Ingram Micro 2002 Annual Report Download - page 35

EXHIBIT A
INGRAM MICRO INC.
EXECUTIVE INCENTIVE PLAN
1. Purpose. The principal purpose of the Ingram Micro Inc. Executive Incentive Plan (the “Plan”) is to provide incentives to
executive officers of Ingram Micro Inc. (the “Company”) who have significant responsibility for the success and growth of the
Company and to assist the Company in attracting, motivating and retaining executive officers on a competitive basis.
2. Administration of the Plan. The Plan shall be administered by the Human Resources Committee of the Board of Directors (the
“Committee”). The Committee shall have the sole discretion to 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 shall have full power and authority to administer and interpret the Plan and 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, shall be conclusive and binding on all parties concerned, including the Company, its shareowners and any person
receiving an award under the Plan.
3. Eligibility. Executive officers and other key management personnel of the Company and its affiliates shall 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 shall designate the executive officers and other key management
personnel who will participate in the Plan each year.
4. Awards. The Committee shall establish annual and/or long-term incentive award targets for participants. If an individual becomes
an executive officer during the year, such individual may be granted eligibility for an incentive award for that year upon such individual
becoming an executive officer.
The Committee shall also establish annual and/or long-term performance targets, which must be achieved in order for an award to be
earned under the Plan. Such targets shall be based on any one or more of the following: 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 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 shall be based entirely on financial measures.
The specific performance targets for each participant shall 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 by Section 162(m) of the Code) to which the
performance target relates. The performance target shall 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.
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