Separation Agreement – CEO – Ingram Micro Inc.

1.

Termination of Employment and Employment Offer Letter.

a.

Associate and IMI hereby acknowledge, agree and reaffirm that Associate has
separated from his position as Chief Executive Officer of IMI effective January
20, 2012, and Associate shall remain employed with IMI to assist with the
transition until April 15, 2012 (the “Separation
Date“).

b.

Effective as of the Separation Date, Associate153s employment with IMI and its
subsidiaries and affiliates shall terminate. In addition, effective as of the
Separation Date, Associate shall resign from his position as a member of the
Board of Directors of IMI. On and after the Separation Date, Associate shall
cease to be an employee or agent of IMI or any entity affiliated with IMI, and
shall have no authority to bind IMI or any such affiliate or act on behalf of
IMI or any such affiliate as an associate or employee.

c.

As of the Separation Date, the Employment Offer Letter shall automatically
terminate and be of no further force and effect, and neither IMI nor Associate
shall have any further obligations thereunder.

2.

Accrued Obligations. IMI shall pay Associate all earned but unpaid
wages and unreimbursed expenses relating to the period prior to the Separation
Date, subject to applicable payroll and tax withholding requirements, through
IMI153s normal payroll procedures in accordance with applicable law.

3.

Severance. Associate and IMI hereby acknowledge and agree that
Associate153s termination of employment with IMI and its subsidiaries and
affiliates hereunder shall be treated as a termination by IMI without “Cause”
for purposes of, and as defined in, the Ingram Micro Inc. Executive Officer
Severance Policy (the “Policy,” a copy of which is
attached hereto as Exhibit A). Pursuant to the terms and conditions of
the Policy and in consideration of Associate153s continuing obligations under this
Agreement, IMI shall pay or provide to Associate the following severance
payments and benefits in accordance with the Policy:

a.

Severance Payment. IMI shall pay to Associate a lump-sum cash payment
in an amount equal to $2,479,167, which the parties acknowledge and agree
represents the severance amount payable pursuant to Section 3.2.1 of the Policy,
within 60 days after the Separation Date, subject to applicable tax and related
payroll withholding requirements.

b.

Pro-Rated Annual Bonus. Pursuant to Section 3.2.2 of the Policy,
Associate shall receive a prorated portion of his unpaid Annual Executive
Incentive Award for fiscal 2012 (“Annual Bonus“), if
any, based on the number of calendar days of participation in the Annual Bonus
program measurement period through the Separation as the numerator (106 days),
and whose denominator shall be 365. This amount will be calculated and paid
after the close of IMI153s 2012 fiscal year at such time and in the same manner as
Annual Bonus payments, if any, are made to actively employed executive officers.
This amount will be calculated based on actual performance achieved during IMI153s
2012 fiscal year relative to the performance objectives set forth in the 2012
Ingram Micro Inc. Annual Executive Incentive Award Program.

c.

Continued Health Benefit. Pursuant to Section 3.2.3 of the Policy,
during the period commencing on the Separation Date and ending on the earlier of
June 15, 2013 or such date as Associate becomes eligible for coverage under the
group health plan of another employer (the “Continuation
Period“), IMI will provide the continuation of, and pay 100% of
the premiums for, the IMI-sponsored health and welfare benefits of medical
insurance, dental insurance and vision insurance for Associate and his enrolled
dependents, provided, however, that if any plan pursuant to which such benefits
are provided is not, or ceases prior to the expiration period of the
Continuation Period to be, exempt from the application of Section 409A of the
Internal Revenue Code of 1986, as amended (the
“Code“) under Treasury Regulation Section
1.409A-1(a)(5), then an amount equal to each remaining premium subsidy shall
thereafter be paid to Associate as currently taxable compensation in
substantially equal monthly installments over the Continuation Period (or
remaining portion thereof). Associate acknowledges and agrees that he must
enroll in COBRA continuation coverage upon receipt of enrollment materials from
IMI153s current COBRA administrator (Vita) in order for IMI to pay for the cost of
COBRA continuation coverage during the Continuation Period as set forth in this
Section 3(c). IMI will provide under separate cover further information to
Associate regarding COBRA continuation coverage and other conversion and/or
continuation rights. Following the expiration of the Continuation Period, any
further continuation of such coverage under applicable law (if any) shall be at
Associate153s sole expense;

provided, however, that upon expiration of Associate153s COBRA continuation
coverage, Associate and his enrolled dependents shall be eligible to participate
in the Ingram Micro Inc. Executive Retiree Medical Plan, as may be amended from
time to time, pursuant to the terms and conditions set forth therein. However,
coverage for long-term and short-term disability insurance and other benefits,
including, without limitation, basic life insurance, accidental death and
dismemberment insurance and supplemental life insurance will end on the
Separation Date.

d.

Outplacement Services. Pursuant to Section 3.2.4 of the Policy, IMI
will provide Associate with a paid outplacement program for up to one (1) year
following the Separation Date, up to a maximum cost to IMI of $20,000. The
selection of the outplacement assistance firm shall be at the discretion of IMI.
Associate may not select a cash payment in lieu of this benefit.

4.

RSU Awards. Associate and IMI hereby acknowledge and agree that
Associate will attain age 55 and complete 14 full years of service with IMI as
of the Separation Date. Associate and IMI further acknowledge and agree that
Associate153s termination of employment with IMI and its subsidiaries and
affiliates hereunder shall be treated as a “retirement” for purposes of, and as
described in, each of the RSU Award Agreements. The preceding sentence shall be
and is hereby incorporated in and forms a part of each of the RSU Award
Agreements, and, except as set forth herein, the RSU Award Agreements shall
remain unchanged and in full force and effect. Pursuant to the terms and
conditions of the Policy, the RSU Awards shall become payable in accordance with
the terms of the respective RSU Award Agreement, as modified herein, and the
Plan.

5.

Stock Options. Associate and IMI hereby acknowledge and agree that
Associate will attain age 55 and complete 14 full years of service with IMI as
of the Separation Date. Associate and IMI further acknowledge and agree that
Associate153s termination of employment with IMI and its subsidiaries and
affiliates hereunder shall be treated as a “retirement” for purposes of, and as
described in, each of the Stock Option Agreements. The preceding sentence shall
be and is hereby incorporated in and forms a part of each of the Stock Option
Agreements, and, except as set forth herein, the Stock Option Agreements shall
remain unchanged and in full force and effect. Pursuant to the terms and
conditions of the Policy, the Stock Options shall be governed by the terms of
the respective Stock Option Agreement, as modified herein, and the Plan. As
such, subject to any trading blackouts pursuant to IMI153s Securities Trading
Guidelines and/or U.S. securities law requirements, Associate shall have the
right to exercise each Stock Option, to the extent vested as of the Separation
Date, through the five year anniversary of the Separation Date, unless such
Stock Option expires at an earlier date per the terms of the respective Stock
Option Agreement.

6.

Retirement Plans. Participation in the IMI 401(k) Investment Savings
Plan and the IMI Supplemental Investment Savings Plan will cease on the
Separation Date. Payment of accrued benefits and account balances in these plans
will be made in accordance with the plans153 provisions and Associate153s
distribution election forms on file as of the Separation Date, subject, however,
to any applicable 6-month delay required under Section 409A of the Code (as
described in Section 24(a) hereof).

7.

Non-disclosure. Associate acknowledges Associate153s obligation not to
disclose, during or after employment, any trade secrets or proprietary and/or
confidential data or records of IMI or its affiliates or to utilize any such
information for private profit. Each of the parties hereto agrees that such
party will not release, publish, announce or otherwise make available to the
public in any manner whatsoever any information or announcement regarding this
Agreement or the transactions contemplated hereby without the prior written
consent of the other party hereto, except as required by law or legal process,
including, in the case of IMI, filings with the Securities and Exchange
Commission. Associate agrees not to communicate with, including responding to
questions or inquiries presented by, the media, employees or investors of IMI,
its affiliates or any third party relating to the terms of this Agreement,
without first obtaining the prior written consent of IMI. Notwithstanding the
foregoing, Associate may make disclosure to Associate153s attorneys and financial
advisors of the existence and terms of this Agreement provided that they agree
to be bound by the provisions of this Section 7. Each party agrees not to make
statements or take any action to dissipate or negatively affect the reputation
of the other with employees, customers, suppliers, competitors, vendors,
stockholders or lenders of IMI, its affiliates or any third party.

8.

Return of Property. Associate acknowledges Associate153s obligation to
promptly return to IMI all property of IMI in Associate153s possession including,
without limitation, PDAs, keys, IMI employee identification card, credit cards,
cell phones, pagers, computers, office equipment, documents and files and
instruction manuals on or before the Separation Date, or earlier if so requested
by IMI; provided, however, that Associate may retain possession of the
Blackberry “Torch” he is currently using, as well as his Lenovo laptop, and
router in use at his personal residence. Associate will cooperate with IMI in
having all proprietary IMI information removed from said Blackberry “Torch” and
Lenovo laptop prior to the Separation Date.

9.

Associate153s Obligations. In consideration of the payments to be made
to and the benefits to be received by Associate hereunder, Associate and IMI
have further agreed as follows:

a.

Associate will not (i) directly or indirectly make known to any person, firm,
corporation, partnership or other entity, any list, listing or other compilation
or document, whether prepared or maintained by Associate, IMI or any of IMI153s
affiliates, which contains information that is confidential to IMI or any of its
affiliates about IMI153s customers, vendors and/or partners, including but not
limited to names and addresses, or (ii) through June 15, 2013 call on or
solicit, or attempt to call on or solicit, in either case with the intent to
divert business from IMI or any of its affiliates, any of IMI153s customers and/or
partners with whom Associate has become acquainted during Associate153s employment
with IMI or any of its affiliates, either for Associate153s own benefit or for the
benefit of any other person, firm, corporation, partnership or other entity.

b.

Through June 15, 2013, Associate will not, and will use Associate153s best
efforts not to permit any person, firm, corporation, partnership or other entity
of which Associate is an officer or control person to (i) knowingly solicit,
entice, or persuade any associates of IMI or any of its affiliates
(“IMI Associates“) to leave the services of IMI or any
of its affiliates for any reason, or (ii) solicit for employment, hire, or
engage any IMI Associate as an employee, independent contractor or consultant.

10.

Rights in Event of Breach. In the event of Associate153s material breach
of this Agreement (excluding breach of this Agreement due to death or total
disability), in addition to all

other rights and remedies to which IMI may be entitled by law or in equity,
IMI shall have no obligation to make any further payments hereunder or permit
any restricted stock units to continue to be earned or vested or any vested
stock options to be exercised.

11.

Injunctive Relief. Irreparable harm will be presumed if Associate
breaches any covenant in this Agreement and damages may be very difficult to
ascertain. In light of these facts, Associate agrees that any court of competent
jurisdiction should immediately enjoin any breach of this Agreement upon the
request of IMI, and Associate specifically releases IMI from the requirement of
posting any bond in connection with temporary or interlocutory injunctive
relief, to the extent permitted by law. The granting of injunctive relief by any
court shall not limit IMI153s right to recover any amounts previously paid to
Associate under this Agreement or any damages incurred by it due to a breach of
this Agreement by Associate.

12.

Release by Associate. Associate hereby fully, finally and irrevocably
discharges IMI and each of its affiliates, and each present, former and future
director, officer and employee of IMI and its affiliates and any parent,
subsidiary, affiliate or shareholder thereof (the “IMI Released
Parties“) from all manner of claims, actions, causes of action or
suits, in law or in equity, which Associate has or may have, known or unknown,
against the IMI Released Parties, or any of them, by reason of any matter, cause
or thing whatsoever, including any action arising from or during Associate153s
employment with IMI and any of its affiliates, resulting from or relating to
Associate153s employment or the termination thereof, or relating to Associate153s
status as an officer, director, employee or participant in any employee benefit
plan of IMI or any of its affiliates, provided, however, that the foregoing:

(a)

is not intended to be, and shall not constitute, a release of any right of
Associate to obtain indemnification and reimbursement of expenses from IMI
Released Parties or any of its affiliates with respect to claims based upon or
arising from alleged or actual acts or omissions of Associate as an officer,
director or employee of IMI Released Parties or any of its affiliates to the
fullest extent provided by law or in any applicable certificate of
incorporation, by law or contract, and

(b)

shall not release IMI Released Parties from liability for violations of this
Agreement after the date hereof.

13.

Waiver. Associate hereby expressly waives and relinquishes all rights
and benefits under Section 1542 of the California Civil code which provides:

14.

Sole Remedy. Associate agrees that, in the event IMI breaches any
provision of this Agreement, Associate153s sole remedy for such breach shall be
enforcement of the terms of this Agreement.

15.

Right to Revoke. Associate acknowledges that Associate has the right
to seek legal counsel, and was advised to seek such counsel, before entering
into this Agreement. Associate shall have twenty-one (21) days in which to
execute and return this Agreement to IMI. Associate further understands that
Associate has the right to revoke this Agreement at any time within seven (7)
days of execution of this Agreement by written notice sent by certified mail and
received by IMI prior to expiration of the seventh day, whereupon this Agreement
shall be null and void as of its inception. In the event that Associate does not
execute and return this Agreement within such twenty-one (21) day period, the
offer contained in this Agreement shall be revoked and IMI shall not be bound by
any terms or conditions contained herein. If this Agreement is revoked by
Associate, IMI shall have no obligation to make the payments or provide the
benefits described in Sections 3(a) : (d) hereof; and in the event Associate
revokes this Agreement after IMI has paid all or any portion of the sum
described in Sections 3(a) : (d) hereof, Associate shall immediately return the
total amount said sum in full to IMI.

16.

Definition of Affiliate. An “affiliate” of
IMI for purposes of this Agreement shall include any corporation or business
entity in which IMI owns, directly or indirectly, at least 15% of the
outstanding equity interest.

17.

Enforceability. If any provision of this Agreement shall be held
invalid or unenforceable, the remainder of this Agreement shall nevertheless
remain in full force and effect. If any provision is held invalid or
unenforceable with respect to a particular circumstance, it shall nevertheless
remain in full force and effect in all other circumstances.

18.

Notices. Any notices, requests, demands and other communications
required or permitted to be given or made hereunder shall be in writing and
shall be deemed to have been duly given (a) on the date delivered if personally
delivered, (b) on the third day after deposit in the U.S. mail or with a
reputable air courier service, properly addressed with

postage or charges prepaid, or (c) on the date transmitted by telefax if the
sender receives electronic confirmation of receipt of such telefax, to the
address or telefax number of IMI or Associate, as the case may be, set forth on
the signature page.

19.

Governing Law/Venue. This Agreement shall be governed by California
law and applicable Federal law, without regard to the choice or conflict of law
provisions thereof. The venue for any lawsuit arising as a result of this
Agreement shall be in the courts of Santa Ana, CA.

20.

No Admission. Associate understands and agrees that the making of the
promises contained in this Agreement is in no way an admission that IMI violated
any Federal or state laws or regulations, or violated any other obligation it
has or may have had to Associate. Rather, IMI is making these promises solely in
exchange for Associate153s promises to IMI.

21.

Section Titles. The section titles used in this Agreement are for
convenience only and do not define or limit the contents of any section.

22.

Successors and Assigns. This Agreement shall be binding upon, and
shall inure to the benefit of, the heirs of Associate and the successors and
assigns of IMI.

23.

Arbitration. Any controversy or claim arising out of or relating to
this Agreement or the Policy shall be submitted to binding arbitration in
accordance with the terms and procedures set forth in Section 3.13 (Arbitration)
of the Policy.

24.

Section 409A.

a.

Notwithstanding anything to the contrary in this Agreement, if Associate is a
“specified employee” on the date of Associate153s “separation from service” (each
term as defined in Section 409A of the Code, as determined by IMI in accordance
with Section 409A of the Code, and the deferral of the commencement of any
payments or benefits otherwise payable hereunder as a result of such separation
from service is necessary in order to prevent any accelerated or additional tax
under Section 409A of the Code, then IMI will defer the commencement of the
payment of any such payments or benefits hereunder (without any reduction in the
payments or benefits ultimately paid or provided to Associate) until the date
that is at least six (6) months following Associate153s separation from service
with IMI (or the earliest date permitted under Section 409A of the Code),
whereupon IMI will pay Associate a lump-sum amount equal to the cumulative
amounts that would have otherwise been previously paid to Associate under this
Agreement during the period in which such payments or benefits were deferred.

b.

With respect to the provisions of this Agreement which provide for
“nonqualified deferred compensation” within the meaning of Section 409A of the
Code, this Agreement is intended to comply with the provisions of Section 409A
of the Code and the Regulations thereunder and shall be so interpreted,
construed and administered.

c.

In the event that following the date hereof IMI or Associate reasonably
determines that any compensation or benefits payable under this Agreement may be
subject to Section 409A of the Code, IMI and Associate shall work together to
adopt such amendments to this Agreement or adopt other policies or procedures
(including amendments, policies and procedures with retroactive effect), or take
any other commercially reasonable actions necessary or appropriate, to (i)
exempt the compensation and benefits payable

under this Agreement from Section 409A of the Code and/or preserve the
intended tax treatment of the compensation and benefits provided with respect to
this Agreement or (ii) comply with the requirements of Section 409A of the Code
and related Department of Treasury guidance.

25.

Executive Officer Severance Policy. Associate hereby acknowledges and
agrees to be bound by and comply with all terms and conditions of the Policy,
including, without limitation, Section 3.12 (Return of Payment) thereunder. In
the event any of the terms or conditions of this Agreement should conflict with
the terms and conditions of the Policy, the Policy shall govern.

26.

Compensation Recovery Policy. Associate hereby acknowledges and agrees
to be bound by and comply with all terms and conditions of the IMI Compensation
Recovery Policy, a copy of which is attached hereto as Exhibit B.

27.

Entire Agreement; Modification. This Agreement represents the final
and entire agreement among the parties with respect to the subject matter hereof
and supersedes all prior agreements, negotiations and discussions between the
parties hereto; provided, however, that notwithstanding the foregoing,
this Agreement shall not supersede or otherwise affect that certain
Indemnification Agreement, dated as of December 1, 2011, between IMI and
Associate which shall remain in full force and effect. This Agreement may not be
modified except in writing signed by the parties.

“Associate”

Date: April 9, 2012

/s/ Gregory M. E. Spierkel

Gregory M. E. Spierkel

Address:

25246 Rockridge Road

Laguna Hills, CA 92653

Telephone:

(949) 916-8847

“IMI”

INGRAM MICRO INC.

a Delaware Corporation

Date: April 9, 2012

/s/ Lynn Jolliffe

Lynn Jolliffe

Executive Vice President, Human Resources

Ingram Micro Inc.

1600 E. St. Andrew Place

Santa Ana, CA 92705

Tel: (714) 566-1000