Ingram Micro 2007 Annual Report Download - page 86

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Committee shall determine whether and the extent to which the applicable performance goals have been achieved
for such performance period and approve any payments, which determination and approvals shall be recorded in the
minutes of the Committee. In determining the amount earned under such awards, with respect to any award granted
to one or more Eligible Individuals, the Committee shall have the right to reduce or eliminate (but not to increase)
the amount payable at a given level of performance to take into account additional factors that the Committee may
deem relevant to the assessment of individual or corporate performance for the performance period.
(e) Payment of Awards. Awards may be paid in a lump sum or in installments following the close of the
performance period or, in accordance with procedures established by the Committee, on a deferred basis. With
respect to any award that is intended to constitute Qualified Performance-Base Compensation, a participant shall be
eligible to receive payment pursuant to such awards for a performance period only if and to the extent the
performance goals for such period are achieved, and only after the Committee has certified in writing that such goals
have been achieved. In no event may any participant be paid more than $7,500,000 under any one or more awards
under the Plan in any fiscal year of the Company.
(f) Applicability. The grant of an award to an Eligible Individual for a particular performance period shall
not require the grant of an award to such Eligible Individual in any subsequent performance period and the grant of
an award to any one Eligible Individual shall not require the grant of an award to any other Eligible Individual in
such period or in any other period.
(g) Additional Limitations. Notwithstanding any other provision of the Plan, any award that is intended to
constitute Qualified Performance-Based Compensation shall be subject to any additional limitations set forth in
Section 162(m) of the Code or any regulations or rulings issued thereunder that are requirements for Qualified
Performance-Based Compensation, and the Plan and the award agreement shall be deemed amended to the extent
necessary to conform to such requirements.
5. Miscellaneous Provisions. The Company shall have the right to deduct from all awards hereunder paid in
cash any federal, state, local or foreign taxes required by law to be withheld with respect to such awards. Neither the
Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ
of the Company. The costs and expenses of administering the Plan shall be borne by the Company and shall not be
charged to any award or to any participant receiving an award.
The Plan is not the exclusive method pursuant to which the Company may establish or otherwise make
available bonus or incentive payments to its executive officers and other key employees.
The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan and any
award shall be determined in accordance with the laws of the State of Delaware.
6. Effective Date, Amendments and Termination. The Plan shall become effective as of June 6, 2007 subject
to approval by the shareholders of the Company at its 2008 Annual Meeting of Shareholders. The Committee may at
any time terminate or from time to time amend the Plan in whole or in part, but no such action shall adversely affect
any rights or obligations with respect to any awards theretofore made under the Plan.
However, unless the shareholders of the Company shall have first approved thereof, no amendment of the Plan
shall be effective which would increase the maximum amount which can be paid to any one executive officer under
the Plan in any fiscal year, which would change the specified performance goals for payment of awards, or which
would modify the requirement as to eligibility for participation in the Plan.
Unless it is sooner terminated, or materially modified and approved by the shareholders of the Company, the
Plan shall be resubmitted for approval by the shareholders in the fifth year after it shall have been last approved by
the shareholders.
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