Ingram Micro 2007 Annual Report Download - page 57

business conditions. Such determinations will be made within the time prescribed by, and otherwise in
compliance with, Section 162(m) of the Code.
(iii) Such goals may be established on a cumulative basis or in the alternative, and may be established on
a stand-alone basis with respect to the Company, any of its operating units, or an individual, or on a relative
basis with respect to any peer companies or index selected by the Committee.
(iv) Such goals may be based on an analysis of historical performance and growth expectations for the
business, financial results of other comparable businesses, and progress towards achieving the long-range
strategic plan for the business.
(v) Such goals will be established in such a manner that a third party having knowledge of the relevant
facts could determine whether the goals have been met.
To the extent necessary to comply with the requirements of Section 162(m) of the Code, with respect to any
award granted to one or more employees for whom such award is or could be subject to Section 162(m) of the Code,
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 earlier
time as may be required under Section 162(m) of the Code), the Committee must, in writing, (a) designate one or
more participants, (b) select the performance criteria and adjustments applicable to the performance period (as
provided above), (c) establish the performance goals and amounts of such awards, as applicable, which may be
earned for such performance period based on the performance criteria, (d) specify the relationship between
performance criteria and the performance goals and the amounts of such awards, as applicable, to be earned by each
participant for such performance period, and (e) establish, in terms of an objective formula or standard, the method
for computing the amount of compensation payable upon attainment of the performance goals, such that a third
party having knowledge of the relevant facts could calculate the amount to be paid. Following the completion of
each performance period, the Committee must determine whether and the extent to which the applicable
performance goals have been achieved for such performance period and approve any payments, which determi-
nation and approvals will be recorded in minutes of the Committee. In determining the amount earned under such
awards, with respect to any award granted to one or more employees for whom such award is or could be subject to
Section 162(m) of the Code and which is intended to constitute “qualified performance-based compensation,” the
Committee will have the right to reduce or eliminate (but not to increase) the amount payable at a given level of
performance to take into account additional factors that the Committee may deem relevant to the assessment of
individual or corporate performance for the performance period.
Unless otherwise provided in the applicable award agreement and only to the extent otherwise permitted by
Section 162(m) of the Code, as to an award that is intended to constitute “qualified performance-based compen-
sation,” the participant must be employed by the Company or any of its affiliates throughout the performance
period. Furthermore, a participant will be eligible to receive payment pursuant to such awards for a performance
period only if and to the extent the performance goals for such period are achieved, and only after the Committee has
certified in writing that such goals have been achieved.
How can the Amended 2003 Plan be amended or terminated?
Our Board of Directors may amend, alter, or terminate the Amended 2003 Plan at any time. However, we must
generally obtain approval by our shareholders for any change that would increase the number of shares subject to the
Amended 2003 Plan, increase the per 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 or another award
when the option or stock appreciation right price per share exceeds the fair market value of the underlying shares, or
effect a repricing of outstanding stock options or stock appreciation rights,or that would require shareholder approval
under any regulatory or tax requirement that our Board deems desirable to comply with or to obtain relief under. In
addition, any amendment, alteration or termination of the Amended 2003 Plan is subject to the requirement that no rights
under an outstanding award may be impaired by such action without the consent of the holder. The Committee may
amend or modify the terms of any outstanding award, but only with the consent of the participant if such amendment
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