Ingram Micro 2007 Annual Report Download - page 62

(4) Includes 92,892 performance-vested restricted stock units that were cancelled or forfeited in connection with
Mr. Murai’s termination of employment, which occurred prior to the end of the relevant performance period(s)
with respect to which such performance-vested restricted stock units were granted.
(5) Hans Koppen resigned as an officer of the Company effective November 30, 2007 and terminated employment
with the Company on March 7, 2008.
(6) Includes 51,620 shares underlying options that were cancelled or forfeited in connection with Mr. Koppen’s
termination of employment.
(7) Includes 5,591 performance-vested restricted stock units that were cancelled or forfeited in connection with
Mr. Koppen’s termination of employment, which occurred prior to the end of the relevant performance
period(s) with respect to which such performance-vested restricted stock units were granted.
(8) Includes 3,559,874 shares underlying options that were cancelled or forfeited with respect to employees who
terminated employment prior to the vesting of such options.
(9) Includes 28,159 shares underlying restricted stock awards that were cancelled or forfeited with respect to
employees who terminated employment prior to the vesting of such restricted stock awards.
(10) Includes 271,812 shares underlying time-vested restricted stock units that were cancelled or forfeited with
respect to employees who terminated employment prior to vesting of such awards.
(11) Includes 106,639 performance-vested restricted stock units that were cancelled or forfeited with respect to
employees who terminated employment prior to the end of the relevant performance period(s) with respect to
which such performance-vested restricted stock units were granted.
What is the required vote to approve the proposal?
Approval of the Amended 2003 Plan requires the affirmative vote of a majority of the shares of Class A
common stock present or represented at the annual meeting and entitled to vote.
What if the required vote is not obtained?
If a majority of the shares of Class A common stock present or represented at the annual meeting and entitled to
vote does not vote to approve the Amended 2003 Plan, the 2003 Plan will continue in full force in accordance with
its terms as they were in effect immediately prior to the adoption of the Amended 2003 Plan, and the Amended 2003
Plan will not take effect, and the Company will continue to make awards under the 2003 Plan and its prior equity
compensation plans according to the terms of those plans.
PROPOSAL 3
APPROVAL OF THE
INGRAM MICRO INC. 2008 EXECUTIVE INCENTIVE PLAN
Effective as of June 6, 2007, our Board of Directors adopted, subject to the approval of the Company’s
shareholders, the Ingram Micro Inc. 2008 Executive Incentive Plan (the “2008 EIP”). The 2008 EIP constitutes an
amendment and restatement of the Ingram Micro Inc. Executive Incentive Plan, or the EIP, which was adopted
effective as of February 12, 2002 and approved by the Company’s shareholders on May 30, 2002. The effectiveness
of the 2008 Plan is subject to approval by the Company’s shareholders and is recommended by the Board of
Directors.
The 2008 EIP is being submitted to shareholders to allow for “qualified performance-based compensation”
that is paid under the 2008 EIP to be deductible by the Company for federal income tax purposes under the Code.
If the 2008 EIP is approved by the Company’s shareholders, no future awards will be made under the prior EIP.
If the 2008 EIP is not approved by the Company’s shareholders, the 2008 EIP will not take effect and no
compensation will be payable under the 2008 EIP.
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