Ingram Micro 2007 Annual Report Download - page 80

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SECTION 13. Amendment and Termination.
(a) Amendments to the Plan. The Board may terminate or discontinue the Plan at any time and the Board or
the Committee may amend or alter the Plan or any portion thereof at any time; provided that no such amendment,
alteration, discontinuation or termination shall be made without shareholder approval if such approval is necessary
to comply with any tax or regulatory requirement or to comply with the listing or other requirements of any relevant
exchange, including for these purposes any approval requirement which is a prerequisite for exemptive relief from
Section 16(b) of the Exchange Act or Section 162(m) of the Code, for which or with which the Board or the
Committee deems it necessary or desirable to qualify or comply; provided, however, that any amendment to the
Plan shall be submitted to Ingram Micro’s shareholders for approval not later than the earliest annual meeting for
which the record date is after the date of such Board action if such amendment would:
(i) materially increase the number of Shares reserved for issuance and delivery under Section 4(a) of the
Plan;
(ii) increase the per-person annual limits under Section 4(a) of the Plan;
(iii) increase the number of Shares that may be issued and delivered under the Plan in connection with
awards other than Options and Stock Appreciation Rights under Section 4(a) of the Plan;
(iv) except to the extent provided in Section 4(c), increase the number of Shares which may be issued in
connection with Awards described in Section 4(a) of the Plan; or
(v) amend any of the terms and conditions of this Section 13(a).
(b) Amendments to Awards. Subject to the terms of the Plan and applicable law, the Committee may waive
any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award
theretofore granted, prospectively or retroactively; provided that any such waiver, amendment, alteration, sus-
pension, discontinuance, cancellation or termination that would adversely affect the rights of any Participant or any
holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the
affected Participant, holder or beneficiary.
(c) Cancellation. Any provision of this Plan or any Award Agreement to the contrary notwithstanding, the
Committee may cause any Award granted hereunder to be canceled in consideration of a cash payment or alternative
Award made to the holder of such canceled Award equal in value to the Fair Market Value of such canceled Award.
(d) Prohibition on Repricing. Subject to Section 4(c) and Section 12, the Committee shall not, without the
approval of the stockholders of Ingram Micro, (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 14. General Provisions.
(a) Dividend Equivalents. In the sole and complete discretion of the Committee, an Award, whether made as
an Other Stock-Based Award under Section 10 or as an Award granted pursuant to Sections 8 or 9 hereof, may
provide a Participant with dividends or dividend equivalents, payable in cash, Shares, other securities or other
property on a current or deferred basis.
(b) Nontransferability.
(i) Except as provided in subsection (ii) below, no Award shall be assigned, alienated, pledged, attached,
sold or otherwise transferred or encumbered by a Participant, except by will or the laws of descent and
distribution.
(ii) Notwithstanding subsection (i) above, the Committee may determine that an Award may be
transferred by a Participant to one or more members of a Participant’s immediate family, to a partnership
of which the only partners are members of a Participant’s immediate family, or to a trust established by a
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