Ingram Micro 2007 Annual Report Download - page 81

Participant for the benefit of one or more members of a Participant’s immediate family. For this purpose,
immediate family means a Participant’s spouse, parents, children, grandchildren and the spouses of such
parents, children and grandchildren. A transferee described in this subsection (ii) may not further transfer an
Award. A trust described in this subsection (ii) may not be amended to benefit any Person other than a member
of a Participant’s immediate family. An Award transferred pursuant to this subsection shall remain subject to
the provisions of the Plan, including, but not limited to, the provisions of Section 11 relating to the effect on the
Award of the death, Retirement or termination of employment of a Participant, and shall be subject to such
other rules as the Committee shall determine.
(c) No Rights to Awards. No Eligible Individual, Participant or other Person shall have any claim to be
granted any Award, and there is no obligation for uniformity of treatment of Eligible Individuals, Participants, or
holders or beneficiaries of Awards. The terms and conditions of Awards need not be the same with respect to each
recipient.
(d) Share Certificates. All certificates for Shares or other securities of Ingram Micro or any Affiliate
delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other
requirements of the SEC or any stock exchange upon which such Shares or other securities are then listed and any
applicable federal, state or foreign laws or rules or regulations, and the Committee may cause a legend or legends to
be put on any such certificates to make appropriate reference to such restrictions.
(e) Withholding. A Participant may be required to pay to Ingram Micro or any Affiliate, and Ingram Micro
or any Affiliate shall have the right and is hereby authorized to withhold from any Award, from any payment due or
transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant
the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding taxes in
respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other
action as may be necessary in the opinion of Ingram Micro or such Affiliate to satisfy all obligations for the payment
of such taxes. The number of Shares which may be so withheld shall be limited to the number of Shares which have a
Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based
on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes
that are applicable to such supplemental taxable income. The Committee may provide for additional cash payments
to holders of Awards to defray or offset any tax arising from any such grant, lapse, vesting, or exercise of any Award.
The Committee shall determine the fair market value of the Shares, consistent with applicable provisions of the
Code, for tax withholding obligations due in connection with any tax withholding obligation.
(f) Award Agreements. Each Award hereunder shall be evidenced by an Award Agreement which shall be
delivered to a Participant and shall specify the terms and conditions of the Award and any rules applicable thereto.
(g) No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent Ingram
Micro or any Affiliate from adopting or continuing in effect other compensation arrangements, which may, but need
not, provide for the grant of options, restricted stock, Shares and other types of Awards provided for hereunder
(subject to shareholder approval if such approval is required), and such arrangements may be either generally
applicable or applicable only in specific cases.
(h) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to
be retained in the employ or service of Ingram Micro or any Affiliate. Further, Ingram Micro or an Affiliate may at
any time dismiss a Participant from employment or service, free from any liability or any claim under the Plan,
unless otherwise expressly provided in the Plan or in any Award Agreement.
(i) Rights as a Shareholder. Subject to the provisions of the applicable Award, no Participant or holder or
beneficiary of any Award shall have any rights as a shareholder with respect to any Shares to be issued under the
Plan until he or she has become the registered holder of such Shares. Notwithstanding the foregoing, in connection
with each grant of Restricted Stock hereunder, the applicable Award shall specify if and to what extent a Participant
shall not be entitled to the rights of a shareholder in respect of such Restricted Stock.
(j) Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to
the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Delaware.
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