{"id":38604,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/change-in-control-policy-ingram-micro-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"change-in-control-policy-ingram-micro-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/change-in-control-policy-ingram-micro-inc.html","title":{"rendered":"Change in Control Policy – Ingram Micro Inc."},"content":{"rendered":"

CHANGE IN CONTROL POLICY<\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

1.0<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

PURPOSE<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

This Change in Control Policy (the “Policy<\/strong>“) is intended to
\nprovide eligible officers of the Company with reasonable continuing financial
\nsecurity in their employment and position with the Company, without distraction
\nfrom uncertainties or risks regarding their employment created by the
\npossibility of a Change in Control of the Company. This Policy sets forth the
\nterms and conditions regarding the payment of benefits for eligible officers in
\nconnection with a potential or actual Change in Control of the Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2.0<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

APPLICABILITY<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

This Policy applies to such officers of the Company as the Administrator may
\ndesignate to participate in the Policy from time to time in its discretion
\n(collectively, the “Participants<\/strong>“). Any such designation shall
\nbe in writing. The Administrator may remove a Participant from participating in
\nthe Policy at any time by delivering written notice of such removal to the
\nParticipant, provided<\/em>, however<\/em>, that such removal will not be
\neffective until the date that is one (1) year following the date on which the
\nAdministrator delivers written notice of the removal to the Participant.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

3.0<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

ADMINISTRATION<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Policy will be administered by the Human Resources Committee of the Board
\nof Directors (the “Committee<\/strong>“) unless the Board of Directors
\ndetermines to administer the Policy itself (the Committee or the Board of
\nDirectors, as applicable, in its role administering the Policy is the
\n“Administrator<\/strong>“). The Administrator may delegate ministerial
\nadministrative duties to one or more officers or employees of the Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

4.0<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

POLICY<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.1.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Eligibility : <\/strong>Subject to a Participant153s employment by the
\nCompany through such time, a Participant is entitled to the benefits described
\nin Section 4.2 hereof if such Participant153s employment with the Company
\nterminates by reason of a Qualifying Termination. With respect to such
\nParticipant, the “Effective Date<\/strong>” shall mean the later of (a)
\nthe date of the Participant153s “separation from service” from the Company (within
\nthe meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as
\namended (the “Code<\/strong>“), and Treasury Regulation Section
\n1.409A-1(h)) (the “Termination Date<\/strong>“), and (b) the effective
\ndate of the Change in Control.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

4.2.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Benefits : <\/strong>With respect to a Participant meeting the
\neligibility criteria for severance set forth in Section 4.1 hereof, subject to
\nSections 4.9 and 4.10 hereof:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

4.2.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Subject to the Participant signing and not revoking, within thirty (30) days
\nfollowing the Termination Date, a release and covenant agreement satisfactory to
\nthe Company which may include, but is not limited to, confidentiality,
\nnon-competition, non-solicitation, and no-raid provisions for a period of twelve
\n(12) months (a “Release<\/strong>“), the Company will pay to the
\nParticipant in a single lump sum cash payment within fifteen (15) days after the
\nEffective Date, the aggregate amount of:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.2.1.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

An amount equal to the product of (x) Participant153s Severance Multiplier,
\ntimes (y) the sum of the Participant153s Base Salary plus the Participant153s Target
\nAnnual Bonus;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

4.2.1.2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

An amount equal to the product of (x) Participant153s Target Annual Bonus,
\ntimes (y) a fraction, the numerator of which is the number of days completed in
\nthe then existing fiscal year through the Termination Date, and the denominator
\nof which is three hundred sixty-five (365); and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

4.2.1.3<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

An amount equal to the product of (x) the Participant153s Severance Multiplier,
\ntimes (y) the annualized cost of the Company-sponsored medical, dental, and
\nvision insurance benefits in effect as of the Effective Date for the Participant
\nand his or her enrolled dependents, at a cost equal to 100% of the Company153s
\npremium rate for such benefits at such time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

4.2.2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

The Company will pay to the Participant in a single lump sum cash payment
\nwithin fifteen (15) days after the Effective Date, an amount equal to the sum of
\nthe Participant153s earned but unpaid Base Salary, accrued but unpaid vacation pay
\nand reasonable business expenses incurred but unpaid, in each case, through the
\nTermination Date.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

4.2.3<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

The Company will provide to the Participant participation in a Company paid
\noutplacement program for up to one (1) year following the Effective Date, up to
\na maximum cost to the Company of $20,000. The selection of the outplacement
\nassistance firm shall be at the discretion of the Company. The Participant may
\nnot select a cash payment in lieu of this benefit.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.3.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Equity and Long-Term Cash Awards : <\/strong>Subject to Sections 4.9
\nand 4.10 hereof, in the event of a Change in Control, with respect to each stock
\noption, restricted stock unit, restricted stock award, and long-term cash award
\n(each, an “Award<\/strong>“) granted by the Company to the Participant
\nunder any of the Company153s equity or long-term cash award plans (each a
\n“Long-Term Incentive Plan<\/strong>“)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\n

\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

4.3.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Immediately prior to the consummation of the Change in Control, each Award
\nthat is not assumed or substituted with an equivalent award by the successor
\ncorporation in the Change in Control (or a parent or subsidiary of such
\nsuccessor corporation) shall become fully vested and, with respect to stock
\noptions, exercisable and all forfeiture restrictions on any or all of such
\nAwards shall lapse, and any performance targets applicable to such Awards shall
\nbe treated as satisfied.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

4.3.2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

If the Participant153s employment with the Company terminates by reason of a
\nQualifying Termination, upon the Effective Date, each Award that is assumed or
\nsubstituted with an equivalent award by the successor corporation in the Change
\nin Control (or a parent or subsidiary of such successor corporation) and that
\ngenerally remains outstanding following such Change in Control shall become
\nfully vested and, with respect to stock options, exercisable and all forfeiture
\nrestrictions on any or all of such Awards shall lapse, and any performance
\ntargets applicable to such Awards shall be treated as satisfied. In addition,
\nwith respect to any such Awards that are stock options, such stock options shall
\nremain outstanding and exercisable until the earliest to occur of: (i) later of
\nthe second anniversary of the Effective Date or such later expiration date as
\nprovided by the terms of the applicable Long-Term Incentive Plan and\/or the
\nParticipant153s award agreement for such stock options, or (ii) the stated
\nexpiration of the stock option.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.4.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Executive Physical Examination Program : <\/strong>Participation in
\nthe Company153s Executive Physical Examination Program will cease on the
\nTermination Date.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

4.5.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Retirement Plans : <\/strong>A Participant153s participation in the
\nCompany153s retirement plan(s) and deferred compensation plan(s) will cease on the
\nTermination Date. Payment of accrued benefits and account balances in these
\nplans will be made in accordance with the plans153 provisions and the
\nParticipant153s distribution election forms on file as of the Termination Date.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

4.6.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Mitigation of Benefits : <\/strong>The Participant will not be
\nobligated to seek other employment in mitigation of the amounts payable or
\narrangements made under this Policy. Obtaining any other employment will in no
\nevent affect any of the Company153s obligations to make payments and arrangements
\nreferenced within this Policy.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

4.7.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Effect of Other Arrangements : <\/strong>This Policy applies to
\ncertain terminations of a Participant153s employment with the Company, either (a)
\nwithin twenty-four (24)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n

\n

\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

months after the effective date of a Change in Control, (b) or during the
\nperiod commencing on the execution of a letter of intent or definitive agreement
\nthat results in the consummation of a Change in Control within six (6) months
\nafter the execution of such letter or agreement and ending on the date that the
\nChange in Control occurs. To the extent that the Participant becomes entitled to
\naccelerated vesting, extended exercisability and\/or severance payments and
\nbenefits under this Policy, as applicable, the terms and conditions of this
\nPolicy shall control such payments and\/or benefits in their entirety and such
\npayments and\/or benefits shall supersede and replace any comparable accelerated
\nvesting, exercisability and\/or severance benefits, as applicable, that the
\nParticipant would otherwise be entitled to receive under the terms of any other
\nemployment, severance or similar agreements, plans or arrangements with the
\nCompany in connection with a Change in Control or any Qualifying Termination,
\nincluding without limitation, under the Company153s Executive Officer Severance
\nPolicy, unless the Participant is entitled to receive greater payments and\/or
\nbenefits under an applicable employment agreement, in which case the Participant
\nmay elect to receive such payments and\/or benefits in lieu of the payments
\nand\/or benefits provided hereunder. No termination of a Participant153s employment
\nshall be covered under both this Policy and the Company153s Executive Officer
\nSeverance Policy. In no event shall the provisions of this Policy result in the
\nduplication of payments or benefits payable or provided to a Participant.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

4.8.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Authority : <\/strong>The Administrator maintains the right to modify
\nor terminate this Policy at any time, with or without prior notification to any
\nParticipant; provided<\/em>, however<\/em>, that no such modification or
\ntermination will take effect until twelve (12) months after the date of such
\nmodification or termination, unless the Administrator determines that an earlier
\neffective date is (a) necessary or appropriate pursuant to Section 4.9 hereof or
\n(b) will not materially reduce the benefits or potential benefits intended to be
\nmade available under the Policy to any Participant.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

4.9.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Section 409A : <\/strong>The payments and benefits under this Policy
\nare not intended to constitute “nonqualified deferred compensation” within the
\nmeaning of Section 409A of the Code. Notwithstanding any provision of this
\nPolicy to the contrary, in the event that the Company determines that any
\npayments or benefits payable hereunder may be subject to Section 409A of the
\nCode, the Company may adopt such amendments to this Policy or take any other
\nactions that the Company determines are necessary or appropriate to (i) exempt
\nsuch payments and benefits from Section 409A of the Code and\/or preserve the
\nintended tax treatment of such payments or benefits, or (ii) comply with the
\nrequirements of Section 409A of the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

\n

\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

Code and related Department of Treasury guidance and thereby avoid the
\napplication of penalty taxes under Section 409A of the Code.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

Notwithstanding anything to the contrary in this Policy, no compensation or
\nbenefits shall be paid to the Participant during the 6-month period following
\nthe Participant153s “separation from service” (within the meaning of Section
\n409A(a)(2)(A)(i) of the Code if the Company determines that paying such amounts
\nat the time or times indicated in this Policy would be a prohibited distribution
\nunder Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts
\nis delayed as a result of the previous sentence, then on the first business day
\nfollowing the end of such 6-month period (or such earlier date upon which such
\namount can be paid under Section 409A of the Code without resulting in a
\nprohibited distribution, including as a result of the Participant153s death), the
\nCompany shall pay the Participant a lump-sum amount equal to the cumulative
\namount that would have otherwise been payable to the Participant during such
\nperiod.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

4.10.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Section 280G<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.10.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Notwithstanding anything to the contrary in this Policy,
\n<\/strong>any payment or benefit received or to be received by the Participant in
\nconnection with a “change in control event” that would constitute a “parachute
\npayment” (each within the meaning of Code Section 280G), whether payable
\npursuant to the terms of this Policy or any other plan, arrangements or
\nagreement with the Company (collectively, the “Total
\nPayments<\/strong>“), shall be reduced to the least extent necessary so that no
\nportion of the Total Payments shall be subject to the excise tax imposed by
\nSection 4999 of the Code, but only if, by reason of such reduction, the Net
\nAfter-Tax Benefit received by the Participant as a result of such reduction will
\nexceed the Net After-Tax Benefit that would have been received by the
\nParticipant if no such reduction was made. If excise taxes may apply to the
\nTotal Payments, the foregoing determination will be made by a nationally
\nrecognized accounting firm (the “Accounting Firm<\/strong>“) selected by
\nthe Company The Company will direct the Accounting Firm to submit any such
\ndeterminations and detailed supporting calculations to both any affected
\nParticipant and the Company within thirty (30) days after the Effective Date or
\nsuch other date on which a payment becomes due.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

4.10.2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

If the Accounting Firm determines that a reduction in payments is required by
\nthis Section 4.10, the Total Payments shall be reduced in the following order:
\n(A) reduction of any cash severance payments otherwise payable to<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5<\/p>\n

\n

\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

the Participant that are exempt from Section 409A of the Code; (B) reduction
\nof any other cash payments or benefits otherwise payable to the Participant that
\nare exempt from Section 409A of the Code, but excluding any payments
\nattributable to any acceleration of vesting or payments with respect to any
\nequity award that are exempt from Section 409A of the Code; (C) reduction of any
\nother payments or benefits otherwise payable to the Participant on a pro-rata
\nbasis or such other manner that complies with Section 409A of the Code, but
\nexcluding any payments attributable to any acceleration of vesting and payments
\nwith respect to any equity award that are exempt from Section 409A of the Code;
\nand (D) reduction of any payments attributable to any acceleration of vesting or
\npayments with respect to any equity award that are exempt from Section 409A of
\nthe Code, in each case beginning with payments that would otherwise be made last
\nin time.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

4.10.3<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

If applicable, the Participant and the Company will each provide the
\nAccounting Firm access to and copies of any books, records and documents in
\ntheir respective possession, reasonably requested by the Accounting Firm, and
\notherwise cooperate with the Accounting Firm in connection with the preparation
\nand issuance of the determinations and calculations contemplated by this Section
\n4.10. The fees and expenses of the Accounting Firm for its services in
\nconnection with the determinations and calculations contemplated by this Section
\n4.10 will be borne by the Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

4.11.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Return of Payment : <\/strong>Notwithstanding anything to the contrary
\nin this Policy, if the Participant receives any severance payments or other
\nbenefits under this Policy and the Company subsequently determines that the
\nParticipant had engaged in conduct which constituted Cause for the termination
\nof his employment by the Company prior to the Termination Date, the Participant
\nshall reimburse the Company for all payments and the value of all benefits
\nreceived by the Participant which would not have been made if the Participant153s
\nemployment had been terminated by the Company for Cause with interest at the US
\nPrime Rate as published by Bloomberg Finance L.P., compounded annually, from the
\ndate such payments or benefits were made until the date of repayment.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

4.12.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Arbitration <\/strong>: With respect to any Participant, any
\ncontroversy or claim arising out of or relating to this Policy shall be
\nsubmitted to binding arbitration. By agreeing to arbitrate, the Participant
\nagrees to waive the Participant153s right to a jury trial. The arbitration will be
\nconducted in accordance with this Policy, the Federal Arbitration Act and the
\nEmployment Arbitration Rules of the American<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6<\/p>\n

\n

\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

Arbitration Association, as in effect at the time of any arbitration pursuant
\nto this Policy (the “AAA Rules<\/strong>“). In the event of a conflict,
\nthe provisions of the AAA Rules will control, except where those AAA Rules
\nconflict with this Policy, in which case this Policy will control. The
\narbitration shall be conducted before a single neutral arbitrator, regardless of
\nthe size of the dispute, to be selected as provided in the AAA Rules. The
\narbitration shall be commenced and held in Orange County, California. Any issue
\nconcerning the location of the arbitration, the extent to which any dispute is
\nsubject to arbitration, the applicability, interpretation, or enforceability of
\nthese procedures, including any contention that all or part of these procedures
\nare invalid or unenforceable, and any discovery disputes, shall be resolved by
\nthe arbitrator. No potential arbitrator may serve on the panel unless he or she
\nhas agreed in writing to be bound by these procedures. To the extent state law
\nis applicable, the arbitrator shall apply the law of California. Each party
\nwill, upon the written request of the other party, promptly provide the other
\nwith copies of all documents on which the producing party may rely in support of
\nor in opposition to any claim or defense and a report of any expert whom the
\nproducing party may call as a witness in the arbitration hearing. Additional
\ndiscovery shall be conducted as permitted by the AAA Rules or as may be ordered
\nby the arbitrator upon a showing of good cause. All aspects of the arbitration
\nshall be treated as confidential and neither the parties nor the arbitrator may
\ndisclose the existence, content or results of the arbitration, except as
\nnecessary to comply with legal or regulatory requirements, or to enforce any
\nruling or award. Before making any such disclosure, a party shall give written
\nnotice to all other parties and shall afford such parties a reasonable
\nopportunity to protect their interests. The parties shall share all fees and
\ncosts payable to the arbitrator or AAA equally, except that the Company will pay
\nall fees and costs that are unique to arbitration and\/or in excess of the costs
\nthat would be incurred if the action were filed in a court of competent
\njurisdiction. All attorneys153 fees, witness fees and other costs shall be paid by
\nthe party that incurs those costs and expenses, except to the extent that a
\nparty is entitled to recover those costs or expenses under applicable law. The
\nresult of the arbitration shall be rendered in writing and shall be binding on
\nthe parties and judgment on the arbitrators153 award may be entered in any court
\nhaving jurisdiction.<\/p>\n<\/td>\n<\/tr>\n

\n

5.0<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

RESPONSIBILITIES<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

6.0<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

PROCEDURES<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

7.0<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

RELATED DOCUMENTS<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.0<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

DEFINITIONS<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

7<\/p>\n

\n

\n

\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

For purposes of this Policy, the following terms will have the meanings set
\nforth below:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

8.1.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

“Base Salary” <\/strong>means, as of the Effective Date, the fixed
\nannual cash compensation that is generally paid in substantially equal periodic
\npayments over the course of the 12-month period approximating the calendar year.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

8.2.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

“Cause” <\/strong>means the occurrence of any one or more of the
\nfollowing:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

8.2.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

any willful, material violation by the Participant of any law or regulation
\napplicable to the business of the Company, the Participant153s conviction for, or
\nguilty plea to, a felony or a crime involving moral turpitude, or any willful
\nperpetration by the Participant of a common law fraud,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

8.2.2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

any material breach by the Participant of any provision of any agreement or
\nunderstanding between the Company and the Participant regarding the terms of the
\nParticipant153s service as an employee, officer, director or consultant to the
\nCompany, including without limitation, the willful and continued failure or
\nrefusal of the Participant to perform the material duties required of such
\nParticipant as an employee, officer, director or consultant of the Company,
\nother than as a result of having a disability, or a breach of any applicable
\ninvention assignment and confidentiality agreement or similar agreement between
\nthe Company and the Participant,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

8.2.3<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Participant153s willful disregard of the policies of the Company so as to cause
\nloss, damage or injury to the property, reputation or employees of the Company,\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

8.2.4<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

failure by Participant to substantially perform, or gross negligence in the
\nperformance of Participant153s duties after there has been delivered to
\nParticipant written demand for performance which describes the specific
\ndeficiencies in Participant153s performance and the specific manner in which
\nperformance must be improved, and which provides 30 days from the date of notice
\nto remedy performance deficiencies subject to remedy; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

8.2.5<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

any other misconduct by the Participant which is materially injurious to the
\nfinancial condition or business reputation of, or is otherwise materially
\ninjurious to, the Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

8.3.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

“Change In Control” <\/strong>means the occurrence of any one of the
\nfollowing events:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

8.3.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

any “person” (as such term is used in Sections 13(d) and 14(d) of the
\nSecurities and Exchange Act of 1934 (the “Exchange Act<\/strong>“))
\nbecomes the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

8<\/p>\n

\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

“beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly
\nor indirectly, of securities of Ingram Micro Inc. representing 35% or more of
\nthe total voting power represented by Ingram Micro Inc.153s then-outstanding
\nvoting securities;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

8.3.2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

the consummation of the sale or disposition by Ingram Micro Inc. of all or
\nsubstantially all of Ingram Micro Inc.153s assets;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

8.3.3<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

the consummation of a merger or consolidation of Ingram Micro Inc. with any
\nother corporation, other than a merger or consolidation which would result in
\nthe voting securities of Ingram Micro Inc. outstanding immediately prior thereto
\ncontinuing to represent (either by remaining outstanding or by being converted
\ninto voting securities of the surviving entity or its parent) at least fifty
\npercent (50%) of the total voting power represented by the voting securities of
\nIngram Micro Inc. or such surviving entity or its parent outstanding immediately
\nafter such merger or consolidation or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

8.3.4<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

any other transaction which qualifies as a “corporate transaction” under
\nSection 424(a) of the Code wherein the stockholders of Ingram Micro Inc. give up
\nall of their equity interest in Ingram Micro Inc. (except for the acquisition,
\nsale or transfer of all or substantially all of the outstanding shares of Ingram
\nMicro Inc.).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n\n

Notwithstanding the foregoing, if a Change in Control constitutes a payment
\nevent with respect to any benefit payable under this Policy which provides for
\nthe deferral of compensation that is subject to Section 409A of the Code, to the
\nextent required to avoid the imposition of additional taxes under Section 409A
\nof the Code, the transaction or event described in this Section 8.3, with
\nrespect to such benefit shall only constitute a Change in Control for purposes
\nof the payment timing of such benefit if such transaction also constitutes a
\n“change in control event,” as defined in Treasury Regulation \u00a71.409A-3(i)(5).\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

8.4.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

“Company” <\/strong>means Ingram Micro Inc., a Delaware corporation,
\nand its wholly owned subsidiaries and affiliates. Company also means Ingram
\nMicro Inc.153s predecessor companies and their wholly-owned subsidiaries and
\naffiliates.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

8.5.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

“Good Reason” <\/strong>means a<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

8.5.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

a material diminution in the Participant153s authority, duties and
\nresponsibilities,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

9<\/p>\n

\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

8.5.2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

a material diminution in the Participant153s annual base salary or
\nParticipant153s aggregate incentive compensation opportunities (unless balanced by
\nan increase in base salary),<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

8.5.3<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

any action or inaction that constitutes a material breach by the Company of
\nthis Policy with respect to the Participant; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

8.5.4<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

a material change by the Company in the geographic location of the
\nParticipant153s principal place of employment (defined for this purpose to mean a
\nchange in which the Participant153s place of employment is more than fifty (50)
\nmiles from the Participant153s place of employment immediately prior to the Change
\nin Control, provided that such change results in an increase in the distance
\nfrom the Participant153s principal residence immediately prior to the Change in
\nControl, except for required travel on the Company153s business to an extent
\nsubstantially consistent with the Participant153s business travel obligations
\nimmediately prior to the Change in Control);<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n\n

provided<\/em>, however<\/em>, Good Reason shall not exist unless and
\nuntil the Participant satisfies the notice and cure period provisions set forth
\nbelow. The Participant must provide a notice of termination to the Company
\nwithin ninety (90) days of the initial existence of the condition, event or
\ncircumstance that constitutes Good Reason. Upon receipt of such notice, the
\nCompany shall have thirty (30) days during which it may remedy the condition,
\nevent or circumstance that constitutes Good Reason, and if not so cured, the
\nParticipant shall terminate his or her employment with the Company upon the
\nexpiration of the Company153s period to remedy the condition, event or
\ncircumstance that constitutes Good Reason. If the Company remedies such
\ncondition, event or circumstance, then the Participant shall not be entitled to
\nterminate employment with the Company for Good Reason.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

8.6.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

“Net After-Tax Benefit” <\/strong>means (i) the Total Payments that
\nthe Participant becomes entitled to receive from the Company which would
\nconstitute “parachute payments” within the meaning of Code Section 280G, less
\n(ii) the amount of all federal, state and local income and employment taxes
\npayable with respect to the Total Payments, calculated at the maximum applicable
\nmarginal income tax rate, less (iii) the amount of excise taxes imposed with
\nrespect to the Total Payments under Section 4999 of the Code.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

8.7.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

“Qualifying Termination<\/strong>” means a termination of a
\nParticipant153s employment with the Company by the Company without Cause or by the
\nParticipant for Good<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

10<\/p>\n

\n

\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

Reason, either (a) within twenty-four (24) months after the effective date of
\na Change in Control, (b) or during the period commencing on the execution of a
\nletter of intent or definitive agreement (an “Agreement<\/strong>“) that
\nresults in the consummation of a Change in Control within six (6) months after
\nthe execution of such Agreement and ending on the date that the Change in
\nControl occurs.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

8.8.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

“Severance Multiplier” <\/strong>means<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

8.8.1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

two (2), with respect to the Chief Executive Officer, and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

8.8.2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

one and one half (1.5), with respect to all Participants other than the Chief
\nExecutive Officer.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

8.9.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

“Target Annual Bonus” <\/strong>means the Participant153s annual base
\nsalary in effect on the Effective Date multiplied by the incentive award
\npercentage applicable to such Participant153s salary grade or position as
\nspecified in the Company153s annual Executive Incentive Award Plan in effect for
\nthe fiscal year in which the Effective Date occurs.<\/p>\n<\/td>\n<\/tr>\n

\n

9.0<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

REVISION HISTORY<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

9.1.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Adopted September 7, 2010<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

11<\/p>\n

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