Ingram Micro 2007 Annual Report Download - page 63

The following is a summary of the material terms of the 2008 EIP and is not intended to be complete. However,
a copy of the 2008 EIP is attached to this proxy statement as Exhibit B and you are advised to review the actual terms
of the 2008 EIP.
Recommendation of the Board of Directors
The Board of Directors recommends a vote for the approval of the 2008 EIP, which is designated as
Proposal No. 3 on the enclosed proxy card.
What is the purpose of the 2008 EIP?
The principal purpose of the 2008 EIP is to provide incentives to our executive officers who have significant
responsibility for our success and growth and to assist us in attracting, motivating and retaining executive officers on
a competitive basis, and to permit the Company to deduct such compensation under Section 162(m) of the Code.
The 2008 EIP is not the exclusive method pursuant to which we may establish or otherwise make available bonus or
incentive payments to our executive officers and other key employees.
What types of awards may be granted under the 2008 EIP?
Under the 2008 EIP, the Company may grant bonuses and performance shares. Amounts payable pursuant to
performance shares will depend on whether the Company achieves the threshold, target, or maximum performance
goals specified for each performance period. Performance periods may be short-term or long-term and may overlap.
Awards under the 2008 EIP may be paid in cash or in shares of the Company’s common stock. If the awards are paid
in shares, the awards will also be subject to the terms of the Company’s equity plan that applies to such awards.
Who administers the 2008 EIP?
The Human Resources Committee of our Board of Directors (the “Human Resources Committee”) will have
the sole discretion to administer and interpret the 2008 EIP; establish performance periods from time to time;
approve a pre-established objective performance measure or measures from time to time; certify the level to which
each performance measure was attained prior to any payment under the 2008 EIP; approve the amount of awards
made under the 2008 EIP; and determine who will receive any payment under the 2008 EIP.
The Human Resources Committee will have full power and authority to adopt such rules, regulations and
guidelines for the administration of the 2008 EIP and for the conduct of its business as the Human Resources
Committee deems necessary or advisable. The Human Resources Committee’s interpretations of the 2008 EIP, and
all actions taken and determinations made by the Human Resources Committee pursuant to the powers vested in it
hereunder, will be conclusive and binding on all parties concerned, including the Company, its shareholders and any
person receiving an award under the 2008 EIP.
Who are eligible to participate in the 2008 EIP?
Executive officers and other key management personnel of the Company and its affiliates will be eligible to
receive awards under the 2008 EIP, which awards may be intended to constitute “qualified performance-based
compensation” within the meaning of Section 162(m) of the Code (“Qualified Performance-Based Compensa-
tion”). The Human Resources Committee will designate the executive officers and other key management personnel
who will participate in the 2008 EIP from time to time. We believe that, initially, approximately 12 individuals will
be eligible to participate in the 2008 EIP.
What are the terms of the 2008 EIP?
The Human Resources Committee will determine the performance goals to be achieved during any perfor-
mance period, the length of any performance period, the amount of any award and the amount and kind of any
payment or transfer to be made pursuant to any award.
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