Ingram Micro 2007 Annual Report Download - page 82

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(k) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal,
or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under
any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to
the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person
or Award and the remainder of the Plan and any such Award shall remain in full force and effect.
(l) Other Laws. The Committee may refuse to issue or transfer any Shares or other consideration under an
Award if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation, whether domestic or foreign, or entitle Ingram Micro
to recover any amounts under Section 16(b) of the Exchange Act, and any payment tendered to Ingram Micro by a
Participant in connection therewith shall be promptly refunded to the relevant Participant, holder or beneficiary.
Without limiting the generality of the foregoing, no Award granted hereunder shall be construed as an offer to sell
securities of Ingram Micro, and no such offer shall be outstanding, unless and until the Committee in its sole
discretion has determined that any such offer, if made, would be in compliance with all applicable requirements of
the federal securities laws and any other laws, whether domestic or foreign, to which such offer, if made, would be
subject.
(m) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust
or separate fund of any kind or a fiduciary relationship between Ingram Micro or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive payments from Ingram Micro or any
Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of
Ingram Micro or any Affiliate.
(n) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any
Award, and the Committee shall determine whether cash or other securities or other property shall be paid or
transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled,
terminated, or otherwise eliminated.
(o) Transfer Restrictions. Shares acquired hereunder may not be sold, assigned, transferred, pledged or
otherwise disposed of, except as provided in the Plan or the applicable Award Agreement.
(p) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to
facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.
(q) Sub-Plans. Subject to the terms hereof, the Committee may from time to time adopt one or more
Sub-Plans and grant Awards thereunder as it shall deem necessary or appropriate in its sole discretion in order that
Awards may comply with the laws, rules or regulations of any jurisdiction; provided, however, that neither the terms
of any Sub-Plan nor Awards thereunder shall be inconsistent with the Plan.
(r) Section 409A. To the extent that the Committee determines that any Award granted under the Plan is
subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and
conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be
interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other
interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that
may be issued after the date on which the Plan becomes effective. Notwithstanding any provision of the Plan to the
contrary, in the event that following the date on which the Plan becomes effective the Committee determines that
any Award may be subject to Section 409A of the Code and related Department of Treasury Guidance (including
such Department of Treasury guidance as may be issued after the date on which the Plan becomes effective), the
Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies
and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions,
that the Committee determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code
and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the
requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the
application of any penalty taxes under such Section.
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