Ingram Micro 2007 Annual Report Download - page 74

no more than 11,734,000 Shares may be subject to Incentive Stock Options granted under the Plan and no Eligible
Individual may receive Awards under the Plan in any calendar year that relate to more than 2,000,000 Shares.
(b) Forfeited or Expired Shares; Settled Awards. If (i) any Shares subject to an Award are forfeited or expire
or an Award is settled for cash (in whole or in part), or (ii) after January 26, 2008 any Shares subject to an award
under the Prior Plans are forfeited or expire or an award under the Prior Plans is settled for cash (in whole or in part),
the Shares subject to such Award or award under the Prior Plans shall, to the extent of such forfeiture, expiration or
cash settlement, again be available for Awards under the Plan, in accordance with Section 4(e) below. Notwith-
standing anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized
for grant under paragraph (a) of this Section: (i) Shares tendered by a Participant or withheld by Ingram Micro in
payment of the exercise price of an Option, (ii) Shares tendered by a Participant or withheld by Ingram Micro to
satisfy any tax withholding obligation with respect to an Award, and (iii) Shares subject to a Stock Appreciation
Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise
thereof.
(c) Adjustments. In the event that the Committee determines that any dividend or other distribution (whether
in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split,
reorganization, reclassification, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of
Shares or other securities of Ingram Micro, issuance of warrants or other rights to purchase Shares or other securities
of Ingram Micro, or other similar corporate transaction or event affects the Shares such that an adjustment is
determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may
deem equitable, adjust any or all of the number of Shares of Ingram Micro (or number and kind of other securities or
property) with respect to which Awards may thereafter be granted, the number of Shares or other securities of
Ingram Micro (or number and kind of other securities or property) subject to outstanding Awards, and the grant or
exercise price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to the holder
of an outstanding Award; provided, in each case, that except to the extent deemed desirable by the Committee, no
such adjustment of Awards (i) of Incentive Stock Options shall be authorized to the extent that such authority would
cause the Plan to violate Section 422(b)(1) of the Code, as from time to time amended, or (ii) with respect to any
Award would be inconsistent with the Plan’s meeting the requirements of Section 162(m) of the Code, as from time
to time amended.
(d) Substitute Awards. Substitute Awards shall not reduce the Shares authorized for grant under the Plan or
authorized for grant to a Participant. Additionally, in the event that a company acquired by Ingram Micro or any
subsidiary of Ingram Micro or with which Ingram Micro or any subsidiary of Ingram Micro combines has shares
available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition
or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the
extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such
acquisition or combination to determine the consideration payable to the holders of common stock of the entities
party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares
authorized for grant under the Plan; provided that Awards using such available shares shall not be made after the
date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or
combination, and shall only be made to individuals who were not employed immediately before the transaction by
Ingram Micro or any of its subsidiaries.
(e) Shares Again Available for Awards. Any Shares that again become available for grant pursuant to this
Section 4 shall be added back as (i) one (1) Share if such Shares were subject to Options or Stock Appreciation
Rights granted under the Plan or options or stock appreciation rights granted under the Prior Plans, and (ii) as
1.9 Shares if such Shares were subject to Awards other than Options or Stock Appreciation Rights granted under the
Plan or awards other than options or stock appreciation rights granted under the Prior Plans.
(f) Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to an Award may consist, in
whole or in part, of authorized and unissued Shares or of treasury Shares.
SECTION 5. Eligibility. Any Eligible Individual shall be eligible to be designated a Participant.
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