Ingram Micro 2007 Annual Report Download - page 73

“Shares” means shares of Class A common stock, $.01 par value, of Ingram Micro or such other
securities as may be designated by the Committee from time to time.
“Stock Appreciation Right” means any right granted under Section 7 of the Plan.
“Sub-Plan” means any sub-plan or sub-plans adopted by the Committee under Section 14(q) of the Plan.
“Substitute Awards” means Awards granted in assumption of, or in substitution for, outstanding awards
previously granted by a company acquired by Ingram Micro or with which Ingram Micro combines.
SECTION 3. Administration.
(a) Authority of Committee. The Plan shall be administered by the Committee. Subject to the terms of the Plan,
applicable law and contractual restrictions affecting Ingram Micro, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to:
designate Participants; determine the type or types of Awards to be granted to an Eligible Individual; determine the
number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in
connection with, Awards; determine the terms and conditions of any Award and Award Agreement; determine
whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which
Awards may be settled, exercised, canceled, forfeited, or suspended; determine whether, to what extent, and under
what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with
respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee;
interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan;
establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; make any other determination and take any other action that the Committee
deems necessary or desirable for the administration of the Plan; and adopt and administer one or more Sub-Plans. The
Committee may, in its sole discretion, delegate to one or more Executive Officers the power to make Awards under the
plan provided that at the time of such grant no recipient of such Awards shall be an Executive Officer. Without limiting
the foregoing, the Committee may impose such conditions with respect to the exercise and/or settlement of any
Awards, including without limitation, any relating to the application of federal or state securities laws or the laws, rules
or regulations of any jurisdiction outside the United States, as it may deem necessary or advisable.
(b) Committee Discretion Binding. Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all
Persons, including Ingram Micro, any Affiliate, any Participant, any holder or beneficiary of any Award, any
shareholder and any Eligible Individual.
(c) Prohibitions. Subject to Section 4(c) and Section 12, the Committee may not, without the approval of
Ingram Micro’s shareholders, (i) lower the price per share of an Option or Stock Appreciation Right after it is
granted, (ii) cancel an Option or Stock Appreciation Right in exchange for cash or another Award (other than in
connection with a Substitute Award) when the Option or Stock Appreciation Right price per share exceeds the Fair
Market Value of the underlying Shares, or (iii) take any other action with respect to an Option or Stock Appreciation
Right that would be treated as a repricing under the rules and regulations of the principal securities exchange on
which the Shares are traded.
SECTION 4. Shares Available for Awards.
(a) Number of Shares. Subject to adjustment as provided in Section 4(c) and 4(d), a total of
11,734,000 Shares shall be authorized for grant under the Plan, less one (1) Share for every one (1) Share that
was subject to an option or stock appreciation right granted after January 26, 2008 from any of the Prior Plans and
1.9 Shares for every one (1) Share that was subject to an award other than an option or stock appreciation right
granted after January 26, 2008 under the Prior Plans. Any Shares that are subject to Awards of Options or Stock
Appreciation Rights shall be counted against this limit as one (1) Share for every one (1) Share granted. Any Shares
that are subject to Awards granted under the Plan other than Options or Stock Appreciation Rights shall be counted
against this limit as 1.9 Shares for every one (1) Share granted. After the effective date of the Plan (as provided in
Section 15(a)), no awards may be granted under any Prior Plan. In addition, subject to adjustment under Section 4(c),
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