Ingram Micro 2002 Annual Report Download - page 33

targets may be established on a cumulative basis or in the alternative, and may be established on a stand-alone basis with respect to the
Company or any of its operating units, or on a relative basis with respect to any peer companies or index selected by the Committee.
These performance goals may be based on an analysis of historical performance and growth expectations for the business, financial
results of other comparable businesses, and progress towards achieving the long-range strategic plan for the business. These performance
goals and determination of results will be based entirely on financial measures.
The specific performance targets for each participant must be established in writing by the Committee within ninety days after the
commencement of the fiscal year (or within such other time period as may be required or permitted by Section 162(m) of the Code) to
which the performance target relates. The performance target must be established in such a manner that a third party having knowledge
of the relevant facts could determine whether the performance goal has been met.
Awards will be payable following the completion of the applicable fiscal year upon certification by the Committee that the Company
achieved the specified performance target established for the participant. Notwithstanding the attainment of the specified performance
targets, the Committee has the discretion, for each participant, to reduce some or all of an award that would otherwise be paid to such
participant. In no event may a participant receive an award of more than $7,500,000 under the Plan in any fiscal year.
When will the Plan become effective?
The Plan became effective on February 12, 2002, subject to approval by our shareowners at our 2002 Annual Meeting of
Shareowners.
Can the Plan be amended or terminated?
The Committee may at any time terminate or from time to time amend the Plan in whole or in part, but no such action shall adversely
affect any rights or obligations with respect to any awards theretofore made under the Plan. However, unless our shareowners have first
approved, no amendment of the Plan will be effective which would increase the maximum amount which can be paid to any one
executive officer under the Plan in any fiscal year, which would change the specified performance goals for payment of awards, or which
would modify the requirement as to eligibility for participation in the Plan.
What are the anticipated incentive payment opportunities that would be granted under the Plan?
It is not possible to determine at this time the amounts, if any, that may be payable under the Plan. We anticipate, however, that the
initial performance period will have a three-year duration, and that incentive opportunities will be based on the extent to which the pre-
established targets are satisfied.
What are the effects of the Plan on the Company?
Awards under the Plan are intended to qualify as deductible performance-based compensation under Section 162(m) of the Code,
which limits, under certain circumstances, federal tax deductions for any compensation payable to executive officers that exceeds
$1,000,000 in any fiscal year.
What is the required vote to approve the proposal?
The affirmative vote of the holders of a majority of the voting power represented at the Meeting is necessary for approval of the Plan.
Therefore, abstentions and broker non-votes effectively count as votes against the proposal. We believe that members of the Ingram
family and other parties to the board representation agreement intend to vote “FOR” this proposal.
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