Ingram Micro 2007 Annual Report Download - page 84

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EXHIBIT B
INGRAM MICRO INC.
2008 EXECUTIVE INCENTIVE PLAN
This Ingram Micro Inc. 2008 Executive Incentive Plan (the “Plan”) constitutes an amendment and restatement
of the Ingram Micro Inc. Executive Incentive Plan, which was adopted effective as of February 12, 2002, subject to
approval by the shareholders of Ingram Micro Inc. (the “Company”), which approval was obtained on May 30,
2002. This Plan shall be effective as of June 6, 2007, subject to approval by the Company’s shareholders.
1. Purpose. The principal purpose of the Ingram Micro Inc. Executive Incentive Plan (the “Plan”)isto
provide incentives to executive officers of Ingram Micro Inc. (the “Company”) who have significant responsibility
for the success and growth of the Company and to assist the Company in attracting, motivating and retaining
executive officers on a competitive basis.
2. Administration of the Plan. The Plan shall be administered by the Human Resources Committee of the
Board of Directors (the “Committee”). The Committee shall have the sole discretion to interpret the Plan; establish
performance periods from time to time, approve a pre-established objective performance measure or measures from
time to time; certify the level to which each performance measure was attained prior to any payment under the Plan;
approve the amount of awards made under the Plan; and determine who shall receive any payment under the Plan.
The Committee shall have full power and authority to administer and interpret the Plan and to adopt such rules,
regulations and guidelines for the administration of the Plan and for the conduct of its business as the Committee
deems necessary or advisable. The Committee’s interpretations of the Plan, and all actions taken and determinations
made by the Committee pursuant to the powers vested in it hereunder, shall be conclusive and binding on all parties
concerned, including the Company, its shareholders and any person receiving an award under the Plan.
3. Eligibility. Executive officers and other key management personnel of the Company and its affiliates
(each an “Eligible Individual”) shall be eligible to receive awards under the Plan. The Committee shall designate
the executive officers and other key management personnel who will participate in the Plan from time to time.
4. Awards.
(a) Grant. Subject to the provisions of the Plan, the terms of any applicable equity plan and the contractual
provisions affecting the Company, the Committee shall have sole and complete authority to determine the Eligible
Individuals who shall receive an award, which shall consist of a right which is denominated in cash or shares of the
Company’s Class A common stock, 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. If an individual becomes an executive officer during the year,
such individual may be granted eligibility for an award for that year upon such individual becoming an executive
officer.
(b) Terms and Conditions. Subject to the terms of the Plan, the terms of any applicable equity plan any
contractual provisions affecting the Company and any applicable award agreement, the Committee shall determine
the performance periods (which may be short or long-term, and which may overlap), the performance goals to be
achieved during any performance period, the incentive award targets for participants, the amount of any award and
the amount and kind of any payment or transfer to be made pursuant to any award, and whether such awards are
intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the “Code,”and such compensation “Qualified Performance-Based
Compensation”).
(c) Performance Goals with Respect to Qualified Performance-Based Compensation. Any awards under the
Plan that are intended to constitute Qualified Performance-Based Compensation shall be interpreted, construed and
administered in a manner that satisfies the requirements of Section 162(m) of the Code and the Treasury
Regulations thereunder. Any performance goals established by the Committee for any award granted under the
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