Ingram Micro 2007 Annual Report Download - page 76

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service with Ingram Micro or any Ingram Micro subsidiary, or any other criteria selected by the Committee. At any
time after grant of a Stock Appreciation Right, the Committee may, in its sole discretion and subject to whatever
terms and conditions it selects, accelerate the period during which a Stock Appreciation Right vests.
(c) Term. The maximum term of a Stock Appreciation Right shall be ten (10) years.
(d) Exercise and Payment. A Stock Appreciation Right shall entitle a Participant to receive an amount equal
to the excess of the Fair Market Value of a Share on the date of exercise of the Stock Appreciation Right over the
grant price thereof. The Committee shall determine whether a Stock Appreciation Right shall be settled in cash,
Shares or a combination of cash and Shares.
(e) Other Terms and Conditions. Subject to the terms of the Plan and any applicable Award Agreement, the
Committee shall determine, at or after the grant of a Stock Appreciation Right, the term, methods of exercise,
methods and form of settlement, and any other terms and conditions of any Stock Appreciation Right. Any such
determination by the Committee may be changed by the Committee from time to time and may govern the exercise
of Stock Appreciation Rights granted or exercised prior to such determination as well as Stock Appreciation Rights
granted or exercised thereafter. The Committee may impose such conditions or restrictions on the exercise of any
Stock Appreciation Right as it shall deem appropriate.
SECTION 8. Restricted Stock and Restricted Stock Units.
(a) Grant. Subject to the provisions of the Plan and contractual provisions affecting Ingram Micro, the
Committee shall have sole and complete authority to determine the Eligible Individuals to whom Shares of
Restricted Stock and Restricted Stock Units shall be granted, the number of Shares of Restricted Stock and/or
the number of Restricted Stock Units to be granted to each Participant, the duration of the period during which, and
the conditions under which, the Restricted Stock and Restricted Stock Units may be forfeited to Ingram Micro, and
the other terms and conditions of such Awards.
(b) Vesting. The Committee shall determine and specify the date or dates on which the Shares of Restricted
Stock and the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions
to vesting as it deems appropriate, including conditions based on one or more specific criteria, including service to
Ingram Micro or any Ingram Micro subsidiary, in each case on a specified date or dates or over any period or
periods, as the Committee determines.
(c) Payment. Each Restricted Stock Unit shall have a value equal to the Fair Market Value of a Share.
Restricted Stock Units shall be paid in cash, Shares, other securities, or other property, as determined in the sole
discretion of the Committee, upon the lapse of the restrictions applicable thereto, or otherwise in accordance with
the applicable Award Agreement.
(d) Dividends and Distributions. Dividends and other distributions paid on or in respect of any Shares of
Restricted Stock and dividend equivalents with respect to Restricted Stock Units may be paid directly to a
Participant, or may be reinvested in additional Shares of Restricted Stock or in additional Restricted Stock Units, as
determined by the Committee in its sole discretion.
SECTION 9. Performance Awards.
(a) Grant. Subject to the provisions of the Plan and contractual provisions affecting Ingram Micro, the
Committee shall have sole and complete authority to determine the Eligible Individuals who shall receive a
“Performance Award”, which shall consist of a right which is denominated in cash or Shares, valued, as determined
by the Committee, in accordance with the achievement of such performance goals during such performance periods
as the Committee shall establish, and payable at such time and in such form as the Committee shall determine.
(b) Terms and Conditions. Subject to the terms of the Plan, any contractual provisions affecting Ingram
Micro and any applicable Award Agreement, the Committee shall determine the performance goals to be achieved
during any performance period, the length of any performance period, the amount of any Performance Award and
the amount and kind of any payment or transfer to be made pursuant to any Performance Award.
(c) Qualified Performance-Based Compensation. The Committee, in its sole discretion, may determine
whether an Award is to constitute “qualified performance-based compensation” within the meaning of
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