Ingram Micro 2007 Annual Report Download

Download and view the complete annual report

Please find the complete 2007 Ingram Micro annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 86

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86

®
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 4, 2008
To our shareholders:
We will hold our annual meeting of shareholders at our Santa Ana campus, 1600 E. Saint Andrew Place, Santa
Ana, California 92705, on Wednesday, June 4, 2008, at 10:00 a.m. local time. We are holding this meeting:
(1) To elect four directors for a three-year term or until their respective successors have been elected or
appointed;
(2) To approve the amendment and restatement of our current 2003 Equity Incentive Plan;
(3) To approve the amendment and restatement of our current Executive Incentive Plan;
(4) To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the current year; and
(5) To transact any other business that properly comes before the meeting.
The shareholders of record at the close of business on April 8, 2008 will be entitled to vote at the meeting or any
postponements or adjournments of the meeting.
Whether or not you expect to attend, we urge you to sign, date and promptly return the enclosed proxy card in
the enclosed postage prepaid envelope or vote via telephone or the Internet in accordance with the instructions on
the enclosed proxy card. If you attend the meeting, you may vote your shares in person, which will revoke any prior
vote.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders
to Be Held on June 4, 2008: This Proxy Statement, along with the 2007 Annual Report to Shareholders, are
available on the following website: www.edocumentview.com/im.
By order of the Board of Directors,
Larry C. Boyd
Senior Vice President, Secretary and
General Counsel
April 23, 2008
Santa Ana, California

Table of contents

  • Page 1
    ... on June 4, 2008: This Proxy Statement, along with the 2007 Annual Report to Shareholders, are available on the following website: www.edocumentview.com/im. By order of the Board of Directors, Larry C. Boyd Senior Vice President, Secretary and General Counsel April 23, 2008 Santa Ana, California

  • Page 2
    ... on Corporate Governance ...STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ...Section 16(a) Beneficial Ownership Reporting Compliance ...CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS ...REPORT OF THE AUDIT COMMITTEE ...REPORT OF THE HUMAN RESOURCES COMMITTEE ...COMPENSATION...

  • Page 3
    ... INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ...Recommendation of the Board of Directors ...ANNUAL REPORT ...OTHER MATTERS ...SHAREHOLDER PROPOSALS ...Exhibit A - Ingram Micro Inc. Amended and Restated 2003 Equity Incentive Plan ...Exhibit B - Ingram Micro Inc. 2008 Executive Incentive Plan ... 35...

  • Page 4
    ... Executive Incentive Plan, to ratify the selection of our independent registered public accounting firm for the current year, and to conduct the business described in the Notice of Annual Meeting. Quorum A quorum is the minimum number of shares required to hold a meeting. The presence in person...

  • Page 5
    ... of the amended and restated Executive Incentive Plan (see "Proposal 3 - Approval of the Ingram Micro Inc. 2008 Executive Incentive Plan"). • "FOR" ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current year (see "Proposal...

  • Page 6
    ...and restatement of the Executive Incentive Plan and ratifying the selection of our independent registered public accounting firm, abstentions are treated as shares present or represented and voting, so abstaining has the same effect as a negative vote. Under current New York Stock Exchange rules, if...

  • Page 7
    ...'s industry-leading gaming practice, and a senior consultant specializing in strategic information systems at Price Waterhouse. Ms. Heisz currently is a board member for International Game Technology, a publicly-traded manufacturer and operator of electronic gaming devices. Martha R. Ingram Director...

  • Page 8
    ... and Chief Executive Officer of Siemens Corporation, the holding company for U.S. businesses of Siemens AG (Munich, Germany), a world leader in electrical engineering and electronics in the information and communications, automation and control, power, transportation, medical and lighting fields...

  • Page 9
    ...Atkins, attended Ingram Micro's 2007 annual meeting of shareholders. Compensation of Board of Directors Ingram Micro pays directors who are not employed by the Company ("non-management directors") (1) an annual retainer award of cash, stock options and restricted stock/restricted stock units with an...

  • Page 10
    ... the Code and Department of Treasury regulations and other interpretive guidance issue thereunder. Meeting Fees. Non-management directors also receive a cash fee of $1,500 for each Board and committee meeting they attend, whether in person or by conference telephone call. Additional Compensation for...

  • Page 11
    .... 2007 Compensation of Non-Management Directors. The following table lists the 2007 non-management director compensation which is comprised of: (1) an annual Board retainer payable in cash, stock options, restricted stock, restricted stock units or a combination thereof, based on each Board member...

  • Page 12
    ...chair Board members due to his service as Chair of the Governance Committee), of which he elected $15,000 in cash and $180,000 in stock options. When Dr. Laurance was elected Non-Executive Chairman of the Board effective June 6, 2007, his annual Board compensation was reduced by $7,500 in cash since...

  • Page 13
    ... stock units until he retires from the Board. (13) Mr. Smith was eligible to receive annual Board compensation in the amount of $195,000 ($15,000 more than non-chair Board members due to his service as Chair of the Human Resources Committee through June 6, 2007 and as Chair of the Governance...

  • Page 14
    ...'s earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. A detailed list of the Audit Committee's functions is included in its charter, which can be accessed by following the links to "Corporate Governance" under "Investor Relations...

  • Page 15
    ...administering all stock-related and long-term executive incentive plans. The Human Resources Committee reviews and reports to the Board on our key strategic and operational human resource issues, ensuring that investments in human assets provide maximum return to all partners - associates, customers...

  • Page 16
    ... inside director because of his current employment as a senior executive of the Company. All of the members of the Human Resources, Audit and Governance Committees are independent. Audit Committee Financial Qualifications Our Board of Directors has determined that each member of the Audit Committee...

  • Page 17
    ..., Worldwide Legal Department, Ingram Micro Inc., 1600 East Saint Andrew Place, Santa Ana, California 92705. Our code of conduct, the Guidelines, and shareholder nominations policy and committee charters are accessible by following the links to "Corporate Governance" on the Company's website at...

  • Page 18
    STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table shows the amount of common stock beneficially owned (unless otherwise indicated) by our directors, the executive officers named in the Summary Compensation Table found on page 35 of this proxy statement, our directors ...

  • Page 19
    ... as of December 31, 2007 Name Includes Vested Options to Purchase Shares of Ingram Micro Common Stock Includes Unvested Options to Purchase Shares of Ingram Micro Common Stock Scheduled to Vest within 60 days of January 14, 2008 Includes Shares of Ingram Micro Common Stock Held by Fidelity...

  • Page 20
    ... of Ingram Micro's independent external auditors and internal audit department. In addition, the Audit Committee is charged with providing an avenue of open communication among Ingram Micro's independent registered public accounting firm, management, internal audit department, and Board of Directors...

  • Page 21
    ...registered public accounting firm all annual and quarterly financial statements, including reviewing Ingram Micro's specific disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations" prior to their issuance. During fiscal year 2007, the Audit Committee...

  • Page 22
    ... this review and discussion, recommended to the Board of Directors of Ingram Micro that such "Compensation Discussion and Analysis" be included in Ingram Micro's proxy statement for the 2008 annual meeting of shareholders for filing with the SEC. Members of the Human Resources Committee of the Board...

  • Page 23
    ... of the Executive Compensation Program The compensation programs for our executive officers consist of: • Base Salary • Annual performance-based cash incentives • Annual long-term equity grants • Stock Options • Performance-vesting restricted stock units (RSUs) • Benefits and perquisites...

  • Page 24
    ...Ingram Micro Human Resources, Finance, and Legal departments work with the Committee Chair to help set meeting agendas and to coordinate the distribution of materials to the Committee in advance of its meetings. Generally, our Chief Executive Officer, President and Chief Operating Officer, Executive...

  • Page 25
    ... executive officer compensation annually against a comparator group of companies. Ingram Micro management engages an executive compensation consulting firm to conduct a total compensation study of its executive officers. For 2007, Hewitt collected and reported the survey data which was then reviewed...

  • Page 26
    ... Micro # of Employees ...Sales ...Net Income ...Market Cap ... 40,275 $11,550 $ 805 $12,890 13,000 $28,808 $ 217 $ 3,390 The compensation report examined the competitiveness of Ingram Micro's executive compensation programs in total and by each element of compensation (base pay, annual incentives...

  • Page 27
    ...effective for fiscal year 2007: • The average 2007 base salary increase for the NEOs, as a group, was 7.0%. • Based on a review of the compensation mix for the comparator group of companies, the Committee increased the annual incentive award target percentage for the Chief Executive Officer from...

  • Page 28
    ... Incentive Award Program (annual bonus) provides for performance-based bonuses for our NEOs as well as for our management-level associates. The 2007 bonus program is based on Ingram Micro's financial performance relative to its 2007 operating plan and is designed to encourage both profitability...

  • Page 29
    ... for 2007: 2007 Annual Executive Incentive Award Program (Corporate Results) A. Annual Consolidated Worldwide Pretax Profit = $383,062,000 = 11.1% of Award Earned B. Average Monthly Worldwide Working Capital Days = 24.4 days = 9.4% of Award Earned C. Weighted Worldwide Operating Unit Achievement...

  • Page 30
    ... the award payments under the 2007 Executive Incentive Award Program: • In Q1, the Company recorded charges of approximately $33.8 million related to a long-disputed tax on software imports in Brazil. This charge effectively eliminated any realistic possibility for management associates in Brazil...

  • Page 31
    ... the granting of stock options, stock appreciation rights, restricted stock/units, performance shares, and cash awards. Ingram Micro granted two types of long-term equity-based incentives to the executive officers in 2007: stock options with a three-year vesting schedule and a ten-year term, and...

  • Page 32
    ... the number of options to grant. For mid-year grants (new hires or promotions), the "stock value" for option grants is determined using the 20-day average closing price of the Company's stock through the 15th of the month preceding the effective date of employment or promotion. All options have...

  • Page 33
    ... grants of equity to the CEO in accordance with the Committee's previously approved guideline target value for the CEO's salary range. Payment of Awards Under the 2005 Long-Term Executive Cash Incentive Award Program. In 2007, the last 3-year cycle for the Long-Term Executive Cash Incentive Award...

  • Page 34
    ... as an enhancement to executive officer compensation. In general, our executive officers participate in Ingram Micro's broad-based health and welfare, life insurance, disability, and retirement programs for management employees. Perquisites are generally limited to home or mobile office computer and...

  • Page 35
    ... in the French social insurance programs which the Company paid for in 2007. In addition, prior to his relocation and assignment to the United States, he participated in the Ingram Micro France SARL profit sharing program. As part of his expatriate assignment, the Company agreed to pay him what he...

  • Page 36
    ... voluntary social programs - medical, unemployment, and pension benefits. He receives a housing allowance, dependent education reimbursement, and home leave as reported under the "Other Compensation" column in the Summary Compensation Table" elsewhere in this proxy statement. Employment Contracts...

  • Page 37
    ... and target bonus), which amount will be increased by one month of average salary for every year of service after January 1, 2007. Ingram Micro has no other special, one-time, nonrecurring, or other compensation payments or arrangements with any NEO. Internal Revenue Code Section 162(m) Policy It is...

  • Page 38
    ...Murai(7) ...Former President and Chief Operating Officer Henri T. Koppen(7) ...Former Executive Vice President and President, Ingram Micro Europe Alain Maquet ...Senior Vice President and President, Ingram Micro Latin America . . 2007 2006 . . 2007 2006 $800,000 $ - 728,000 2,500,000 455,000 - 430...

  • Page 39
    ... for all 2007 grants of stock options and performance shares was recognized in fiscal year 2007. (4) Non-Equity Incentive Plan Compensation - For fiscal year 2007, includes the earnings for both the 2007 Annual Executive Incentive Award Program (the "2007 EIAP") and the 2005-2007 Cash LTIP award...

  • Page 40
    ... pay, repatriation expenses, property management expenses, allowances for goods and services, housing, auto, utilities, storage, parking, dependent education and home leave, as applicable. (d) Foreign Taxes Paid/Tax Settlements - Includes host country tax payments paid by the Company and tax...

  • Page 41
    ... to plan-based awards granted to the NEOs during the fiscal year ended December 29, 2007. GRANTS OF PLAN-BASED AWARDS All Other Human Stock Estimated Future Estimated Future Resources Awards: Payouts Under Payouts Under Committee Number of Non-Equity Incentive Equity Incentive Meeting Shares of Plan...

  • Page 42
    ...fiscal year end, December 29, 2007. Option Awards Stock Awards Equity Incentive Plan Equity Awards: Incentive Market or Plan Payout Awards: Value of Number of Unearned Unearned Shares, Shares, Units or Units or Other Other Rights That Rights That Have Not Have Not Vested (#) Vested ($) Name Number...

  • Page 43
    ...Name Number of Securities Underlying Unexercised Options (#) Exercisable Equity Incentive Plan Awards: Number of Number of Number of Shares or Securities Securities Units of Underlying Underlying Option Stock That Unexercised Unexercised Option... - - - 27,780 30,630 55,500 54,220 166,290 - - 334,420...

  • Page 44
    ...3, 2007. (16) Options granted on January 3, 2007 become exercisable in 3 equal annual installments beginning January 3, 2008. (17) In fiscal year 2006, Ingram Micro adopted the 2006 EIP Program pursuant to the EIP. Performance-based RSUs were granted, pursuant to the 2003 Plan, to reward achievement...

  • Page 45
    ... units granted to Mr. Monié on August 1, 2007, as a result of his promotion to President and Chief Operating Officer; number represents vesting upon achievement of 100% of target. Payout value is based upon the closing price ($18.36) of Ingram Micro stock on the last trading day of the fiscal year...

  • Page 46
    ...their account balance as a lump-sum cash payment or in installment payments over 5, 10 or 15 years. (2) $15,385 and $15,400, respectively, have also been reported under "All Other Compensation" for Mr. Spierkel on the Summary Compensation Table in this proxy statement and in the Company's 2007 proxy...

  • Page 47
    ... the "Aggregate Balance at End of 2007" was previously reported under "Bonus" for Mr. Koppen on the Summary Compensation Table in the Company's 2007 proxy statement. We also reported in the Company's 2007 proxy statement that Mr. Koppen's deferred $2,500,000 award was credited with earnings at 10...

  • Page 48
    ... day of our fiscal year): Mr. Spierkel For the purposes of this analysis, we assumed Mr. Spierkel's compensation is as follows: base salary as of December 31, 2007 equal to $800,000, annual incentive opportunity equal to 100% of base salary, long-term incentive opportunity granted in stock options...

  • Page 49
    ... salary, long-term incentive opportunity granted in stock options (60%) and performance shares (40%). Assuming Mr. Humes' voluntary termination date is December 31, 2007, Mr. Humes would be due payment of $336,336 based on actual 2007 Company performance under the 2007 short-term incentive program...

  • Page 50
    ..., he received payment of his short-term incentive based on Asia Pacific Region's 2007 performance where he served as Executive Vice President and President, Ingram Micro Asia Pacific. He was advanced 31/36ths payment under the 2005-2007 Cash LTIP program prior to his relocation to United States. Mr...

  • Page 51
    ... and hypothetical tax liabilities during the year. Mr. Maquet For the purposes of this analysis, we assumed Mr. Maquet's compensation includes base salary as of December 31, 2007 equal to A355,058 ($487,104 based on exchange rate of A1.00 = US$1.3719), and an annual incentive opportunity equal to...

  • Page 52
    ...accordance with the terms of his reassignment from France to the United States to serve as Senior Vice President and President, Ingram Micro Latin America. Under the terms of the Executive Severance Policy, Mr. Maquet would also be eligible to receive outplacement services for up to one year (not to...

  • Page 53
    ...vested restricted stock units are assumed at maximum achievement, of which 719,270 may be granted in a form other than options and stock appreciation rights. PROPOSAL 2 APPROVAL OF THE INGRAM MICRO INC. AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN On March 12, 2008, our Board of Directors adopted...

  • Page 54
    ... board members to participate in our long-term growth and financial success. How is the Amended 2003 Plan administered? Our Board of Directors has appointed its Human Resources Committee to administer the Amended 2003 Plan with respect to the Company's executives and associates, and its Governance...

  • Page 55
    ...or event to prevent dilution or enlargement of benefits intended under the Amended 2003 Plan, no more than 11,734,000 shares may be subject to incentive stock options granted under the Amended 2003 Plan, and no person may receive awards under the Amended 2003 Plan in any calendar year that relate to...

  • Page 56
    ... or net profit or operating margin, gross margin, gross or net sales or revenue, cash flow (including, but not limited to, operating cash flow and free cash flow), net worth, earnings per share, earnings per share growth, operating unit contribution, achievement of annual or multiple year operating...

  • Page 57
    ... person annual limitation on awards, increase the number of shares which can be issued other than for stock options or stock appreciation rights, lower the price per share of an option or stock appreciation right after it is granted, cancel an option or stock appreciation right in exchange for cash...

  • Page 58
    ... the Code. Options. There will generally be no federal income tax consequences to a participant or to us upon the grant of either an incentive stock option or a nonqualified stock option under the Amended 2003 Plan. The maximum term of an option is 10 years. Nonqualified stock option. A participant...

  • Page 59
    ... "covered employees." Under Section 162(m), income tax deductions of publicly-held corporations may be limited to the extent total compensation (generally including base salary, annual bonus and non-qualified benefits paid) for certain executive officers exceeds $1 million in any one year. The...

  • Page 60
    ... 2003 Plan to date? From the period beginning on May 30, 2003 to March 31, 2008, the Company has made awards in the form of option grants, restricted stock awards, time-vested restricted stock units, and performance-vested restricted stock units. Such awards were or will be payable in shares of the...

  • Page 61
    ... the 2008 EIP Program with respect to the performance period beginning on December 30, 2007 and ending on January 1, 2011, and 9,500 performance-vested restricted stock units at 100% performance achievement for a current executive officer, for project-based performance through 2009. The number of...

  • Page 62
    ... compensation plans according to the terms of those plans. PROPOSAL 3 APPROVAL OF THE INGRAM MICRO INC. 2008 EXECUTIVE INCENTIVE PLAN Effective as of June 6, 2007, our Board of Directors adopted, subject to the approval of the Company's shareholders, the Ingram Micro Inc. 2008 Executive Incentive...

  • Page 63
    ... the Company to deduct such compensation under Section 162(m) of the Code. The 2008 EIP is not the exclusive method pursuant to which we may establish or otherwise make available bonus or incentive payments to our executive officers and other key employees. What types of awards may be granted under...

  • Page 64
    ... or net profit or operating margin, gross margin, gross or net sales or revenue, cash flow (including, but not limited to, operating cash flow and free cash flow), net worth, earnings per share, earnings per share growth, operating unit contribution, achievement of annual or multiple year operating...

  • Page 65
    ... January 1, 2008 and ending March 31, 2008, the Human Resources Committee granted awards in the form of annual bonuses payable in cash and three-year performancevested restricted stock units payable in shares of the Company's common stock, in the amounts shown in the New EIP Benefits table below...

  • Page 66
    ..." level. (3) The performance-vested restricted stock units are valued at $19.56 per share, based on the 20-day average closing price of the Company's stock as reported by the New York Stock Exchange through December 15, 2007, as approved by the Human Resources Committee of the Board of Directors...

  • Page 67
    ..., 2008 Shares Underlying Performance-Vested Restricted Stock Units(1) Threshold (#) Target (#) Maximum (#) Name Gregory M. E. Spierkel ...William D. Humes ...Alain Monié ...Kevin Murai(2) ...Hans Koppen(4) ...Alain Maquet ...Executive officers as a group (13 persons) ...All current directors who...

  • Page 68
    ...Micro's independent registered public accounting firm for 2008. See "Report of the Audit Committee." The following fees were charged by PwC for 2006 and 2007 fiscal year services to Ingram Micro: • Audit Fees. PwC's fees for auditing Ingram Micro's annual financial statements and internal controls...

  • Page 69
    ... ANNUAL REPORT Our annual report for the fiscal year ended December 29, 2007, including the consolidated financial statements audited by PwC, independent registered public accounting firm, and their report thereon dated February 26, 2008, is being mailed to all shareholders with this proxy statement...

  • Page 70
    ... proposal in the Company's proxy statement relating to that annual meeting. Such proposals must be received by the Corporate Secretary by March 10, 2009. By order of the Board of Directors, Larry C. Boyd Senior Vice President, Secretary and General Counsel April 23, 2008 Santa Ana, California 67

  • Page 71
    .... "Eligible Individual" means any Employee, including any officer or employee-director of Ingram Micro or any Affiliate, and any member of the Board. "Employee" means an employee of Ingram Micro or any Affiliate. "Exchange Act" means the United States Securities Exchange Act of 1934, as amended...

  • Page 72
    ... combined voting power of all classes of stock of the company or any subsidiary corporation (as defined in Section 424(f) of the Code) or parent corporation thereof (as defined in Section 424(e) of the Code. "Incentive Stock Option" means a right to purchase Shares from Ingram Micro that is granted...

  • Page 73
    ... the Committee may not, without the approval of Ingram Micro's shareholders, (i) lower the price per share of an Option or Stock Appreciation Right after it is granted, (ii) cancel an Option or Stock Appreciation Right in exchange for cash or another Award (other than in connection with a Substitute...

  • Page 74
    ... securities of Ingram Micro (or number and kind of other securities or property) subject to outstanding Awards, and the grant or exercise price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, in each case, that...

  • Page 75
    ...broker's or dealer's irrevocable commitment to pay to Ingram Micro that portion of the proceeds from the sale of such Shares that is equal to the exercise price of the Option(s) relating to such Shares; or in such other manner as permitted by the Committee at the time of grant or thereafter. SECTION...

  • Page 76
    ... to Ingram Micro or any Ingram Micro subsidiary, in each case on a specified date or dates or over any period or periods, as the Committee determines. (c) Payment. Each Restricted Stock Unit shall have a value equal to the Fair Market Value of a Share. Restricted Stock Units shall be paid in cash...

  • Page 77
    ... or net profit or operating margin, gross margin, gross or net sales or revenue, cash flow (including, but not limited to, operating cash flow and free cash flow), net worth, earnings per share, earnings per share growth, operating unit contribution, achievement of annual or multiple year operating...

  • Page 78
    ... of the Code, with respect to any Award granted to one or more Covered Employees and which is intended to constitute Qualified Performance-Based Compensation no later than 90 days following the commencement of any performance period or any designated fiscal period or period of service (or such...

  • Page 79
    ... in Section 12(a) or any unusual or nonrecurring transactions or events affecting Ingram Micro, any Affiliate, or the financial statements of Ingram Micro or any Affiliate, or of changes in applicable laws, regulations or accounting principles, the Committee, in its sole discretion, and on such...

  • Page 80
    ... shall not, without the approval of the stockholders of Ingram Micro, (i) lower the price per share of an Option or Stock Appreciation Right after it is granted, (ii) cancel an Option or Stock Appreciation Right in exchange for cash or another Award (other than in connection with a Substitute...

  • Page 81
    ... may be either generally applicable or applicable only in specific cases. (h) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ or service of Ingram Micro or any Affiliate. Further, Ingram Micro or an Affiliate may at...

  • Page 82
    ... exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty...

  • Page 83
    ... Date. The Plan shall be effective as of June 4, 2008, subject to approval by the shareholders of Ingram Micro. Awards may be granted hereunder prior to such shareholder approval subject in all cases, however, to such approval. If the Board determines in its sole discretion that Awards issued under...

  • Page 84
    ...of June 6, 2007, subject to approval by the Company's shareholders. 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...

  • Page 85
    ... or net profit or operating margin, gross margin, gross or net sales or revenue, cash flow (including, but not limited to, operating cash flow and free cash flow), net worth, earnings per share, earnings per share growth, operating unit contribution, achievement of annual or multiple year operating...

  • Page 86
    ...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. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan and any award shall be...