Ingram Micro 2007 Annual Report Download - page 71

EXHIBIT A
INGRAM MICRO INC.
AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN
SECTION 1. Purpose. The purposes of the Ingram Micro Inc. Amended and Restated 2003 Equity Incentive
Plan are to promote the interests of Ingram Micro Inc. and its shareholders by (i) attracting and retaining exceptional
members of the Board, executive personnel and other key employees of Ingram Micro and its Affiliates, as defined
below; (ii) motivating such employees and Board members by means of performance-related incentives to achieve
longer-range performance goals; and (iii) enabling such employees and Board members to participate in the long-
term growth and financial success of Ingram Micro.
SECTION 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below:
“Affiliate” means (i) any entity that is, directly or indirectly, controlled by Ingram Micro and (ii) any
other entity in which Ingram Micro has a significant equity interest or which has a significant equity interest in
Ingram Micro, in either case as determined by the Committee.
“Award” means any Option, Stock Appreciation Right, award of Restricted Stock, Performance Award,
Restricted Stock Unit or Other Stock-Based Award.
“Award Agreement” means any written agreement, contract, or other instrument or document evidenc-
ing any Award, which may, but need not, be executed or acknowledged by a Participant.
“Board” means the Board of Directors of Ingram Micro.
“Cause” means any of: (i) any willful act or omission by a Participant constituting dishonesty, fraud or
other malfeasance, which in any such case is demonstrably injurious to the financial condition or business
reputation of Ingram Micro or any of its Affiliates; (ii) a Participant’s commission of a felony or crime of moral
turpitude under the laws of the United States or any state thereof or any other jurisdiction in which Ingram
Micro or any of its Affiliates conducts business; and (iii) any willful violation by a Participant of any of Ingram
Micro’s policies of which such Participant has been given prior notice and which violation is demonstrably
detrimental to the best interests of Ingram Micro or any of its Affiliates.
For purposes of this definition, no act or failure to act will be deemed “willful” unless effected by a
Participant not in good faith and without a reasonable belief that such action or failure to act was in or not
opposed to the best interests of Ingram Micro and its Affiliates.
“Code” means the United States Internal Revenue Code of 1986, as amended from time to time and the
rules and regulations promulgated thereunder.
“Committee” means a committee of the Board designated by the Board to administer the Plan and
composed of not less than the minimum number of persons from time to time required by Rule 16b-3, each of
whom, to the extent necessary to comply with Rule 16b-3, Section 162(m) of the Code, and the rules of the
New York Stock Exchange, is a “Non-Employee Director” within the meaning of Rule 16b-3, an “Outside
Director” as determined under Section 162(m) of the Code, and an “independent director” under the rules of
the New York Stock Exchange. Until otherwise determined by the Board, the Human Resources Committee or
any successor or replacement thereof designated by the Board shall be the Committee under the Plan.
“Covered Employee” shall mean any Employee who is, or could be, a “covered employee” within the
meaning of Section 162(m) of the Code.
“Disability” shall have the meaning determined from time to time by the Committee.
“Eligible Individual” means any Employee, including any officer or employee-director of Ingram Micro
or any Affiliate, and any member of the Board.
“Employee” means an employee of Ingram Micro or any Affiliate.
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.
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