Ingram Micro 2007 Annual Report Download - page 53

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(1) Does not reflect any unvested awards of time vested restricted stock units/awards of 1,423,013 (of which 32,834
have vested but for which receipt has been deferred to a future date, in accordance with 409A compliance) and
performance vested restricted stock units of 1,101,342 at 100% target and 2,681,906 at maximum achievement.
The weighted average remaining term of the outstanding options shown above is 5.41 years.
(2) The balance reflects shares available for future grant, taking into account previously granted options, time
vested restricted stock units/awards and performance vested restricted stock units assuming target achievement.
Of the 15,491,023 shares available for future grant, 4,667,617 may be granted in a form other than stock options
and stock appreciation rights. The number of shares available for issuance would be 13,910,459 if performance
vested restricted stock units are assumed at maximum achievement, of which 3,087,053 may be granted in a
form other than options and stock appreciation rights.
The following table provides information with respect to equity compensation plans under which our equity
securities are authorized for issuance, aggregated as all compensation plans previously approved by our share-
holders and all compensation plans not previously approved by our shareholders, as of January 26, 2008.
Plan Category
(a) Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights(1)
(b) Weighted-average
exercise price of
outstanding options,
warrants and rights(1)
(c) Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a)(2))
Equity compensation plans
approved by shareholders ..... 19,719,728 $15.6813 13,037,925
Equity compensation plans not
approved by shareholders ..... None None None
TOTAL .................... 19,719,728 NA 13,037,925
(1) Does not reflect any unvested awards of time vested restricted stock units/awards of 1,567,917 (of which 55,100
have vested but for which receipt has been deferred to a future date, in accordance with 409A compliance) and
performance vested restricted stock units of 1,987,411 at 100% target and 4,401,320 at maximum achievement.
The weighted average remaining term of the outstanding options shown above is 5.59 years.
(2) The balance reflects shares available for future grant, taking into account previously granted options, time
vested restricted stock units/awards and performance vested restricted stock units assuming target achievement.
Of the 13,037,925 shares available for future grant, 3,133,179 may be granted in a form other than stock options
and stock appreciation rights. The number of shares available for issuance would be 10,624,016 if performance
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, subject to the approval of the Company’s shareholders,
the Amended and Restated Ingram Micro Inc. 2003 Equity Incentive Plan (the “Amended 2003 Plan”), which will
become effective as of June 4, 2008. The Amended 2003 Plan constitutes an amendment and restatement of the
Ingram Micro Inc. 2003 Equity Incentive Plan, or the 2003 Plan, which was adopted effective as of May 7, 2003 and
approved by the Company’s shareholders on May 7, 2003. The effectiveness of the Amended 2003 Plan is subject to
approval by the Company’s shareholders and is recommended by the Board of Directors.
As further described below, the Amended 2003 Plan:
• converts the existing authorization of 13,037,925 shares available for grant under the 2003 Plan to a fungible
share pool consisting of 11,734,000 shares, pursuant to which the authorized share limit will be reduced by
one share for every share subject to a stock option or stock appreciation right granted under the Amended
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