Ingram Micro 2007 Annual Report Download - page 79

SECTION 11. Termination or Suspension of Employment or Service. The Committee shall have sole
discretion to determine a Participant’s rights with respect to any Award in the event of a Participant’s termination
of employment or service, including if a Participant’s employment or service with Ingram Micro or its Affiliates is
terminated by reason of death, Disability, or Retirement.
SECTION 12. Merger and other Corporate Transactions.
(a) In the event of a merger of Ingram Micro with or into another corporation, each outstanding Award may be
assumed or an equivalent award may be substituted by such successor corporation or a parent or subsidiary of such
successor corporation. If, in such event, an Award is not assumed or substituted the Committee may cause the Award
to become fully exercisable immediately prior to the date of the closing of the merger and all forfeiture restrictions
on any or all of such Awards to lapse. If an Award is exercisable in lieu of assumption or substitution in the event of a
merger, the Committee shall notify the Participant that the Award shall be fully exercisable for a period of fifteen
(15) days from the date of such notice, contingent upon the occurrence of the merger, and the Award shall terminate
upon the expiration of such period. For the purposes of this paragraph, the Award shall be considered assumed if,
following the merger, the Award confers the right to purchase or receive, for each Share subject to the Award
immediately prior to the merger, the consideration (whether stock, cash, or other securities or property) received in
the merger by holders of Shares for each Share held on the effective date of the transaction (and if the holders are
offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding
Shares). If such consideration received in the merger is not solely common stock of the successor corporation or its
parent, the Committee may, with the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Award, for each Share subject to the Award, to be solely common stock of the
successor corporation or its parent equal in fair market value to the per share consideration received by holders of
Shares in the merger.
(b) In the event of any transaction or event described in Section 12(a) or any unusual or nonrecurring
transactions or events affecting Ingram Micro, any Affiliate, or the financial statements of Ingram Micro or any
Affiliate, or of changes in applicable laws, regulations or accounting principles, the Committee, in its sole
discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action
taken prior to the occurrence of such transaction or event and either automatically or upon the Participant’s request,
is hereby authorized to take any one or more of the following actions whenever the Committee determines that such
action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events
or to give effect to such changes in laws, regulations or principles: (i) to provide for either (A) termination of any
such Award in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the
exercise of such Award or realization of the Participant’s rights (and, for the avoidance of doubt, if as of the date of
the occurrence of the transaction or event described in this section the Committee determines in good faith that no
amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then
such Award may be terminated by Ingram Micro without payment) or (B) the replacement of such Award with other
rights or property selected by the Committee in its sole discretion having an aggregate value not exceeding the
amount that could have been attained upon the exercise of such Award or realization of the Participant’s rights had
such Award been currently exercisable or payable or fully vested, (ii) to provide that such Award be assumed by the
successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options,
rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices, (iii) to make adjustments in the number and
type of shares of Ingram Micro’s stock (or other securities or property) subject to outstanding Awards and/or in the
terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards and
Awards which may be granted in the future, (iv) to provide that such Award shall be exercisable or payable or fully
vested with respect to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the
applicable Award Agreement and (v) to provide that the Award cannot vest, be exercised or become payable after
such event.
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