Ingram Micro 2007 Annual Report Download - page 72

“Executive Officer” means, at any time, an individual who is an executive officer of Ingram Micro within
the meaning of Exchange Act Rule 3b-7 or who is an officer of Ingram Micro within the meaning of Exchange
Act Rule 16a-1(f).
“Fair Market Value” means with respect to the Shares, as of any given date or dates, the reported closing
price of a share of such class of common stock on such exchange or market as is the principal trading market
for such class of common stock as reported in the Wall Street Journal or such other publication selected by the
Committee. If such class of common stock is not traded on an exchange or principal trading market on such
date, the fair market value of a Share shall be determined by the Committee in good faith taking into account as
appropriate recent sales of the Shares, recent valuations of the Shares, the lack of liquidity of the Shares, the
fact that the Shares may represent a minority interest and such other factors as the Committee shall in its
discretion deem relevant or appropriate.
“Greater Than 10% Stockholder” means an individual then owning (within the meaning of Sec-
tion 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the
company or any subsidiary corporation (as defined in Section 424(f) of the Code) or parent corporation thereof
(as defined in Section 424(e) of the Code.
“Incentive Stock Option” means a right to purchase Shares from Ingram Micro that is granted under
Section 6 of the Plan and that is intended to meet the requirements of Section 422 of the Code or any successor
provision thereto.
“Ingram Micro” means Ingram Micro Inc., a Delaware corporation, together with any successor thereto.
“Non-Qualified Stock Option” means a right to purchase Shares from Ingram Micro that is granted under
Section 6 of the Plan and that is not intended to be an Incentive Stock Option.
“Option” means an Incentive Stock Option or a Non-Qualified Stock Option.
“Other Stock-Based Award” means any right granted under Section 10 of the Plan.
“Participant” means any Eligible Individual selected by the Committee to receive an Award under the
Plan (and to the extent applicable, any heirs or legal representatives thereof).
“Performance Award” means any right granted under Section 9 of the Plan.
“Person” means any individual, corporation, limited liability company, partnership, association, joint-
stock company, trust, unincorporated organization, government or political subdivision thereof or other entity.
“Plan” means this Ingram Micro Inc. Amended and Restated 2003 Equity Incentive Plan.
“Prior Plans” means the Ingram Micro Inc. 2000 Equity Incentive Plan, the Ingram Micro Inc. 1998
Equity Incentive Plan, and the Ingram Micro Inc. 1996 Equity Incentive Plan.
“Qualified Performance-Based Compensation” shall have the meaning set forth in Section 9(c) of the
Plan.
“Restricted Stock” means any Shares granted under Section 8 of the Plan.
“Restricted Stock Unit” means any unit granted under Section 8 of the Plan.
“Retirement” shall have the meaning determined from time to time by the Committee and shall mean
initially termination of employment of Participants residing in a non-European Union country at the time of
termination of employment other than by reason of death, Disability or Cause if on the termination date the
Participant is at least either (1) 65 years of age and has at least 5 years of service with Ingram Micro and its
Affiliates or (2) 55 years of age and has at least 10 years of service with Ingram Micro and its Affiliates.
“Rule 16b-3” means Rule 16b-3 as promulgated and interpreted by the SEC under the Exchange Act, or
any successor rule or regulation thereto as in effect from time to time.
“SEC” means the United States Securities and Exchange Commission or any successor thereto.
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