Ingram Micro 2007 Annual Report Download - page 55

award and any rules that may be applicable to awards. The scope of the Committee’s discretion includes, but is not
limited to, determining the effect that death, retirement, or other termination of employment of a participant may
have on an award made under the Amended 2003 Plan.
The exercise price of an option is determined by the Committee at the time of grant; however, the Amended
2003 Plan provides that no options may be granted at less than fair market value. The Committee may also
determine at the time of grant, and at any time thereafter, the terms under which options and other awards shall
vest and become exercisable. The Committee may not 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 or another award when
the option or stock appreciation right price per share exceeds the fair market value of the underlying shares, or
take any other action with respect to an option or stock appreciation right that would be treated as a repricing
under the rules and regulations of the principal securities exchange on which the shares are traded.
How many shares can be awarded under the Amended 2003 Plan?
As of January 26, 2008, the 2003 Plan had a total of 13,037,925 shares available for future grant, of which a
maximum of 3,133,179 shares may be granted as awards other than stock options and stock appreciation rights, with
the remaining 9,904,746 shares available only as stock options or stock appreciation rights. Under the Amended
2003 Plan, the existing available authorization will be converted into a fungible share pool consisting of
11,734,000 shares. This change will provide the Company with more flexibility to grant equity awards that best
support the Company’s future business and human capital strategies. If the Amended 2003 Plan is not approved, the
Company will have significantly fewer shares available to continue its performance restricted stock unit program.
Because of the performance conditions attached to performance restricted stock units, issuance of the units supports
both company financial goals as well as shareholder value creation. It is also important to note that the aggregate
shares available for future grant will be reduced by approximately 10% if the existing authorization is converted to
this fungible design.
Thus, under the Amended 2003 Plan, 11,734,000 shares of our Class A common stock or such other securities
as may be designated by the Committee from time to time, will be available for awards, less one share for every one
share that was subject to an option or stock appreciation right granted after January 26, 2008 from the 2003 Plan or
any prior plan, and less 1.9 shares for every one share that was subject to an award other than an option or stock
appreciation right granted after January 26, 2008 under the 2003 Plan or any prior plan. Furthermore, any shares that
are subject to awards of options or stock appreciation rights will be counted against this limit as one share for every
one share granted, and any shares that are subject to awards other than options or stock appreciation rights will be
counted against this limit as 1.9 shares for every one share granted. The fungible share pool of 11,734,000 shares
assumes that previously granted performance restricted stock units are settled in shares at target; however, if
additional shares are required to settle awards in excess of target, the number of shares available for future grant
under the fungible pool will be reduced accordingly based on the fungible share counting rules discussed
previously. If shareholders approve the Amended 2003 Plan, no awards may be granted under any prior plan
after the effective date of the Amended 2003 Plan. In addition, subject to adjustments the Committee is authorized
to make if the Committee determines such adjustments are appropriate upon a distribution, recapitalization, merger
or other similar corporate transaction 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 more than 2,000,000 shares.
If any shares covered by an award granted under the Amended 2003 Plan are forfeited, an award is settled for
cash or otherwise terminates or is canceled without the delivery of shares, then the shares covered by that award will
again become shares with respect to which awards may be granted. However, shares that are tendered or withheld as
payment of the exercise price or to satisfy any tax withholding obligation, or that are subject to a stock appreciation
right and are not issued in connection with the stock settlement of the stock appreciation right, will not again
become shares with respect to which awards may be granted. Each share that will again become a share with respect
to which awards may be granted will be added back as one share if such share was subject to an option or stock
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