Ingram Micro 2007 Annual Report Download - page 37

On November 9, 2007, the Company entered into a retirement agreement with Mr. Koppen wherein
Mr. Koppen resigned as an officer of the Company effective as of November 30, 2007, and agreed to serve
thereafter as an employee of the Company until March 7, 2008. Mr. Koppen’s deferred retention bonus in the
amount of $3,019,321 (including accrued interest) was paid to him in January 2008. Under the terms of the
Retirement Agreement, Mr. Koppen was also guaranteed a minimum payment of 100% of his target bonus for the
2007 program year. In addition, the Retirement Agreement provided for the continued vesting of stock options
granted to Mr. Koppen on January 3, 2007, in accordance with their original vesting schedule, and that Mr. Koppen
would have up to five years from the effective date of his retirement from the Company to exercise vested stock
options.
Alain Maquet. We relocated Mr. Maquet from France to the United States in 2005 as our Senior Vice
President and President, Ingram Micro Latin America. We also agreed with Mr. Maquet that the terms of his French
employment contract will not be applicable while he serves as the Company’s Senior Vice President and President,
Ingram Micro Latin America. However, we agreed that in accordance with his French employment contract,
Mr. Maquet or the Company (for any reason other than cause) is required to provide the other with six months notice
prior to termination. We also agreed that should Mr. Maquet be terminated for any reason other than cause during his
assignment, Ingram Micro will repatriate Mr. Maquet and his family to France under similar relocation terms and
conditions. In addition, the Company agreed that severance benefits under his original French employment contract
would be reinstated and he would be provided severance pay equal to thirty months of average salary (defined as
base salary 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 Ingram Micro’s practice to attempt to ensure, to the extent consistent with the Company’s interests, the
deductibility of compensation to the degree possible under Internal Revenue Code Section 162(m) (“162(m)”).
Incentive awards paid to NEOs (annual bonus and long-term incentives) are intended to be performance-based in
accordance with the requirements of 162(m), but the Committee may decide to forgo 162(m) deductibility if it
determines that doing so is in the best interest of the Company and the incremental cost would not be significant.
Base salary is targeted at median market levels and may in the future exceed the Section 162(m) limit for
deductibility. Ingram Micro reserves the right to provide non-deductible compensation in the future as deemed
necessary or appropriate to meet Ingram Micro’s needs.
Due to the estimated prorated payments made to Mr. Monié prior to his departure from Singapore, all
compensation paid to him under the 2007 Executive Incentive Award Program and the 2005 Long-Term Executive
Cash Incentive Award Program, as well as the $2 million relocation bonus are not considered performance-based
compensation and therefore, to the extent they exceed the $1 million ceiling, are not tax deductible compensation
under 162(m).
Compensation Committee Interlocks and Insider Participation
None of the members of the Committee had any “interlock” relationship to report during our fiscal year ended
December 29, 2007.
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