Ingram Micro 2002 Annual Report Download - page 32

PROPOSAL TWO
APPROVAL OF THE
INGRAM MICRO INC. EXECUTIVE INCENTIVE PLAN
Recommendation of the Board of Directors
The Board of Directors recommends a vote for the approval of the Ingram Micro Inc. Executive Incentive Plan (the “Plan”),
which is designated as Proposal No. 2 on the enclosed proxy card.
The Board of Directors has unanimously approved and recommended for shareowner approval the Ingram Micro Inc. Executive
Incentive Plan, a copy of which is attached to this proxy statement as Exhibit A. The following discussion, which summarizes the
principal terms and features of the Plan, is subject to the Plan text.
What is the purpose of the Plan?
The principal purpose of our Plan is to provide incentives to our executive officers who have significant responsibility for our success
and growth and to assist us in attracting, motivating and retaining executive officers on a competitive basis. The Plan is not the exclusive
method pursuant to which we may establish or otherwise make available bonus or incentive payments to our executive officers and other
key employees.
Who administers the Plan?
The Human Resources Committee of our Board of Directors (the “Committee”) will have the sole discretion to administer and
interpret the Plan; approve a pre-established objective performance measure or measures annually; certify the level to which each
performance measure was attained prior to any payment under the Plan; approve the amount of awards made under the Plan; and
determine who shall receive any payment under the Plan.
The Committee will have full power and authority to adopt such rules, regulations and guidelines for the administration of the Plan
and for the conduct of its business as the Committee deems necessary or advisable. The Committee’s interpretations of the Plan, and all
actions taken and determinations made by the Committee pursuant to the powers vested in it hereunder, will be conclusive and binding
on all parties concerned, including the Company, its shareowners and any person receiving an award under the Plan.
Who are eligible to participate in the Plan?
Executive officers and other key management personnel of the Company and its affiliates will be eligible to receive awards under the
Plan, which awards are intended to qualify as performance-based awards for purposes of Section 162(m) of the Internal Revenue Code of
1986, as amended (the “Code”). The Committee will designate the executive officers and other key management personnel who will
participate in the Plan each year. We believe that, initially, approximately 27 individuals will be eligible to participate in the Plan.
What are the terms of the Plan?
Under the Plan, the Committee may establish annual and/or long-term incentive award targets, which must be achieved in order for an
award to be earned by a participant under the Plan. Such targets must be based on any one or more of the following factors: price of the
Company’s Class A Common Stock, shareowner return, return on equity, return on investment, return on capital, sales productivity, sales
growth, economic profit, economic value added, net income, operating income, gross margin, sales, free cash flow, earnings per share,
operating unit contribution, achievement of annual operating profit plans, debt level, market share or similar financial performance
measures as may be determined by the Committee. The
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