Change in Control Policy – Ingram Micro Inc.

1.0

PURPOSE

This Change in Control Policy (the “Policy“) is intended to
provide eligible officers of the Company with reasonable continuing financial
security in their employment and position with the Company, without distraction
from uncertainties or risks regarding their employment created by the
possibility of a Change in Control of the Company. This Policy sets forth the
terms and conditions regarding the payment of benefits for eligible officers in
connection with a potential or actual Change in Control of the Company.

2.0

APPLICABILITY

This Policy applies to such officers of the Company as the Administrator may
designate to participate in the Policy from time to time in its discretion
(collectively, the “Participants“). Any such designation shall
be in writing. The Administrator may remove a Participant from participating in
the Policy at any time by delivering written notice of such removal to the
Participant, provided, however, that such removal will not be
effective until the date that is one (1) year following the date on which the
Administrator delivers written notice of the removal to the Participant.

3.0

ADMINISTRATION

The Policy will be administered by the Human Resources Committee of the Board
of Directors (the “Committee“) unless the Board of Directors
determines to administer the Policy itself (the Committee or the Board of
Directors, as applicable, in its role administering the Policy is the
“Administrator“). The Administrator may delegate ministerial
administrative duties to one or more officers or employees of the Company.

4.0

POLICY

4.1.

Eligibility : Subject to a Participant153s employment by the
Company through such time, a Participant is entitled to the benefits described
in Section 4.2 hereof if such Participant153s employment with the Company
terminates by reason of a Qualifying Termination. With respect to such
Participant, the “Effective Date” shall mean the later of (a)
the date of the Participant153s “separation from service” from the Company (within
the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as
amended (the “Code“), and Treasury Regulation Section
1.409A-1(h)) (the “Termination Date“), and (b) the effective
date of the Change in Control.

4.2.

Benefits : With respect to a Participant meeting the
eligibility criteria for severance set forth in Section 4.1 hereof, subject to
Sections 4.9 and 4.10 hereof:

4.2.1

Subject to the Participant signing and not revoking, within thirty (30) days
following the Termination Date, a release and covenant agreement satisfactory to
the Company which may include, but is not limited to, confidentiality,
non-competition, non-solicitation, and no-raid provisions for a period of twelve
(12) months (a “Release“), the Company will pay to the
Participant in a single lump sum cash payment within fifteen (15) days after the
Effective Date, the aggregate amount of:

4.2.1.1

An amount equal to the product of (x) Participant153s Severance Multiplier,
times (y) the sum of the Participant153s Base Salary plus the Participant153s Target
Annual Bonus;

4.2.1.2

An amount equal to the product of (x) Participant153s Target Annual Bonus,
times (y) a fraction, the numerator of which is the number of days completed in
the then existing fiscal year through the Termination Date, and the denominator
of which is three hundred sixty-five (365); and

4.2.1.3

An amount equal to the product of (x) the Participant153s Severance Multiplier,
times (y) the annualized cost of the Company-sponsored medical, dental, and
vision insurance benefits in effect as of the Effective Date for the Participant
and his or her enrolled dependents, at a cost equal to 100% of the Company153s
premium rate for such benefits at such time.

4.2.2

The Company will pay to the Participant in a single lump sum cash payment
within fifteen (15) days after the Effective Date, an amount equal to the sum of
the Participant153s earned but unpaid Base Salary, accrued but unpaid vacation pay
and reasonable business expenses incurred but unpaid, in each case, through the
Termination Date.

4.2.3

The Company will provide to the Participant participation in a Company paid
outplacement program for up to one (1) year following the Effective Date, up to
a maximum cost to the Company of $20,000. The selection of the outplacement
assistance firm shall be at the discretion of the Company. The Participant may
not select a cash payment in lieu of this benefit.

4.3.

Equity and Long-Term Cash Awards : Subject to Sections 4.9
and 4.10 hereof, in the event of a Change in Control, with respect to each stock
option, restricted stock unit, restricted stock award, and long-term cash award
(each, an “Award“) granted by the Company to the Participant
under any of the Company153s equity or long-term cash award plans (each a
“Long-Term Incentive Plan“)

4.3.1

Immediately prior to the consummation of the Change in Control, each Award
that is not assumed or substituted with an equivalent award by the successor
corporation in the Change in Control (or a parent or subsidiary of such
successor corporation) shall become fully vested and, with respect to stock
options, exercisable and all forfeiture restrictions on any or all of such
Awards shall lapse, and any performance targets applicable to such Awards shall
be treated as satisfied.

4.3.2

If the Participant153s employment with the Company terminates by reason of a
Qualifying Termination, upon the Effective Date, each Award that is assumed or
substituted with an equivalent award by the successor corporation in the Change
in Control (or a parent or subsidiary of such successor corporation) and that
generally remains outstanding following such Change in Control shall become
fully vested and, with respect to stock options, exercisable and all forfeiture
restrictions on any or all of such Awards shall lapse, and any performance
targets applicable to such Awards shall be treated as satisfied. In addition,
with respect to any such Awards that are stock options, such stock options shall
remain outstanding and exercisable until the earliest to occur of: (i) later of
the second anniversary of the Effective Date or such later expiration date as
provided by the terms of the applicable Long-Term Incentive Plan and/or the
Participant153s award agreement for such stock options, or (ii) the stated
expiration of the stock option.

4.4.

Executive Physical Examination Program : Participation in
the Company153s Executive Physical Examination Program will cease on the
Termination Date.

4.5.

Retirement Plans : A Participant153s participation in the
Company153s retirement plan(s) and deferred compensation plan(s) will cease on the
Termination Date. Payment of accrued benefits and account balances in these
plans will be made in accordance with the plans153 provisions and the
Participant153s distribution election forms on file as of the Termination Date.

4.6.

Mitigation of Benefits : The Participant will not be
obligated to seek other employment in mitigation of the amounts payable or
arrangements made under this Policy. Obtaining any other employment will in no
event affect any of the Company153s obligations to make payments and arrangements
referenced within this Policy.

4.7.

Effect of Other Arrangements : This Policy applies to
certain terminations of a Participant153s employment with the Company, either (a)
within twenty-four (24)

months after the effective date of a Change in Control, (b) or during the
period commencing on the execution of a letter of intent or definitive agreement
that results in the consummation of a Change in Control within six (6) months
after the execution of such letter or agreement and ending on the date that the
Change in Control occurs. To the extent that the Participant becomes entitled to
accelerated vesting, extended exercisability and/or severance payments and
benefits under this Policy, as applicable, the terms and conditions of this
Policy shall control such payments and/or benefits in their entirety and such
payments and/or benefits shall supersede and replace any comparable accelerated
vesting, exercisability and/or severance benefits, as applicable, that the
Participant would otherwise be entitled to receive under the terms of any other
employment, severance or similar agreements, plans or arrangements with the
Company in connection with a Change in Control or any Qualifying Termination,
including without limitation, under the Company153s Executive Officer Severance
Policy, unless the Participant is entitled to receive greater payments and/or
benefits under an applicable employment agreement, in which case the Participant
may elect to receive such payments and/or benefits in lieu of the payments
and/or benefits provided hereunder. No termination of a Participant153s employment
shall be covered under both this Policy and the Company153s Executive Officer
Severance Policy. In no event shall the provisions of this Policy result in the
duplication of payments or benefits payable or provided to a Participant.

4.8.

Authority : The Administrator maintains the right to modify
or terminate this Policy at any time, with or without prior notification to any
Participant; provided, however, that no such modification or
termination will take effect until twelve (12) months after the date of such
modification or termination, unless the Administrator determines that an earlier
effective date is (a) necessary or appropriate pursuant to Section 4.9 hereof or
(b) will not materially reduce the benefits or potential benefits intended to be
made available under the Policy to any Participant.

4.9.

Section 409A : The payments and benefits under this Policy
are not intended to constitute “nonqualified deferred compensation” within the
meaning of Section 409A of the Code. Notwithstanding any provision of this
Policy to the contrary, in the event that the Company determines that any
payments or benefits payable hereunder may be subject to Section 409A of the
Code, the Company may adopt such amendments to this Policy or take any other
actions that the Company determines are necessary or appropriate to (i) exempt
such payments and benefits from Section 409A of the Code and/or preserve the
intended tax treatment of such payments or benefits, or (ii) comply with the
requirements of Section 409A of the

Code and related Department of Treasury guidance and thereby avoid the
application of penalty taxes under Section 409A of the Code.

Notwithstanding anything to the contrary in this Policy, no compensation or
benefits shall be paid to the Participant during the 6-month period following
the Participant153s “separation from service” (within the meaning of Section
409A(a)(2)(A)(i) of the Code if the Company determines that paying such amounts
at the time or times indicated in this Policy would be a prohibited distribution
under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts
is delayed as a result of the previous sentence, then on the first business day
following the end of such 6-month period (or such earlier date upon which such
amount can be paid under Section 409A of the Code without resulting in a
prohibited distribution, including as a result of the Participant153s death), the
Company shall pay the Participant a lump-sum amount equal to the cumulative
amount that would have otherwise been payable to the Participant during such
period.

4.10.

Section 280G

4.10.1

Notwithstanding anything to the contrary in this Policy,
any payment or benefit received or to be received by the Participant in
connection with a “change in control event” that would constitute a “parachute
payment” (each within the meaning of Code Section 280G), whether payable
pursuant to the terms of this Policy or any other plan, arrangements or
agreement with the Company (collectively, the “Total
Payments“), shall be reduced to the least extent necessary so that no
portion of the Total Payments shall be subject to the excise tax imposed by
Section 4999 of the Code, but only if, by reason of such reduction, the Net
After-Tax Benefit received by the Participant as a result of such reduction will
exceed the Net After-Tax Benefit that would have been received by the
Participant if no such reduction was made. If excise taxes may apply to the
Total Payments, the foregoing determination will be made by a nationally
recognized accounting firm (the “Accounting Firm“) selected by
the Company The Company will direct the Accounting Firm to submit any such
determinations and detailed supporting calculations to both any affected
Participant and the Company within thirty (30) days after the Effective Date or
such other date on which a payment becomes due.

4.10.2

If the Accounting Firm determines that a reduction in payments is required by
this Section 4.10, the Total Payments shall be reduced in the following order:
(A) reduction of any cash severance payments otherwise payable to

the Participant that are exempt from Section 409A of the Code; (B) reduction
of any other cash payments or benefits otherwise payable to the Participant that
are exempt from Section 409A of the Code, but excluding any payments
attributable to any acceleration of vesting or payments with respect to any
equity award that are exempt from Section 409A of the Code; (C) reduction of any
other payments or benefits otherwise payable to the Participant on a pro-rata
basis or such other manner that complies with Section 409A of the Code, but
excluding any payments attributable to any acceleration of vesting and payments
with respect to any equity award that are exempt from Section 409A of the Code;
and (D) reduction of any payments attributable to any acceleration of vesting or
payments with respect to any equity award that are exempt from Section 409A of
the Code, in each case beginning with payments that would otherwise be made last
in time.

4.10.3

If applicable, the Participant and the Company will each provide the
Accounting Firm access to and copies of any books, records and documents in
their respective possession, reasonably requested by the Accounting Firm, and
otherwise cooperate with the Accounting Firm in connection with the preparation
and issuance of the determinations and calculations contemplated by this Section
4.10. The fees and expenses of the Accounting Firm for its services in
connection with the determinations and calculations contemplated by this Section
4.10 will be borne by the Company.

4.11.

Return of Payment : Notwithstanding anything to the contrary
in this Policy, if the Participant receives any severance payments or other
benefits under this Policy and the Company subsequently determines that the
Participant had engaged in conduct which constituted Cause for the termination
of his employment by the Company prior to the Termination Date, the Participant
shall reimburse the Company for all payments and the value of all benefits
received by the Participant which would not have been made if the Participant153s
employment had been terminated by the Company for Cause with interest at the US
Prime Rate as published by Bloomberg Finance L.P., compounded annually, from the
date such payments or benefits were made until the date of repayment.

4.12.

Arbitration : With respect to any Participant, any
controversy or claim arising out of or relating to this Policy shall be
submitted to binding arbitration. By agreeing to arbitrate, the Participant
agrees to waive the Participant153s right to a jury trial. The arbitration will be
conducted in accordance with this Policy, the Federal Arbitration Act and the
Employment Arbitration Rules of the American

Arbitration Association, as in effect at the time of any arbitration pursuant
to this Policy (the “AAA Rules“). In the event of a conflict,
the provisions of the AAA Rules will control, except where those AAA Rules
conflict with this Policy, in which case this Policy will control. The
arbitration shall be conducted before a single neutral arbitrator, regardless of
the size of the dispute, to be selected as provided in the AAA Rules. The
arbitration shall be commenced and held in Orange County, California. Any issue
concerning the location of the arbitration, the extent to which any dispute is
subject to arbitration, the applicability, interpretation, or enforceability of
these procedures, including any contention that all or part of these procedures
are invalid or unenforceable, and any discovery disputes, shall be resolved by
the arbitrator. No potential arbitrator may serve on the panel unless he or she
has agreed in writing to be bound by these procedures. To the extent state law
is applicable, the arbitrator shall apply the law of California. Each party
will, upon the written request of the other party, promptly provide the other
with copies of all documents on which the producing party may rely in support of
or in opposition to any claim or defense and a report of any expert whom the
producing party may call as a witness in the arbitration hearing. Additional
discovery shall be conducted as permitted by the AAA Rules or as may be ordered
by the arbitrator upon a showing of good cause. All aspects of the arbitration
shall be treated as confidential and neither the parties nor the arbitrator may
disclose the existence, content or results of the arbitration, except as
necessary to comply with legal or regulatory requirements, or to enforce any
ruling or award. Before making any such disclosure, a party shall give written
notice to all other parties and shall afford such parties a reasonable
opportunity to protect their interests. The parties shall share all fees and
costs payable to the arbitrator or AAA equally, except that the Company will pay
all fees and costs that are unique to arbitration and/or in excess of the costs
that would be incurred if the action were filed in a court of competent
jurisdiction. All attorneys153 fees, witness fees and other costs shall be paid by
the party that incurs those costs and expenses, except to the extent that a
party is entitled to recover those costs or expenses under applicable law. The
result of the arbitration shall be rendered in writing and shall be binding on
the parties and judgment on the arbitrators153 award may be entered in any court
having jurisdiction.

5.0

RESPONSIBILITIES

6.0

PROCEDURES

7.0

RELATED DOCUMENTS

8.0

DEFINITIONS

For purposes of this Policy, the following terms will have the meanings set
forth below:

8.1.

“Base Salary” means, as of the Effective Date, the fixed
annual cash compensation that is generally paid in substantially equal periodic
payments over the course of the 12-month period approximating the calendar year.

8.2.

“Cause” means the occurrence of any one or more of the
following:

8.2.1

any willful, material violation by the Participant of any law or regulation
applicable to the business of the Company, the Participant153s conviction for, or
guilty plea to, a felony or a crime involving moral turpitude, or any willful
perpetration by the Participant of a common law fraud,

8.2.2

any material breach by the Participant of any provision of any agreement or
understanding between the Company and the Participant regarding the terms of the
Participant153s service as an employee, officer, director or consultant to the
Company, including without limitation, the willful and continued failure or
refusal of the Participant to perform the material duties required of such
Participant as an employee, officer, director or consultant of the Company,
other than as a result of having a disability, or a breach of any applicable
invention assignment and confidentiality agreement or similar agreement between
the Company and the Participant,

8.2.3

Participant153s willful disregard of the policies of the Company so as to cause
loss, damage or injury to the property, reputation or employees of the Company,

8.2.4

failure by Participant to substantially perform, or gross negligence in the
performance of Participant153s duties after there has been delivered to
Participant written demand for performance which describes the specific
deficiencies in Participant153s performance and the specific manner in which
performance must be improved, and which provides 30 days from the date of notice
to remedy performance deficiencies subject to remedy; or

8.2.5

any other misconduct by the Participant which is materially injurious to the
financial condition or business reputation of, or is otherwise materially
injurious to, the Company.

8.3.

“Change In Control” means the occurrence of any one of the
following events:

8.3.1

any “person” (as such term is used in Sections 13(d) and 14(d) of the
Securities and Exchange Act of 1934 (the “Exchange Act“))
becomes the

“beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly
or indirectly, of securities of Ingram Micro Inc. representing 35% or more of
the total voting power represented by Ingram Micro Inc.153s then-outstanding
voting securities;

8.3.2

the consummation of the sale or disposition by Ingram Micro Inc. of all or
substantially all of Ingram Micro Inc.153s assets;

8.3.3

the consummation of a merger or consolidation of Ingram Micro Inc. with any
other corporation, other than a merger or consolidation which would result in
the voting securities of Ingram Micro Inc. outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of
Ingram Micro Inc. or such surviving entity or its parent outstanding immediately
after such merger or consolidation or

8.3.4

any other transaction which qualifies as a “corporate transaction” under
Section 424(a) of the Code wherein the stockholders of Ingram Micro Inc. give up
all of their equity interest in Ingram Micro Inc. (except for the acquisition,
sale or transfer of all or substantially all of the outstanding shares of Ingram
Micro Inc.).

Notwithstanding the foregoing, if a Change in Control constitutes a payment
event with respect to any benefit payable under this Policy which provides for
the deferral of compensation that is subject to Section 409A of the Code, to the
extent required to avoid the imposition of additional taxes under Section 409A
of the Code, the transaction or event described in this Section 8.3, with
respect to such benefit shall only constitute a Change in Control for purposes
of the payment timing of such benefit if such transaction also constitutes a
“change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).

8.4.

“Company” means Ingram Micro Inc., a Delaware corporation,
and its wholly owned subsidiaries and affiliates. Company also means Ingram
Micro Inc.153s predecessor companies and their wholly-owned subsidiaries and
affiliates.

8.5.

“Good Reason” means a

8.5.1

a material diminution in the Participant153s authority, duties and
responsibilities,

8.5.2

a material diminution in the Participant153s annual base salary or
Participant153s aggregate incentive compensation opportunities (unless balanced by
an increase in base salary),

8.5.3

any action or inaction that constitutes a material breach by the Company of
this Policy with respect to the Participant; or

8.5.4

a material change by the Company in the geographic location of the
Participant153s principal place of employment (defined for this purpose to mean a
change in which the Participant153s place of employment is more than fifty (50)
miles from the Participant153s place of employment immediately prior to the Change
in Control, provided that such change results in an increase in the distance
from the Participant153s principal residence immediately prior to the Change in
Control, except for required travel on the Company153s business to an extent
substantially consistent with the Participant153s business travel obligations
immediately prior to the Change in Control);

provided, however, Good Reason shall not exist unless and
until the Participant satisfies the notice and cure period provisions set forth
below. The Participant must provide a notice of termination to the Company
within ninety (90) days of the initial existence of the condition, event or
circumstance that constitutes Good Reason. Upon receipt of such notice, the
Company shall have thirty (30) days during which it may remedy the condition,
event or circumstance that constitutes Good Reason, and if not so cured, the
Participant shall terminate his or her employment with the Company upon the
expiration of the Company153s period to remedy the condition, event or
circumstance that constitutes Good Reason. If the Company remedies such
condition, event or circumstance, then the Participant shall not be entitled to
terminate employment with the Company for Good Reason.

8.6.

“Net After-Tax Benefit” means (i) the Total Payments that
the Participant becomes entitled to receive from the Company which would
constitute “parachute payments” within the meaning of Code Section 280G, less
(ii) the amount of all federal, state and local income and employment taxes
payable with respect to the Total Payments, calculated at the maximum applicable
marginal income tax rate, less (iii) the amount of excise taxes imposed with
respect to the Total Payments under Section 4999 of the Code.

8.7.

“Qualifying Termination” means a termination of a
Participant153s employment with the Company by the Company without Cause or by the
Participant for Good

Reason, either (a) within twenty-four (24) months after the effective date of
a Change in Control, (b) or during the period commencing on the execution of a
letter of intent or definitive agreement (an “Agreement“) that
results in the consummation of a Change in Control within six (6) months after
the execution of such Agreement and ending on the date that the Change in
Control occurs.

8.8.

“Severance Multiplier” means

8.8.1

two (2), with respect to the Chief Executive Officer, and

8.8.2

one and one half (1.5), with respect to all Participants other than the Chief
Executive Officer.

8.9.

“Target Annual Bonus” means the Participant153s annual base
salary in effect on the Effective Date multiplied by the incentive award
percentage applicable to such Participant153s salary grade or position as
specified in the Company153s annual Executive Incentive Award Plan in effect for
the fiscal year in which the Effective Date occurs.

9.0

REVISION HISTORY

9.1.

Adopted September 7, 2010