Ingram Micro 2007 Annual Report Download - page 49

plus separation pay equal to the sum of 12 months base pay in effect on the effective date of his termination of
employment with the Company and his target annual bonus in effect for the year in which his termination is
effective. Assuming participation through December 31, 2007 and target awards under the 2006 EIP Program and
2007 EIP Program, Mr. Spierkel would also be eligible for 2⁄3and 1⁄3award payouts, respectively under involuntary
termination not for cause.
Upon death or disability on December 31, 2007, Mr. Spierkel would be due payments for those awards earned
and payable to him as specified under voluntary termination. In addition, Mr. Spierkel would be eligible for full
award payout under the 2006 EIP Program and the 2007 EIP Program assuming participation through December 31,
2007 and target award under each program. Assuming Mr. Spierkel’s date of termination is December 31, 2007,
Mr. Spierkel would be eligible to exercise any vested stock options (estimated value of $3,494,157) for either 60 or
90 days in accordance with the applicable stock option agreement. Upon death, all of Mr. Spierkel’s unvested stock
options (estimated value of $84,845) would immediately vest and the estate would have one year to exercise. Life
insurance proceeds are calculated as one times base salary, assuming natural death, which is the same benefit level
for all U.S. associates. Upon disability any unvested stock options granted on or after January 1, 2006 would
immediately vest and Mr. Spierkel would have five years from his date of disability to exercise unless options expire
first. In addition, unvested stock options granted prior to January 1, 2006 would continue to vest in accordance with
their original vesting schedule and Mr. Spierkel would have one year to exercise from the last vesting date unless
options expire first. The disability benefit relates only to the first year of disability and is a combination of salary
continuation, short-term disability payments and long-term disability payments.
Mr. Humes
For the purposes of this analysis, we assumed Mr. Humes’ compensation is as follows: base salary as of
December 31, 2007 equal to $455,000, annual incentive opportunity equal to 70% of base 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 and payment of
$276,291 under the 2005-2007 Cash LTIP program, in each case, based on the Company’s actual achievement
during the performance measurement cycle. See “Compensation Discussion and Analysis — Element of
Compensation — Long-Term Incentives” for further information on payout under this program
Mr. Humes is not eligible for retirement under the 2003 Plan’s definition for retirement.
If he were to be involuntarily terminated, other than for cause, Mr. Humes would still be due payments for
those awards earned and payable to him as specified under voluntary termination. In addition, under the Executive
Officer Severance policy, he would be eligible to receive outplacement services for up to one year (not to exceed
$20,000) plus separation pay equal to the sum of 12 months base pay in effect on the effective date of his termination
of employment with the Company and his target annual bonus in effect for the year in which his termination is
effective. Assuming participation through December 31, 2007 and target awards under the 2006 EIP Program and
2007 EIP Program, Mr. Humes would also be eligible for 2⁄3and 1⁄3award payouts, respectively under involuntary
termination not for cause.
Upon death or disability on December 31, 2007, Mr. Humes would be due payments for those awards earned
and payable to him as specified under voluntary termination. In addition, Mr. Humes would be eligible for full
award payout under the 2006 EIP Program and the 2007 EIP Program assuming participation through December 31,
2007 and target award under each program. Assuming Mr. Humes’ date of termination is December 31, 2007,
Mr. Humes would be eligible to exercise any vested stock options (estimated value of $561,161) for either 60 or
90 days in accordance with the applicable stock option agreement. Upon death, all of Mr. Humes’ unvested stock
options (estimated value of $48,301) would immediately vest and the estate would have one year to exercise. Life
insurance proceeds are calculated as one times base salary, assuming natural death, which is the same benefit level
to all U.S. associates. Upon disability any unvested stock options granted on or after January 1, 2006 would
immediately vest and Mr. Humes would have five years from his date of disability to exercise unless options expire
first. In addition, unvested stock options granted prior to January 1, 2006 would continue to vest in accordance with
their original vesting schedule and Mr. Humes would have one year to exercise from the last vesting date unless
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