Ingram Micro 2007 Annual Report Download - page 64

Any performance goals established by the Human Resources Committee for any awards granted under the 2008
EIP that are intended to constitute Qualified Performance-Based Compensation must satisfy the following requirements:
(i) Such goals must be based on any one or more of the following performance criteria: asset turn-over,
customer satisfaction, market penetration, associate satisfaction or similar indices, price of the Company’s
Class A common stock, stockholder return, return on assets, return on equity, return on investment, return on
capital, return on invested capital, return on working capital, return on sales, other return measures, sales
productivity, sales growth, total new sales, productivity ratios, expense targets, economic profit, economic
value added, net earnings (either before or after one or more of the following: interest, taxes, depreciation and
amortization), income (either before or after taxes), operating earnings or profit, gross or net profit or operating
margin, gross margin, gross or net sales or revenue, cash flow (including, but not limited to, operating cash
flow and free cash flow), net worth, earnings per share, earnings per share growth, operating unit contribution,
achievement of annual or multiple year operating profit plans, earnings from continuing operations, costs,
expenses, working capital, implementation or completion of critical projects or processes, performance
achievements on certain designated projects, debt levels, market share or similar financial performance
measures as may be determined by the Human Resources Committee, any of which may be measured either in
absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group
or to market performance indicators or indices.
(ii) The Human Resources Committee may, in its sole discretion, provide that one or more of the
following objectively determinable adjustments will be made to one or more of such goals: items related to a
change in accounting principle; items relating to financing activities; expenses for restructuring or productivity
initiatives; other non-operating items; items related to acquisitions; items attributable to the business oper-
ations of any entity acquired by the Company during the performance period; items related to the disposal of a
business or segment of a business; items related to discontinued operations; items attributable to any stock
dividend, stock split, combination or exchange of shares occurring during the performance period; any other
items of significant income or expense which are determined to be appropriate adjustments; items relating to
unusual or extraordinary corporate transactions, events or developments; items related to amortization of
acquired intangible assets; items that are outside the scope of the Company’s core, on-going business activities;
or items relating to any other unusual or nonrecurring events or changes in applicable laws, accounting
principles or business conditions. Such determinations must 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 Human Resources 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 must 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 that 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 Human Resources Committee must, in writing,
(a) designate one or more participants, (b) select the performance criteria and adjustments applicable to the
performance period, (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 Human Resources Committee must determine whether and the extent to which the
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