Indemnification Agreement – Officers and Directors – Ingram Micro Inc.

FORM OF INDEMNIFICATION AGREEMENT

INGRAM MICRO INC.

This Indemnification Agreement (this “Agreement“), made and
entered into as of the day of , 20 , by and between Ingram Micro Inc., a
Delaware corporation (the “Company“) and
(“Indemnitee“).

W I T N E S S E T H:

WHEREAS, highly competent persons have become more reluctant to serve
publicly-held corporations as directors or officers unless they are provided
with adequate protection through insurance or adequate indemnification against
risks of claims and actions against them arising out of their service to and
activities on behalf of the corporation.

WHEREAS, the Board of Directors of the Company (the
“Board“) has determined that, in order to attract and retain
qualified individuals, the Company will attempt to maintain on an ongoing basis,
at its sole expense, liability insurance to protect persons serving the Company
and its subsidiaries from certain liabilities. Although the furnishing of such
insurance has been a customary and widespread practice among United States-based
corporations and other business enterprises, the Company believes that, given
current market conditions and trends, such insurance may be available to it in
the future only at higher premiums and with more exclusions. At the same time,
directors and officers in service to corporations or business enterprises are
being increasingly subjected to expensive and time-consuming litigation relating
to, among other things, matters that traditionally would have been brought only
against the Company or business enterprise itself.

WHEREAS, the Certificate of Incorporation of the Company provides that the
Company shall indemnify and advance expenses to all directors and officers of
the Company in the manner set forth therein and to the fullest extent permitted
by applicable law, and the Company153s Certificate of Incorporation provides for
limitation of liability for directors. In addition, Indemnitee may be entitled
to indemnification pursuant to the General Corporation Law of the State of
Delaware (“DGCL“). The Certificate of Incorporation and the
DGCL expressly provide that the indemnification provisions set forth therein are
not exclusive, and thereby contemplate that contracts may be entered into
between the Company and members of the board of directors and officers with
respect to indemnification.

WHEREAS, the Board has determined that the increased difficulty in attracting
and retaining highly competent persons to serve on the Board or as officers of
the Company is detrimental to the best interests of the Company153s

stockholders and that the Company should act to assure such persons that
there will be increased certainty of such protection in the future.

WHEREAS, it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify, and to advance expenses on behalf
of, such persons to the fullest extent permitted by applicable law so that they
will serve or continue to serve the Company free from undue concern that they
will not be so indemnified.

WHEREAS, this Agreement is a supplement to and in furtherance of the
Certificate of Incorporation and by-laws of the Company and any resolutions
adopted pursuant thereto and shall not be deemed a substitute therefor, nor to
diminish or abrogate any rights of Indemnitee thereunder.

WHEREAS, Indemnitee does not regard the protection available under the
Company153s Certificate of Incorporation and by-laws and insurance as adequate in
the present circumstances, and may not be willing to serve as an officer or
director of the Company without adequate protection, and the Company desires
Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue
to serve and to take on additional service for or on behalf of the Company on
the condition that he or she be so indemnified.

NOW, THEREFORE, in consideration of the premises and the covenants contained
herein, the Company and Indemnitee do hereby covenant and agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

(a) As used in this Agreement:

“Change of Control” means any one of the following
circumstances occurring after the date hereof: (i) there shall have occurred an
event required to be reported with respect to the Company in response to Item
6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or
any similar schedule or form) under the Exchange Act, regardless of whether the
Company is then subject to such reporting requirement; (ii) any “person” or
“group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act)
shall have become, without prior approval of the Company153s Board by approval of
at least two-thirds of the Continuing Directors, the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 15% or more of the combined voting power
of the Company153s then outstanding voting securities (provided that, for purposes
of this clause (ii), the term “person” shall exclude (x) the Company, (y) any
trustee or other fiduciary holding securities under an employee benefit plan of
the Company, and (z) any corporation owned, directly or indirectly, by the
stockholders of the Company in

substantially the same proportions as their ownership of stock of the
Company); (iii) there occurs a merger or consolidation of the Company with any
other entity, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than 51% of
the combined voting power of the voting securities of the surviving entity
outstanding immediately after such merger or consolidation and with the power to
elect at least a majority of the board of directors or other governing body of
such surviving entity; (iv) all or substantially all the assets of the Company
are sold or disposed of in a transaction or series of related transactions; (v)
the approval by the stockholders of the Company of a complete liquidation of the
Company; or (vi) the Continuing Directors cease for any reason to constitute at
least a majority of the members of the Board.

“Continuing Director” means (i) each director on the Board
on the date hereof or (ii) any new director whose election or nomination for
election by the Company153s stockholders was approved by a vote of at least
two-thirds of the directors then still in office who were directors on the date
hereof or whose election or nomination was so approved.

“Corporate Status” means the status of a person who is or
was a director, officer, trustee, general partner, managing member, fiduciary,
board of directors153 committee member, employee or agent of the Company or of any
other Enterprise.

“Disinterested Director” means a director of the Company who
is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.

“Enterprise” means the Company and any other corporation,
limited liability company, partnership, joint venture, trust, employee benefit
plan or other enterprise of which Indemnitee is or was serving at the request of
the Company as a director, officer, trustee, general partner, managing member,
fiduciary, board of directors153 committee member, employee or agent.

“ERISA” means the Employee Retirement Income Security Act of
1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as
amended.

“Expenses” means all direct and indirect costs (including
attorneys153 fees, retainers, court costs, transcripts, fees of experts, witness
fees, travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, and all other disbursements or
expenses) reasonably incurred in connection with (i) prosecuting, defending,
preparing to prosecute or defend, investigating, being or preparing to be a
witness in, or otherwise participating in, a

Proceeding or (ii) establishing or enforcing a right to indemnification under
this Agreement, the Company153s Certificate of Incorporation, applicable law or
otherwise. Expenses also shall include Expenses incurred in connection with any
appeal resulting from any Proceeding, including the premium, security for, and
other costs relating to any cost bond, supersedeas bond, or other appeal bond or
its equivalent. For the avoidance of doubt, Expenses, however, shall not include
any Liabilities.

“Independent Counsel” means a law firm, or a member of a law
firm, that is experienced in matters of corporate law and neither currently is,
nor in the five years previous to its selection or appointment has been,
retained to represent (i) the Company or Indemnitee in any matter material to
either such party (other than with respect to matters concerning Indemnitee
under this Agreement or of other indemnitees under similar indemnification
agreements) or (ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitee153s rights under this Agreement.

“Liabilities” means any losses or liabilities, including any
judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid
in settlement, arising out of or in connection with any Proceeding (including
all interest, assessments and other charges paid or payable in connection with
or in respect of any such judgments, fines, ERISA excise taxes and penalties,
penalties or amounts paid in settlement).

“Proceeding” means any threatened, pending or completed
action, derivative action, suit, claim, counterclaim, cross claim, arbitration,
alternate dispute resolution mechanism, investigation, inquiry, administrative
hearing or any other actual, threatened or completed proceeding, whether civil
(including intentional and unintentional tort claims), criminal, administrative
or investigative, including any appeal therefrom, and whether instituted by or
on behalf of the Company or any other party, or any inquiry or investigation
that Indemnitee in good faith believes might lead to the institution of any such
action, suit or other proceeding hereinabove listed in which Indemnitee was, is
or will be involved as a party, potential party, non-party witness or otherwise
by reason of any Corporate Status of Indemnitee, or by reason of any action
taken (or failure to act) by him or her or of any action (or failure to act) on
his or her part while serving in any Corporate Status.

(b) For the purposes of this Agreement:

References to “Company” shall include, in addition to the resulting or
surviving corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors,

officers, employees or agents, so that if Indemnitee is or was a director,
officer, employee, or agent of such constituent corporation or is or was serving
at the request of such constituent corporation as a director, officer, employee,
or agent of another corporation, partnership, joint venture, trust or other
enterprise, then Indemnitee shall stand in the same position under the
provisions of this Agreement with respect to the resulting or surviving
corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.

Reference to “other enterprise” shall include employee benefit plans;
references to “fines” shall include any excise tax assessed with respect to any
employee benefit plan; references to “serving at the request of the Company”
shall include any service as a director, officer, employee or agent of the
Company which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the best interests of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner “not opposed to the best interests of the Company” as referred to in this
Agreement.

Reference to “including” shall mean “including, without limitation,”
regardless of whether the words “without limitation” actually appear, references
to the words “herein,” “hereof” and “hereunder” and other words of similar
import shall refer to this Agreement as a whole and not to any particular
paragraph, subparagraph, section, subsection or other subdivision.

ARTICLE 2

SERVICES BY INDEMNITEE

Section 2.01. Services By Indemnitee. Indemnitee hereby agrees to
serve or continue to serve, at the will of the Company, as a director or officer
of the Company, for so long as Indemnitee is duly elected or appointed or until
Indemnitee tenders his or her resignation or is removed.

ARTICLE 3

INDEMNIFICATION

Section 3.01. General. (a) The Company hereby agrees to and shall
indemnify Indemnitee and hold Indemnitee harmless from and against any and all
Expenses and Liabilities, in either case, actually and reasonably incurred by
Indemnitee or on Indemnitee153s behalf by reason of Indemnitee153s Corporate Status,
to the fullest extent permitted by applicable law. The Company153s indemnification
obligations set forth in this Section 3.01 shall apply (i) in respect of
Indemnitee153s past, present and future service in any Corporate Status and (ii)
regardless of

whether Indemnitee is serving in any Corporate Status at the time any such
Expense or Liability is incurred.

For purposes of this Agreement, the meaning of the phrase “to the fullest
extent permitted by applicable law” shall include, but not be limited to:

(i) to the fullest extent permitted by any provision of the DGCL, or the
corresponding provision of any successor statute, and

(ii) to the fullest extent authorized or permitted by any amendments to or
replacements of the DGCL adopted after the date of this Agreement that increase
the extent to which a corporation may indemnify its officers and directors.

(b) Witness Expenses. Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of his or her Corporate
Status, a witness in any Proceeding to which Indemnitee is not a party, he shall
be indemnified against all Expenses actually and reasonably incurred by
Indemnitee or on his or her behalf in connection therewith.

(c) Expenses as a Party Where Wholly or Partly Successful.
Notwithstanding any other provisions of this Agreement, to the fullest extent
permitted by applicable law, to the extent that Indemnitee is a party to (or a
participant in) and is successful, on the merits or otherwise, in any Proceeding
or in defense of any claim, issue or matter therein, in whole or in part, the
Company shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by him or her in connection therewith. If Indemnitee is not wholly
successful in such Proceeding, but is successful, on the merits or otherwise, as
to one or more but less than all claims, issues or matters in such Proceeding,
the Company shall, to the fullest extent permitted by applicable law, indemnify
Indemnitee against all Expenses actually and reasonably incurred by Indemnitee
or on his or her behalf in connection with each successfully resolved claim,
issue or matter. For purposes of this Section and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter.

Section 3.02. Exclusions. Notwithstanding any provision of this
Agreement and unless Indemnitee ultimately is successful on the merits with
respect to any such claim, the Company shall not be obligated under this
Agreement to make any indemnity in connection with any claim made against
Indemnitee:

(a) for (i) an accounting of profits made from the purchase and sale (or sale
and purchase) by Indemnitee of securities of the Company within the meaning of
Section 16(b) of the Exchange Act or similar provisions of state statutory law
or common law or (ii) any reimbursement of the Company by Indemnitee of any
bonus or other incentive-based or equity-based compensation

or of any profits realized by Indemnitee from the sale of securities of the
Company, as required in each case under the Exchange Act (including any such
reimbursements that arise from an accounting restatement of the Company pursuant
to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act“), or the payment to the Company of profits arising from the
purchase and sale by Indemnitee of securities in violation of Section 306 of the
Sarbanes-Oxley Act); or

(b) except as otherwise provided in Section 6.01(e), prior to a Change of
Control, in connection with any Proceeding (or any part of any Proceeding)
initiated by Indemnitee, including any Proceeding (or any part of any
Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees or other indemnitees, unless (i) the Board authorized the
Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the
Company provides the indemnification, in its sole discretion, pursuant to the
powers vested in the Company under applicable law.

ARTICLE 4

ADVANCEMENT OF EXPENSES; DEFENSE OF CLAIMS

Section 4.01. Advances. Notwithstanding any provision of this
Agreement to the contrary, the Company shall advance any Expenses actually and
reasonably incurred by Indemnitee in connection with any Proceeding within
twenty (20) days after the receipt by the Company of each statement requesting
such advance from time to time, whether prior to or after final disposition of
any Proceeding. Advances shall be unsecured and interest free. Advances shall be
made without regard to Indemnitee153s ability to repay such amounts and without
regard to Indemnitee153s ultimate entitlement to indemnification under the other
provisions of this Agreement. Advances shall include any and all reasonable
Expenses incurred pursuing an action to enforce this right of advancement,
including Expenses incurred preparing and forwarding statements to the Company
to support the advances claimed.

Section 4.02. Repayment of Advances or Other Expenses. Indemnitee
agrees that Indemnitee shall reimburse the Company for all Expenses advanced by
the Company pursuant to Section 4.01, in the event and only to the extent that
it shall be determined by final judgment or other final adjudication under the
provisions of any applicable law (as to which all rights of appeal therefrom
have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified
by the Company for such Expenses.

Section 4.03. Defense of Claims. With respect to any Proceeding as
to which Indemnitee notifies the Company of the commencement thereof, the
Company will be entitled to participate in the Proceeding at its own expense and

except as otherwise provided below, to the extent the Company so wishes, it
may assume the defense thereof with counsel reasonably satisfactory to
Indemnitee. After notice from the Company to Indemnitee of its election to
assume the defense of any Proceeding, the Company shall not be liable to
Indemnitee under this Agreement or otherwise for any Expenses subsequently
incurred by Indemnitee in connection with the defense of such Proceeding other
than reasonable costs of investigation or as otherwise provided below.
Indemnitee shall have the right to employ legal counsel in such Proceeding, but
all Expenses related thereto incurred after notice from the Company of its
assumption of the defense shall be at Indemnitee153s expense unless: (i) the
employment of legal counsel by Indemnitee has been authorized by the Company,
(ii) Indemnitee has reasonably determined that there may be a conflict of
interest between Indemnitee and the Company in the defense of the Proceeding,
(iii) after a Change in Control (other than a Change in Control approved by a
majority of the directors on the Board who were directors immediately prior to
such Change in Control), the employment of counsel by Indemnitee has been
approved by the Independent Counsel, or (iv) the Company shall not in fact have
employed counsel to assume the defense of such Proceeding, in each of which
cases all Expenses of the Proceeding shall be borne by the Company. The Company
shall not be entitled to assume the defense of any Proceeding brought by or on
behalf of the Company or as to which Indemnitee shall have made the
determination provided for in (ii), (iii) and (iv) above.

ARTICLE 5

PROCEDURES FOR NOTIFICATION OF AND DETERMINATION OF
ENTITLEMENT TO

INDEMNIFICATION

Section 5.01. Notification; Request For Indemnification. (a) As soon
as reasonably practicable after receipt by Indemnitee of written notice that he
is a party to or a participant (as a witness or otherwise) in any Proceeding or
of any other matter in respect of which Indemnitee intends to seek
indemnification or advancement of Expenses hereunder, Indemnitee shall provide
to the Company written notice thereof, including the nature of and the facts
underlying the Proceeding. The omission by Indemnitee to so notify the Company
will not relieve the Company from any liability which it may have to Indemnitee
hereunder or otherwise.

(b) To obtain indemnification under this Agreement, Indemnitee shall deliver
to the Company a written request for indemnification, including therewith such
information as is reasonably available to Indemnitee and reasonably necessary to
determine Indemnitee153s entitlement to indemnification hereunder. Such request(s)
may be delivered from time to time and at such time(s) as Indemnitee deems
appropriate in his or her sole discretion. Indemnitee153s entitlement to
indemnification shall be determined according to Section 5.02 of this Agreement
and applicable law.

Section 5.02. Determination of Entitlement. (a) Where there has been
a written request by Indemnitee for indemnification pursuant to Section 5.01(b),
then as soon as is reasonably practicable (but in any event not later than 60
days) after final disposition of the relevant Proceeding, a determination, if
required by applicable law, with respect to Indemnitee153s entitlement thereto
shall be made in the specific case: (i) if a Change of Control shall not have
occurred, (A) by a majority vote of the Disinterested Directors, even though
less than a quorum of the Board, (B) by a committee of Disinterested Directors
designated by a majority vote of the Disinterested Directors, even though less
than a quorum of the Board, (C) if there are no such Disinterested Directors or,
if such Disinterested Directors so direct, by Independent Counsel in a written
opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii)
if a Change of Control shall have occurred, by Independent Counsel in a written
opinion to the Board, a copy of which shall be delivered to Indemnitee. If it is
so determined that Indemnitee is entitled to indemnification, payment to
Indemnitee shall be made within ten (10) days after such determination.
Indemnitee shall reasonably cooperate with the person, persons or entity making
such determination with respect to Indemnitee153s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance
request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. Any costs or expenses (including
attorneys153 fees and disbursements) actually and reasonably incurred by
Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination
as to Indemnitee153s entitlement to indemnification).

(b) If entitlement to indemnification is to be determined by Independent
Counsel pursuant to Section 5.02(a)(ii), such Independent Counsel shall be
selected by Indemnitee, and Indemnitee shall give written notice to the Company
advising it of the identity of the Independent Counsel so selected. If
entitlement to indemnification is to be determined by Independent Counsel
pursuant to Section 5.02(a)(i)(C) (or if Indemnitee requests that such selection
be made by the Board), such Independent Counsel shall be selected by the Company
in which case the Company shall give written notice to Indemnitee advising him
or her of the identity of the Independent Counsel so selected. In either event,
Indemnitee or the Company, as the case may be, may, within 10 days after such
written notice of selection shall have been received, deliver to the Company or
to Indemnitee, as the case may be, a written objection to such selection;
provided, however, that such objection may be asserted only on the ground that
the Independent Counsel so selected does not meet the requirements of
“Independent Counsel” as defined in Article 1 of this Agreement, and the
objection shall set forth with particularity the factual basis of such
assertion. Absent a proper and timely objection, the person so selected shall
act as Independent Counsel. If such written objection is so made and
substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court of competent
jurisdiction has determined that such objection is without merit. If, within 20
days after the later of submission by Indemnitee of a written request for

indemnification pursuant to Section 5.01(b) hereof and the final disposition
of the Proceeding, no Independent Counsel shall have been selected and not
objected to, either the Company or Indemnitee may petition a court of competent
jurisdiction for resolution of any objection which shall have been made by the
Company or Indemnitee to the other153s selection of Independent Counsel and/or for
the appointment as Independent Counsel of a person selected by the court or by
such other person as the court shall designate, and the person with respect to
whom all objections are so resolved or the person so appointed shall act as
Independent Counsel under Section 5.02(a) hereof. Upon the due commencement of
any judicial proceeding or arbitration pursuant to Section 6.01(a) of this
Agreement, the Independent Counsel shall be discharged and relieved of any
further responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).

Section 5.03. Presumptions and Burdens of Proof; Effect of Certain
Proceedings. (a) In making any determination with respect to entitlement to
indemnification hereunder, the person or persons or entity making such
determination shall, to the fullest extent not prohibited by law, presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee has
submitted a request for indemnification in accordance with Section 5.01(b) of
this Agreement, and the Company shall, to the fullest extent not prohibited by
law, have the burden of proof to overcome that presumption in connection with
the making by any person, persons or entity of any determination contrary to
that presumption. Neither the failure of any person, persons or entity to have
made a determination prior to the commencement of any action pursuant to this
Agreement that indemnification is proper in the circumstances because Indemnitee
has met the applicable standard of conduct, nor an actual determination by any
person, persons or entity that Indemnitee has not met such applicable standard
of conduct, shall be a defense to the action or create a presumption that
Indemnitee has not met the applicable standard of conduct.

(b) If the person, persons or entity empowered or selected under Section 5.02
of this Agreement to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within the sixty (60) day period referred to
in Section 5.02(a), the requisite determination of entitlement to
indemnification shall, to the fullest extent not prohibited by law, be deemed to
have been made and Indemnitee shall be entitled to such indemnification, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee153s statement not materially
misleading, in connection with the request for indemnification, or (ii) a
prohibition of such indemnification under applicable law.

(c) The termination of any Proceeding or of any claim, issue or matter
therein, by judgment, order, settlement or conviction, or upon a plea of nolo

contendere or its equivalent, shall not (except as otherwise expressly
provided in this Agreement) of itself adversely affect the right of Indemnitee
to indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his or her conduct was
unlawful.

(d) For purposes of any determination of good faith, Indemnitee shall be
deemed to have acted in good faith if Indemnitee153s action is in good faith
reliance on the records or books of account of any Enterprise, including
financial statements, or on information supplied to Indemnitee by the officers
of such Enterprise in the course of their duties, or on the advice of legal
counsel for such Enterprise or on information or records given or reports made
to such Enterprise by an independent certified public accountant or by an
appraiser or other expert selected by such Enterprise. The provisions of this
Section 5.03(d) shall not be deemed to be exclusive or to limit in any way the
other circumstances in which Indemnitee may be deemed or found to have met the
applicable standard of conduct set forth in this Agreement.

(e) The knowledge and/or actions, or failure to act, of any other director,
trustee, partner, managing member, fiduciary, officer, agent or employee of any
Enterprise shall not be imputed to Indemnitee for purposes of determining any
right to indemnification under this Agreement.

ARTICLE 6

REMEDIES OF INDEMNITEE

Section 6.01. Adjudication or Arbitration. (a) In the event of any
dispute between Indemnitee and the Company hereunder as to entitlement to
indemnification or advancement of Expenses (including where (i) a determination
is made pursuant to Section 5.02 of this Agreement that Indemnitee is not
entitled to indemnification under this Agreement, (ii) advancement of Expenses
is not timely made pursuant to Section 4.01 of this Agreement, (iii) payment of
indemnification pursuant to Section 3.01 of this Agreement is not made within
ten (10) days after a determination has been made that Indemnitee is entitled to
indemnification, (iv) no determination as to entitlement to indemnification is
timely made pursuant to Section 5.02 of this Agreement and no payment of
indemnification is made within ten (10) days after entitlement is deemed to have
been determined pursuant to Section 5.03(b)) or (v) a contribution payment is
not made in a timely manner pursuant to Section 8.04 of this Agreement, then
Indemnitee shall be entitled to an adjudication by a court of his or her
entitlement to such indemnification, contribution or advancement. Alternatively,
in such case, Indemnitee, at his or her option, may seek an award in arbitration
to be conducted by a single arbitrator pursuant to the Commercial Arbitration
Rules of the American Arbitration Association. The Company shall not oppose
Indemnitee153s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to
Section 5.02(a) of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to
this Section 6.01 shall be conducted in all respects as a de novo
trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by
reason of that adverse determination. In any judicial proceeding or arbitration
commenced pursuant to this Section 6.01 the Company shall have the burden of
proving Indemnitee is not entitled to indemnification or advancement of
Expenses, as the case may be, and the Company may not refer to or introduce into
evidence any determination pursuant to Section 5.02(a) of this Agreement adverse
to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or
arbitration pursuant to this Section 6.01, Indemnitee shall not be required to
reimburse the Company for any advances pursuant to Section 4.02 until a final
determination is made with respect to Indemnitee153s entitlement to
indemnification (as to which all rights of appeal have been exhausted or
lapsed).

(c) If a determination shall have been made pursuant to Section 5.02(a) of
this Agreement that Indemnitee is entitled to indemnification, the Company shall
be bound by such determination in any judicial proceeding or arbitration
commenced pursuant to this Section 6.01, absent (i) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make
Indemnitee153s statement not materially misleading, in connection with the request
for indemnification, or (ii) a prohibition of such indemnification under
applicable law.

(d) The Company shall be precluded from asserting in any judicial proceeding
or arbitration commenced pursuant to this Section 6.01 that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and shall
stipulate in any such court or before any such arbitrator that the Company is
bound by all the provisions of this Agreement.

(e) The Company shall indemnify Indemnitee to the fullest extent permitted by
law against all Expenses and, if requested by Indemnitee, shall (within ten (10)
days after the Company153s receipt of such written request) advance such Expenses
to Indemnitee, which are reasonably incurred by Indemnitee in connection with
any judicial proceeding or arbitration brought by Indemnitee for (i)
indemnification or advances of Expenses by the Company (or otherwise for the
enforcement, interpretation or defense of his or her rights) under this
Agreement or any other agreement, including any other indemnification,
contribution or advancement agreement, or any provision of the Company153s
Certificate of Incorporation or By-laws now or hereafter in effect or (ii)
recovery or advances under any directors153 and officers153 liability insurance
policy maintained by the Company, regardless of whether Indemnitee ultimately is
determined to be entitled to such indemnification, contribution, advancement or
insurance recovery, as the case may be.

ARTICLE 7

DIRECTORS153 AND OFFICERS153 LIABILITY INSURANCE

Section 7.01. D&O Liability Insurance. The Company shall obtain
and maintain a policy or policies of insurance (“D&O Liability
Insurance“) with reputable insurance companies providing liability
insurance for directors and officers of the Company in their capacities as such
(and for any capacity in which any director or officer of the Company serves any
other Enterprise at the request of the Company), in respect of acts or omissions
occurring while serving in such capacity.

Section 7.02. Evidence of Coverage. Upon request by Indemnitee, the
Company shall provide copies of all policies of D&O Liability Insurance
obtained and maintained in accordance with Section 7.01 of this Agreement. The
Company shall provide Indemnitee no less than annually with notice of any
material changes in such insurance coverage.

ARTICLE 8

MISCELLANEOUS

Section 8.01. Nonexclusivity of Rights. The rights of
indemnification, contribution and advancement of Expenses as provided by this
Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled to under applicable law, the Company153s Certificate
of Incorporation, the Company153s Bylaws, any agreement, a vote of stockholders or
a resolution of directors, or otherwise. No right or remedy herein conferred is
intended to be exclusive of any other right or remedy, and every other right and
remedy shall be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other right or remedy.

Section 8.02. Insurance and Subrogation. (a) Indemnitee shall be
covered by the Company153s D&O Liability Insurance in accordance with its or
their terms to the maximum extent of the coverage available for any director or
officer under such policy or policies. If, at the time the Company receives
notice of a claim hereunder, the Company has director and officer liability
insurance in effect, the Company shall give prompt notice of such Proceeding to
the insurers in accordance with the procedures set forth in the respective
policies. The Company shall thereafter take all necessary or desirable action to
cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a
result of such Proceeding in accordance with the terms of such policies. The
failure or refusal of any such insurer to pay any such amount shall not affect
or impair the obligations of the Company under this Agreement.

(b) In the event of any payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary to
enable the Company to bring suit to enforce such rights.

(c) The Company shall not be liable under this Agreement to make any payment
of amounts otherwise indemnifiable (or for which advancement is provided)
hereunder if and to the extent that Indemnitee has actually received such
payment under any insurance policy or other indemnity provision.

Section 8.03 The Company153s obligation to indemnify or advance Expenses
hereunder to Indemnitee who is or was serving at the request of the Company as a
director, officer, trustee, partner, managing member, fiduciary, board of
directors153 committee member, employee or agent of any other Enterprise shall be
reduced by any amount Indemnitee has actually received as indemnification or
advancement of Expenses from such Enterprise.

Section 8.04. Contribution. To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of
indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be
paid in settlement and/or for Expenses, in connection with any claim relating to
an indemnifiable event under this Agreement, in such proportion as is deemed
fair and reasonable in light of all of the circumstances of such Proceeding in
order to reflect (i) the relative benefits received by the Company and
Indemnitee as a result of the event(s) and/or transaction(s) giving rise to such
Proceeding; and/or (ii) the relative fault of the Company (and its directors,
officers, employees and agents) and Indemnitee in connection with such event(s)
and/or transaction(s).

Section 8.05. Amendment. This Agreement may not be modified or
amended except by a written instrument executed by or on behalf of each of the
parties hereto. No amendment, alteration or repeal of this Agreement or of any
provision hereof shall limit, restrict or reduce any right of Indemnitee under
this Agreement in respect of any act or omission, or any event occurring, prior
to such amendment, alteration or repeal. To the extent that a change in
applicable law, whether by statute or judicial decision, (i) permits greater
indemnification, contribution or advancement of Expenses than would be afforded
currently under the Company153s Certificate of Incorporation and this Agreement,
it is the intent of the parties hereto that Indemnitee shall enjoy by this
Agreement the greater benefits so afforded by such change or (ii) limits rights
with respect to indemnification, contribution or advancement of Expenses, it is
the intent of the parties hereto that the rights with respect to
indemnification, contribution or advancement of Expenses in effect prior to such
change shall remain in full force and effect to the extent permitted by
applicable law.

Section 8.06. Waivers. The observance of any term of this Agreement
may be waived (either generally or in a particular instance and either
retroactively or prospectively) by the party entitled to enforce such term only
by a writing signed by the party against which such waiver is to be asserted.
Unless otherwise expressly provided herein, no delay on the part of any party
hereto in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any party hereto of any
right, power or privilege hereunder operate as a waiver of any other right,
power or privilege hereunder nor shall any single or partial exercise of any
right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder.

Section 8.07. Entire Agreement. This Agreement and the documents
referred to herein constitute the entire agreement between the parties hereto
with respect to the matters covered hereby, and any other prior or
contemporaneous oral or written understandings or agreements with respect to the
matters covered hereby are superseded by this Agreement, provided that this
Agreement is a supplement to and in furtherance of the Certificate of
Incorporation and By-laws of the Company and applicable law, and shall not be
deemed a substitute therefor, nor to diminish or abrogate any rights of
Indemnitee thereunder.

Section 8.08. Severability. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including each portion of any Section of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall not
in any way be affected or impaired thereby and shall remain enforceable to the
fullest extent permitted by law; (b) such provision or provisions shall be
deemed reformed to the extent necessary to conform to applicable law and to give
the maximum effect to the intent of the parties hereto; and (c) to the fullest
extent possible, the provisions of this Agreement (including each portion of any
Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested thereby.

Section 8.09. Notices. All notices, requests, demands and other
communications under this Agreement shall be in writing (which may be by
facsimile transmission). All such notices, requests and other communications
shall be deemed received on the date of receipt by the recipient thereof if
received prior to 5:00 p.m. in the place of receipt and such day is a business
day in the place of receipt. Otherwise, any such notice, request or
communication shall be deemed not to have been received until the next
succeeding business day in the place of receipt. The address for notice to a
party is as shown on the signature page of this Agreement, or such other address
as any party shall have given by written notice to the other party as provided
above.

Section 8.10. Binding Effect. (a) The Company expressly confirms and
agrees that it has entered into this Agreement and assumed the obligations
imposed on it hereby in order to induce Indemnitee to serve as a director or
officer of the Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving as a director or officer of the Company.

(b) This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors, assigns,
including any direct or indirect successor by purchase, merger, consolidation or
otherwise to all or substantially all of the business and/or assets of the
Company, spouses, heirs, and executors, administrators, personal and legal
representatives. The Company shall require and cause any successor (whether
direct or indirect by purchase, merger, consolidation or otherwise) to all or
substantially all, or a substantial part of the business or assets of the
Company, by written agreement in form and substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement in the manner and to the
same extent that the Company would be required to perform if no such succession
had taken place.

(c) The indemnification, contribution and advancement of Expenses provided
by, or granted pursuant to this Agreement shall continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of the heirs,
executors, administrators, legatees and assigns of such a person.

Section 8.11. Governing Law. This Agreement and the legal relations
among the parties shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without regard to its conflict of laws
rules.

Section 8.12. Consent To Jurisdiction. Except with respect to any
arbitration commenced by Indemnitee pursuant to Section 6.01(a) of this
Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i)
agree that any action or proceeding arising out of or in connection with this
Agreement shall be brought only in the Chancery Court of the State of Delaware
(the “Delaware Court“), and not in any other state or federal
court in the United States of America or any court in any other country, (ii)
consent to submit to the exclusive jurisdiction of the Delaware Court for
purposes of any action or proceeding arising out of or in connection with this
Agreement, (iii) waive any objection to the laying of venue of any such action
or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or
to make, any claim that any such action or proceeding brought in the Delaware
Court has been brought in an improper or inconvenient forum.

Section 8.13. Headings. The Article and Section headings in this
Agreement are for convenience of reference only, and shall not be deemed to
alter or affect the meaning or interpretation of any provisions hereof.

Section 8.14. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall for all purposes be deemed to be an
original but all of which together shall constitute one and the same Agreement.
Only one such counterpart signed by the party against whom enforceability is
sought needs to be produced to evidence the existence of this Agreement.

Section 8.15. Use of Certain Terms. As used in this Agreement, the
words “herein,” “hereof,” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular paragraph,
subparagraph, section, subsection, or other subdivision. Whenever the context
may require, any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns
and verbs shall include the plural and vice versa.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be
effective as of the date first above written.


INGRAM MICRO INC.

By:
		Name:
		Title:



Address:
Facsimile:
Attention:

With a copy to:

Address:
Facsimile:
Attention:

INDEMNITEE

Address:

Facsimile:

With a copy to:

Address:

Facsimile:

Attention:

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