Ingram Micro 2002 Annual Report Download - page 13

at the time of the first semi-annual stock option grant made to our management each year. The number of options to be granted
will be based on the Black-Scholes calculation used to determine the management stock option grant. Options will be exercisable
at the closin
g
p
rice of our stock on the New York Stock Exchan
g
e on the da
y
of
g
rant, vest in monthl
y
installments endin
g
the next
succeeding February and have a term of ten years.
• Restricted Stock. If restricted stock is selected as a component of compensation, it will be granted on the date of the first semi-
annual grant of stock options to our management each year. The number of shares to be granted will be equal to the dollar value of
the amount of restricted stock selected divided by the closing price of our stock on the New York Stock Exchange on the day of
grant rounded up to the next whole share. Restrictions on disposition of the shares will lapse the following February.
Michael Smith and Dale Laurance were first elected to serve as members of our Board of Directors on June 1, 2001 and made
elections to receive Board compensation under the new Board compensation plan. On July 2, 2001, we issued to Mr. Smith 973 shares of
restricted Class A common stock (which vested on February 2, 2002) and 10,069 options to purchase Class A common stock at an
exercise price of $14.39 per share. Mr. Smith’s options vest one-seventh per month for seven months, commencing August 2, 2001, and
expire ten years from the grant date. On July 2, 2001, we also issued to Dr. Laurance 11,987 options to purchase Class A common stock
at an exercise price of $14.39 per share. Dr. Laurance’s options vest one-seventh per month for seven months, commencing August 2,
2001, and expire ten years from the grant date.
Gerhard Schulmeyer requested that we cancel 45,000 options granted to him previously in July 1999 as compensation for his three-
year term as Board member so as to allow him to participate in the new Board compensation plan commencing 2002. Pursuant to
Mr. Schulmeyer’s request, we canceled his 45,000 options as of June 19, 2001 and included Mr. Schulmeyer as a participant under the
2002 Board compensation plan.
We made the following awards as of February 1, 2002 to our Board members for their 2002 compensation based on each of their
elections (for cash, stock options, restricted stock, or a combination thereof) under the new Board compensation plan:
Restricted
Name of Director Cash(1) Stock Options(2) Stock(3)
John R. Ingram $40,000 14,878 —
Martha R. Ingram 40,000 6,469 3,632
Orrin H. Ingram 40,000 6,469 3,632
Dale R. Laurance — 19,405 —
Gerhard Schulmeyer 35,000 6,469 3,632
Michael T. Smith — 12,937 2,794
Joe B. Wyatt 40,000 6,469 3,632
(1) Paid in quarterly installments.
(2) Options to purchase Class A common stock at $17.90 per share which vest one-twelfth per month for twelve months, commencing
March 1, 2002, and expire ten years from the grant date.
(3) Shares will vest on February 1, 2003.
Other. All directors are required to achieve and maintain ownership of shares of our common stock or vested but unexercised stock
options with a value of $150,000 beginning five years from the date of election to the Board. Shares owned will be valued at the average
closing price of our stock on the New York Stock Exchange during the four week period ending closest to June 30th of each year. Vested
but unexercised stock options will be valued at the difference between the exercise price and the average closing price of our stock on
the New York Stock Exchange during the four week period ending closest to June 30th of each year. Each director is also reimbursed for
expenses incurred in attending meetings of the Board and Board committees.
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