{"id":38644,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/compensation-policy-board-of-directors-ingram-micro-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"compensation-policy-board-of-directors-ingram-micro-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/compensation-policy-board-of-directors-ingram-micro-inc.html","title":{"rendered":"Compensation Policy – Board of Directors – Ingram Micro Inc."},"content":{"rendered":"

INGRAM MICRO INC. <\/strong><\/p>\n

Compensation Policy for <\/strong><\/p>\n

Members of <\/strong><\/p>\n

the Board of Directors <\/strong><\/p>\n

(As Amended and Restated as of November 29, 2011)
\n<\/strong><\/p>\n

Ingram Micro Inc. (the “Corporation<\/em><\/strong>“) has
\nestablished this Compensation Policy for Members of the Board of Directors, as
\namended and restated as of November 29, 2011 (the
\n“Policy<\/em><\/strong>“), to provide each member of the Corporation153s
\nBoard of Directors (the “Board<\/em><\/strong>“) who is not an
\nemployee of the Corporation (a “Director<\/em><\/strong>“) with
\ncompensation for services performed as a Director, the terms of which are
\nhereinafter set forth.<\/p>\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

\n

Compensation<\/strong>:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Each Director will receive an annual award of cash and equity-based
\ncompensation for each calendar year of service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The mix of cash and equity-based compensation for the calendar year in which
\nservices are provided must be elected by each Director and such election must be
\nreceived by the Corporation prior to December 31 of the prior calendar year or
\nwithin 30 days of initial appointment or election to the Board, as the case may
\nbe, based on the procedures outlined below.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Each election must be made by filing an election form with the General
\nCounsel of the Corporation on such form as adopted by the Corporation from time
\nto time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

If a Director does not file an election form with respect to a calendar year
\nby the specified date, the Director will be deemed to have elected to receive
\nthe compensation in the manner elected by the Director in his or her last valid
\nelection, or if there had been no prior election, will be deemed to have elected
\nto receive the eligible compensation in the form of non-qualified stock options.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

When an election is made with respect to a calendar year, the Director may
\nnot revoke or change that election with respect to such calendar year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The mix of cash and equity-based compensation is subject to the following
\nassumptions and restrictions:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Cash Retainer<\/strong>. For cash selected by the Director as a
\ncomponent of annual compensation (the “Cash
\nRetainer<\/em><\/strong>“), the amount selected will be subject to the following:\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Maximum Amount<\/strong>. The maximum amount of the Cash Retainer that
\nmay be selected annually is as follows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

$80,000 for Directors other than Audit Committee members, Committee chairs
\nand the Non-Executive Chairman of the Board (“NEC<\/em><\/strong>“);\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

$85,000 for Audit Committee members (other than a Committee chair);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

1<\/p>\n

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

$110,000 for the Audit Committee chair;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

$105,000 for the Human Resources Committee chair (subject to an additional
\n$5,000 if also a member of the Audit Committee);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

$100,000 for the Governance Committee chair (subject to an additional $5,000
\nif also a member of the Audit Committee);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

$90,000 for the Executive Committee chair (subject to an additional $5,000 if
\nalso a member of the Audit Committee); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

$170,000 for the NEC.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Minimum Amount<\/strong>. Audit Committee members and Committee chairs
\nmust select a minimum amount of the Cash Retainer annually, as follows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

$5,000 for Audit Committee members (other than a Committee chair);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

$30,000 for the Audit Committee chair;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

$25,000 for the Human Resources Committee chair (subject to an additional
\n$5,000 if also a member of the Audit Committee);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

$20,000 for the Governance Committee chair (subject to an additional $5,000
\nif also a member of the Audit Committee); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

$10,000 for the Executive Committee chair (subject to an additional $5,000 if
\nalso a member of the Audit Committee).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

No minimum amount applies with respect to Directors who do not serve as Audit
\nCommittee members or Committee chairs.<\/p>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

Payment of Cash Retainer<\/strong>. Subject to Section 1(e)(1) below,
\nthe Cash Retainer will be paid at a rate of one-twelfth of the amount selected
\nby the Director per month, on a quarterly basis, in arrears, following the close
\nof each calendar quarter, except that payment of such Cash Retainer for the
\nfiscal fourth quarter shall be made no later than December 31 of such quarter.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Equity-Based Compensation<\/strong>:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Equity-based compensation payable with regard to shares of the Corporation153s
\ncommon stock (the “Shares<\/em><\/strong>“) must be selected by the
\nDirector as a component of annual compensation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The equity-based compensation must have an annual value of at least $130,000
\nfor Directors other than the NEC, and $260,000 for the NEC, and may consist of
\nstock options, restricted stock, restricted stock units or a combination
\nthereof, and are subject to the following terms and conditions:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Stock Options<\/strong>. Non-qualified stock options will be granted
\non the first trading day of January of each calendar year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

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

The number of options to be granted will be based on a Black-Scholes
\ncalculation or other valuation method as may be adopted by the Corporation from
\ntime to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The per share exercise price of the Shares to be issued upon exercise of an
\noption shall be 100% of the closing price of a Share on the New York Stock
\nExchange on the date of grant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The options shall (i) vest with respect to one-twelfth of the Shares
\nunderlying such options on the last day of each month during the calendar year
\nin which the award was made, and (ii) have a term of ten years.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Other option provisions will be as specified in the applicable grant
\nagreements.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Restricted Stock and Restricted Stock Units<\/strong>. Restricted
\nstock and restricted stock units will be granted on the first trading day of
\nJanuary each calendar year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The number of restricted shares\/units to be granted will be determined based
\non the dollar amount selected by the Director divided by the closing price of a
\nShare on the New York Stock Exchange on the date of grant rounded up to the next
\nwhole share.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Restrictions on disposition of such restricted shares\/units shall lapse on
\nDecember 31 of the calendar year in which the award was made.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Payment of restricted stock units will be in the form of Shares at the time
\nof vesting (unless deferred under Section 1(e)(2) below), and other provisions
\nwill be as specified in the applicable restricted shares\/units agreements.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Aggregate Limit on Cash Retainer and Equity-Based
\nCompensation<\/strong>. The aggregate amount of the annual Cash Retainer and the
\nvalue of the annual equity-based compensation selected by the Director may not
\nexceed the following amounts:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

$210,000 for Directors other than Audit Committee members, Committee chairs
\nand the NEC;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

$215,000 for Audit Committee members (other than a Committee chair);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

$240,000 for the Audit Committee chair;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

$235,000 for the Human Resources Committee chair (subject to an additional
\n$5,000 if also a member of the Audit Committee);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

$230,000 for the Governance Committee chair (subject to an additional $5,000
\nif also a member of the Audit Committee);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

$220,000 for the Executive Committee chair (subject to an additional $5,000
\nif also a member of the Audit Committee); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

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

$430,000 for the NEC.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Partial Years of Service<\/strong>:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

If the Director is newly appointed or elected during a calendar year such
\nthat the Director will serve a partial year, the annual cash and equity-based
\ncompensation selected by the Director will be prorated during the calendar year
\nusing the number of months remaining to be served within the initial calendar
\nyear of Board service, divided by 12, commencing with the month that the
\nDirector is first appointed or elected to the Board. Equity-based compensation
\nwill be granted on the first trading day of the month following the appointment
\nor election to the Board. Stock options will vest proportionately on the last
\nday of each month during the calendar year in which the award was made.
\nRestrictions on the disposition of restricted stock and restricted stock units
\nwill lapse on December 31 of the calendar year in which the award was made
\n(except as otherwise provided with respect to restricted stock units that are
\ndeferred pursuant to Section 1(e)(2) below).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

If the Director153s service on the Board ends during a calendar year such that
\nthe Director will serve a partial year, the annual cash and equity-based
\ncompensation selected by the Non-Executive Director will be prorated using the
\nnumber of months of service on the Board during the calendar year, divided by
\n12, including the month that he or she ceases to serve on the Board. Any
\nunvested stock options shall cease to vest effective immediately following the
\nlast month of service on the Board. Any vested options shall be exercisable for
\na period of five years following the date of conclusion of service on the Board,
\nunless they expire earlier. Restricted stock\/units will be prorated using the
\nnumber of months served on the Board during the calendar year as the numerator,
\ndivided by 12. Restrictions on the disposition of restricted stock and
\nrestricted stock units will lapse on the last day of the month of the Director153s
\nservice on the Board (except as otherwise provided with respect to restricted
\nstock units that are deferred pursuant to Section 1(e)(2) below).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

If a member of the Audit Committee or a Committee chair is appointed to the
\napplicable Committee during the calendar year of service (i.e., between January
\nand December) he or she will be eligible to receive the additional Cash Retainer
\nfor serving in such position at a rate of one-twelfth of such amount per month
\ncommencing with the month in which the appointment takes effect. Similarly, if a
\nmember of the Audit Committee or a Committee chair relinquishes his or her
\nposition during the calendar year, he or she will cease to receive the
\nadditional Cash Retainer for serving in such position on the last day of the
\nmonth in which he or she ceases to serve as a member of the Audit Committee or
\nchair to a Committee, respectively.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Deferral Elections<\/strong>:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Cash Retainer<\/strong>. The Director may elect to defer any Cash
\nRetainer payable with respect to a calendar year of service in accordance with
\nthe Ingram Micro Inc. Board of Directors Deferred Compensation Plan, as in
\neffect from time to time, a copy of which is attached hereto as Exhibit
\nA<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Restricted Stock Units<\/strong>. The Director may elect to defer
\nsettlement of Shares payable with respect to any restricted stock units that
\nwill be granted to the Director with respect to a calendar year of service,
\nsubject to the terms and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

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

conditions set forth in this Section 1(e)(2), the restricted stock unit
\ndeferral election form as adopted by the Corporation from time to time, and
\nSection 409A of the Internal Revenue Code of 1986, as amended (the
\n“Code<\/em><\/strong>“) and the regulations thereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(A)<\/p>\n<\/td>\n

\n

The Director may elect to defer settlement of 100% of the restricted stock
\nunits that the Director elected to receive with respect to a calendar year of
\nservice pursuant to Section 1(b) above (and which are otherwise scheduled to
\nvest as of the end of such calendar year) by filing a completed restricted stock
\nunit deferral election form with the General Counsel of the Corporation. The
\nDirector must file the deferral election form no later than December 31 of the
\nprior calendar year for the calendar year in which service is to be provided;
\nprovided however, that if the Director is newly appointed or elected to the
\nBoard during a calendar year, the Director may elect to defer settlement of
\nrestricted stock units within 30 days of initial appointment or election to the
\nBoard with respect to restricted stock units that relate to service performed
\nafter the election in accordance with Treasury Regulation Section
\n1.409A-2(a)(7). When a deferral election is made with respect to a calendar
\nyear, the Director may not revoke or change that election with respect to such
\ncalendar year. The Director must irrevocably elect the specified date(s) and
\nincrement(s) with respect to which the Director will receive the Shares
\nassociated with the settlement of the restricted stock units that the Director
\nhas elected to defer (the “Settlement Date<\/em><\/strong>“) as
\nprovided under the deferral election form in accordance with such form. In the
\nevent that the Director fails to elect a Settlement Date, settlement of the
\nrestricted stock units will occur on the date of the Director153s “separation from
\nservice” (within the meaning of Section 409A(a)(2)(A)(i) of the Code and
\nTreasury Regulation Section 1.409A-1(h)) (a “Separation from
\nService<\/em><\/strong>“). All deferral elections shall be made in accordance with
\nrules and procedures established by the Corporation as determined in accordance
\nwith Treasury Regulation Section 1.409A-2(a).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

\n

The Director shall receive payment of the Shares on the Settlement Date(s)
\nelected by the Director (or the date of the Director153s Separation from Service
\nin the event that the Director fails to elect a Settlement Date) pursuant to the
\ndeferral election form as described in paragraph (A) above.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

2.<\/p>\n<\/td>\n

\n

Expense Reimbursements<\/strong>. The Director will be reimbursed for
\ntravel, lodging and meal expenses incurred to attend Board and Committee
\nmeetings and to perform his or her duties as a Director in accordance with the
\nCorporation153s plans or policies as in effect from time to time. To the extent
\nthat any such reimbursements are deemed to constitute compensation to the
\nDirector, such amounts shall be reimbursed no later than December 31 of the year
\nfollowing the year in which the expense was incurred. The amount of any expense
\nreimbursements that constitute compensation in one year shall not affect the
\namount of expense reimbursements constituting compensation that are eligible for
\nreimbursement in any subsequent year, and the Director153s right to such
\nreimbursement of any such expenses shall not be subject to liquidation or
\nexchange for any other benefit.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5<\/p>\n

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

3.<\/p>\n<\/td>\n

\n

Ownership Requirement<\/strong>. Each director is required to achieve
\nand maintain ownership of shares of our common stock with an aggregate value
\n(market price multiplied by the number of shares) equal to three times the
\nmaximum amount of cash retainer that may be selected by each member of the Board
\nin their capacity as Board members under the Company153s Compensation Policy for
\nMembers of the Board of Directors (not taking into account additional cash
\ncompensation for other special roles on the Board such as being the Chairman of
\nthe Board, a Committee chair or being a member of a specific Board Committee)
\nbeginning five years from the date of his or her election to the Board. For the
\navoidance of doubt, vested stock options held by the Board member which are not
\nexercised are not considered for purposes of director equity ownership; however,
\nvested restricted stock units which have been deferred until after a Board
\nmember153s retirement from the Board are included for purposes of director equity
\nownership.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

4.<\/p>\n<\/td>\n

\n

Section 409A.<\/strong> To the extent applicable, this Policy and all
\nelection forms and all other instruments evidencing amounts subject to the
\nPolicy shall be interpreted in accordance with Section 409A of the Code and
\nDepartment of Treasury regulations and other interpretive guidance issued
\nthereunder. Notwithstanding any provision of the Policy, any election form or
\nany other instrument evidencing amounts subject to the Policy to the contrary,
\nin the event that the Corporation determines that any amounts subject to the
\nPolicy may not be either exempt from or compliant with Section 409A of the Code,
\nthe Corporation may in its sole discretion adopt such amendments to the Policy,
\nany election form and any other instruments relating to the Policy, or adopt
\nother policies and procedures (including amendments, policies and procedures
\nwith retroactive effect), or take any other actions, that the Corporation
\ndetermines are necessary or appropriate to (i) exempt such amounts from Section
\n409A of the Code and\/or preserve the intended tax treatment of such amounts, or
\n(ii) comply with the requirements of Section 409A of the Code and related
\nDepartment of Treasury guidance; provided<\/u>, however<\/u>, that this
\nSection 4 shall not create any obligation on the part of the Corporation to
\nadopt any such amendment, policy or procedure or take any such other action.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6<\/p>\n

\n

Exhibit A <\/u><\/strong><\/p>\n

Ingram Micro Inc. <\/strong><\/p>\n

Board of Directors Deferred Compensation Plan
\n<\/strong><\/p>\n

(includes the adoption agreement and basic plan document)<\/p>\n

Same as previous Exhibit A to<\/p>\n

Compensation Policy for Members of<\/p>\n

the Board of Directors as Amended and Restated December 1,
\n2010<\/p>\n

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