Ingram Micro 1999 Annual Report Download - page 51

4499
Ingram Micro
Annual Report
Employee Stock Purchase Plans
In 1996 and 1998, the Board of Directors and the Company’s shareholders approved Employee Stock Purchase Plans
(the “1996 and 1998 ESPP Plans”) under which 1,000,000 and 3,000,000 shares, respectively, of the Company’s Class A Common
Stock could be sold to employees. Under the Plans, employees can elect to have between 1% and 6% of their earnings withheld
to be applied to the purchase of these shares.The purchase price under the Plans is generally the lesser of the market price
on the beginning or ending date of the offering periods under such Plans. On December 31, 1998, the offering period was
completed for all 1996 ESPP offerings. In January 1999, the Company issued 582,362 of the 1,000,000 authorized shares and
converted approximately $12,500 in accrued employee contributions into stockholders’ equity.The 1996 ESPP terminated
on December 31, 1998. Under the 1998 Plan, offerings were made in January and in June 1999. Both offerings ended on
December 31, 1999. In January 2000, the Company issued approximately 145,000 of the authorized 3,000,000 shares and
converted approximately $1,900 in accrued employee contributions into Stockholders’ Equity as a result.
Employee Benefit Plans
The Company’s employee benefit plans permit eligible employees to make contributions up to certain limits which are
matched by the Company at stipulated percentages.The Company’s contributions charged to expense were $4,484 in 1999,
$3,314 in 1998 and $2,678 in 1997.
Note 13 — Common Stock
The Company has two classes of Common Stock, consisting of 265,000,000 authorized shares of $0.01 par value Class A
Common Stock and 135,000,000 authorized shares of $0.01 par value Class B Common Stock, and 1,000,000 authorized shares
of $0.01 par value Preferred Stock. Class A stockholders are entitled to one vote on each matter to be voted on by the stockholders
whereas Class B stockholders are entitled to ten votes on each matter to be voted on by the stockholders.The two classes of stock
have the same rights in all other respects. Each share of Class B Common Stock may at any time be converted to a share of Class A
Common Stock; however, conversion will occur automatically on the earliest to occur of (1) November 6, 2001; (2) the sale or
transfer of such share of Class B Common Stock to any person not specifically authorized to hold such shares by the Company’s
Certificate of Incorporation; or (3) the date on which the number of shares of Class B Common Stock then outstanding represents
less than 25% of the aggregate number of shares of Class A Common Stock and Class B Common Stock then outstanding.
Key Employee Stock Purchase Plan
As of April 30, 1996, the Company adopted the Key Employee Stock Purchase Plan (the “Stock Purchase Plan”) which
provides for the issuance of up to 4,000,000 shares of Class B Common Stock to certain employees. In June 1996, the Company
offered 2,775,000 shares of its Class B Common Stock for sale to certain employees pursuant to the Stock Purchase Plan, and
subsequently sold 2,510,400 shares at $7.00 per share with aggregate proceeds of approximately $17,573.The shares sold thereby
are subject to certain restrictions on transfer and to repurchase by the Company at the original offering price upon termination
of employment prior to certain specified vesting dates (50% of the shares vested on April 1, 1998; 25% on April 1, 1999; and the
remaining 25% vest on April 1, 2000).The Company has repurchased 248,170 of such shares.