executive elects to
terminate his employment for “good reason,” each as defined in their respective agreements, within the 24 months after a change in
control event, as defined in the agreement, the executive will receive (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 termination occurs. These amounts will be paid in
equal installments over a 24-month period.
In the event we elect to terminate the employment of any of these executives for any reason other than cause at any other time during
the term of their agreements, the executive will receive (1) the greater of (a) 12 months base salary or (b) 6 months base salary plus one
additional month for each year of service with us, and (2) his prorated annual target bonus for the year in which termination occurs.
These amounts will be paid out in equal installments over the total number of months of base salary to be received.
In the event any of these executives elects to terminate his employment for “good reason,” as defined in each of the respective
agreements, at any other time during the term of his agreement, the executive will receive (1) the greater of (a) 12 months base salary
plus the target annual bonus or (b) 6 months base salary plus one additional month for each year of service with us plus, in either case,
his target annual bonus prorated for that period, and (2) his prorated target annual bonus for the year in which termination occurs. These
amounts will be paid out in equal installments over the total number of months of base salary to be received.
The executive’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 his agreement. However, the executive’s unvested stock options will vest immediately
upon a change in control event, as defined in the agreements. All of the executive’s vested options may be exercised through the earlier
of the following dates: (1) the expiration date of his options and (2) the first anniversary of the last day that any payment is made under
the agreement.
Each executive received a retention payment equal to 1.5 times his base salary plus target annual bonus for the prior year as a result
of his continued employment with us on January 1, 2002. Each executive will receive an additional retention payment of 0.5 times his
base salary plus his target annual bonus for the prior year if he remains our employee on January 1, 2003 (the “2003 Payment”). In the
event we elect to terminate the executive’s employment for any reason other than cause or the executive elects to terminate his
employment for “good reason” during 2002, the 2003 Payment would be prorated from January 1, 2002 through the executive’s
termination date.
The executive will continue to receive medical coverage, his annual physical and tax preparation services during the period that any
payments are required to be made under the agreement. In addition, in the event that any of the payments provided for under the
agreement are considered golden parachute payments subject to federal excise taxes, we will pay additional amounts to the executive so
that he will receive the net amounts after payment of taxes.
2001 Agreements with named executive officers. We also entered into executive retention award agreements effective April 10, 2001
with each of Messrs. Murai and Abramo. These agreements provide that if the executive
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