Ingram Micro 2007 Annual Report Download - page 85

Plan that is intended to constitute Qualified Performance-Based Compensation shall satisfy the following
requirements:
(i) Such goals shall be based on any one or more of the following performance criteria: asset turn-over,
customer satisfaction, market penetration, associate satisfaction or similar indices, price of the Company’s
Class A common stock, stockholder return, return on assets, return on equity, return on investment, return on
capital, return on invested capital, return on working capital, return on sales, other return measures, sales
productivity, sales growth, total new sales, productivity ratios, expense targets, economic profit, economic
value added, net earnings (either before or after one or more of the following: interest, taxes, depreciation and
amortization), income (either before or after taxes), operating earnings or profit, gross or net profit or operating
margin, gross margin, gross or net sales or revenue, cash flow (including, but not limited to, operating cash
flow and free cash flow), net worth, earnings per share, earnings per share growth, operating unit contribution,
achievement of annual or multiple year operating profit plans, earnings from continuing operations, costs,
expenses, working capital, implementation or completion of critical projects or processes, performance
achievements on certain designated projects, debt levels, market share or similar financial performance
measures as may be determined by the Committee, any of which may be measured either in absolute terms or
as compared to any incremental increase or decrease or as compared to results of a peer group or to market
performance indicators or indices.
(ii) The Committee may, in its sole discretion, provide that one or more of the following objectively
determinable adjustments shall be made to one or more of such goals: items related to a change in accounting
principle; items relating to financing activities; expenses for restructuring or productivity initiatives; other
non-operating items; items related to acquisitions; items attributable to the business operations of any entity
acquired by the Company during the performance period; items related to the disposal of a business or segment
of a business; items related to discontinued operations; items attributable to any stock dividend, stock split,
combination or exchange of shares occurring during the performance period; or any other items of significant
income or expense which are determined to be appropriate adjustments; items relating to unusual or
extraordinary corporate transactions, events or developments, items related to amortization of acquired
intangible assets; items that are outside the scope of the Company’s core, on-going business activities; or items
relating to any other unusual or nonrecurring events or changes in applicable laws, accounting principles or
business conditions. Such determinations shall be made within the time prescribed by, and otherwise in
compliance with, Section 162(m) of the Code.
(iii) Such goals may be established on a cumulative basis or in the alternative, and may be established on
a stand-alone basis with respect to the Company, any of its operating units, or an individual, or on a relative
basis with respect to any peer companies or index selected by the Committee.
(iv) Such goals may be based on an analysis of historical performance and growth expectations for the
business, financial results of other comparable businesses, and progress towards achieving the long-range
strategic plan for the business.
(v) Such goals shall be established in such a manner that a third party having knowledge of the relevant
facts could determine whether the goals have been met.
(d) Procedures with Respect to Awards. To the extent necessary to comply with the requirements of
Section 162(m)(4)(C) of the Code, with respect to any award that is intended to constitute Qualified Performance-
Based Compensation, no later than 90 days following the commencement of any performance period or any
designated fiscal period or period of service (or such earlier time as may be required under Section 162(m) of the
Code), the Committee shall, in writing, (a) designate one or more participants, (b) select the performance criteria
and adjustments applicable to the performance period (as provided in Section 4(c) above), (c) establish the
performance goals, and amounts of such awards, as applicable, which may be earned for such performance period
based on the performance criteria, (d) specify the relationship between performance criteria and the performance
goals and the amounts of such awards, as applicable, to be earned by each participant for such performance period,
and (e) establish, in terms of an objective formula or standard, the method for computing the amount of
compensation payable upon attainment of the performance goals, such that a third party having knowledge of
the relevant facts could calculate the amount to be paid. Following the completion of each performance period, the
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