Ingram Micro 2002 Annual Report Download - page 36

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Awards shall 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 by the Company 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. However, in no event may a participant receive an award of more than $7,500,000 under the Plan
in any fiscal year.
5. Miscellaneous Provisions. The Company shall have the right to deduct from all awards hereunder paid in cash any federal, state,
local or foreign taxes required by law to be withheld with respect to such awards. Neither the Plan nor any action taken hereunder shall
be construed as giving any employee any right to be retained in the employ of the Company. The costs and expenses of administering the
Plan shall be borne by the Company and shall not be charged to any award or to any participant receiving an award.
The Plan is not the exclusive method pursuant to which the Company may establish or otherwise make available bonus or incentive
payments to its executive officers and other key employees.
6. Effective Date, Amendments and Termination. The Plan shall become effective on February 12, 2002 subject to approval by the
shareowners of the Company at its 2002 Annual Meeting of Shareowners. 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 the shareowners of the Company shall have first approved thereof, no amendment of the Plan shall 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.
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