Ingram Micro 2007 Annual Report Download - page 75

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SECTION 6. Stock Options.
(a) Grant. Subject to the provisions of the Plan and contractual restrictions affecting Ingram Micro, the
Committee shall have sole and complete authority to determine the Eligible Individuals to whom Options shall be
granted, the number of Shares to be covered by each Option, the option price therefore and the conditions and
limitations applicable to the exercise of the Option. The Committee shall have the authority to grant Incentive Stock
Options, or to grant Non-Qualified Stock Options, or to grant both types of Options. In the case of Incentive Stock
Options, the terms and conditions of such grants shall be subject to and comply with such rules as may be prescribed
by Section 422 of the Code, as from time to time amended, and any regulations implementing such statute.
(b) Exercise Price. The Committee in its sole discretion shall establish the exercise price at the time each
Option is granted; provided, however, that except in connection with (i) Substitute Awards and (ii) adjustment of
outstanding Options pursuant to Section 4(c), the per share exercise price of an Option shall not be less than the Fair
Market Value of a Share on the date of grant (or, as to Incentive Stock Options, on the date the Option is modified,
extended or renewed for purposes of Section 424(h) of the Code). In addition, in the case of Incentive Stock Options
granted to a Greater Than 10% Stockholder, such price shall not be less than 110% of the Fair Market Value of a
Share on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of
Section 424(h) of the Code).
(c) Vesting. The period during which the right to exercise, in whole or in part, an Option vests in the
Participant shall be set by the Committee and the Committee may determine that an Option may not be exercised in
whole or in part for a specified period after it is granted. Such vesting may be based on service with Ingram Micro or
any Ingram Micro subsidiary, or any other criteria selected by the Committee. At any time after grant of an Option,
the Committee may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the
period during which an Option vests.
(d) Term. The maximum term of an Option shall be ten (10) years.
(e) Exercise. Each Option shall be exercisable at such times and subject to such terms and conditions as the
Committee may, in its sole discretion, specify in the applicable Award Agreement or thereafter.
(f) Payment. No Shares shall be delivered pursuant to any exercise of an Option until payment in full of the
option price therefore is received by Ingram Micro. Such payment may be made: in cash; in Shares (the value of
such Shares shall be their Fair Market Value on the date of exercise); by a combination of cash and such Shares; if
approved by the Committee, in accordance with a cashless exercise program under which either, if so instructed by a
Participant, Shares may be issued directly to such Participant’s broker or dealer upon receipt of the purchase price in
cash from the broker or dealer, or Shares may be issued by Ingram Micro to such Participant’s broker or dealer in
consideration of such broker’s or dealer’s irrevocable commitment to pay to Ingram Micro that portion of the
proceeds from the sale of such Shares that is equal to the exercise price of the Option(s) relating to such Shares; or in
such other manner as permitted by the Committee at the time of grant or thereafter.
SECTION 7. Stock Appreciation Rights.
(a) Grant. Subject to the provisions of the Plan and contractual restrictions affecting Ingram Micro, the
Committee shall have sole and complete authority to determine the Eligible Individuals to whom Stock Appre-
ciation Rights shall be granted, the number of Shares to be covered by each Stock Appreciation Right Award, the
grant price thereof and the conditions and limitations applicable to the exercise thereof; provided, however, that
except in connection with (i) Substitute Awards and (ii) adjustment of outstanding Stock Appreciation Rights
pursuant to Section 4(c), the per share grant price of a Stock Appreciation Right shall not be less than the Fair
Market Value of a Share on the date of grant. Stock Appreciation Rights may be granted in tandem with another
Award, in addition to another Award, or freestanding and unrelated to another Award. Stock Appreciation Rights
granted in tandem with or in addition to an Award may be granted either at the same time as the Award or at a later
time. Stock Appreciation Rights shall have a grant price as determined by the Committee on the date of grant.
(b) Vesting. The period during which the right to exercise, in whole or in part, a Stock Appreciation Right
vests in the Participant shall be set by the Committee and the Committee may determine that a Stock Appreciation
Right may not be exercised in whole or in part for a specified period after it is granted. Such vesting may be based on
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