Ingram Micro 2007 Annual Report Download - page 60

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purposes of Section 162(m), if such awards are granted or vest based upon the achievement of one or more pre-
established objective performance goals using one of the performance criteria as described above.
The Amended 2003 Plan is structured in a manner that is intended to provide the Committee with the ability to
provide awards that satisfy the requirements for “qualified performance-based compensation” under Section 162(m)
of the Code. In the event the Committee determines that it is in our best interests to make use of such awards, the
remuneration attributable to those awards should not be subject to the $1 million limitation. We have not, however,
requested a ruling from the Internal Revenue Service or an opinion of counsel regarding this issue. This discussion
will neither bind the Internal Revenue Service nor preclude the Internal Revenue Service from adopting a contrary
position.
Section 409A of the Code. Certain awards under the Amended 2003 Plan may be considered “non-qualified
deferred compensation” for purposes of Section 409A of the Code, which imposes additional requirements on the
payment of deferred compensation. Generally, if at any time during a taxable year a non-qualified deferred
compensation plan fails to meet the requirements of Section 409A, or is not operated in accordance with those
requirements, all amounts deferred under the non-qualified deferred compensation plan for the current taxable year
and all preceding taxable years, by or for any participant with respect to whom the failure relates, are includible in
the gross income of the participant for the taxable year to the extent not subject to a substantial risk of forfeiture and
not previously included in gross income. If a deferred amount is required to be included in income under
Section 409A, the amount also is subject to interest and an additional income tax. The interest imposed is equal to
the interest at the underpayment rate plus one percentage point, imposed on the underpayments that would have
occurred had the compensation been includible in income for the taxable year when first deferred, or if later, when
not subject to a substantial risk of forfeiture. The additional income tax is equal to 20% of the compensation
required to be included in gross income.
What amounts were received or are to be received pursuant to awards granted over the life of the 2003
Plan to date?
From the period beginning on May 30, 2003 to March 31, 2008, the Company has made awards in the form of
option grants, restricted stock awards, time-vested restricted stock units, and performance-vested restricted stock
units. Such awards were or will be payable in shares of the Company’s common stock. Performance-vested
restricted stock units were or will be payable based on the Company’s performance, and amounts payable varied or
will vary depending on whether the Company achieved or achieves the threshold, target, or maximum performance
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