{"id":40011,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/incentive-plan-ingram-micro-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"incentive-plan-ingram-micro-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/incentive-plan-ingram-micro-inc.html","title":{"rendered":"Incentive Plan – Ingram Micro Inc."},"content":{"rendered":"

INGRAM MICRO INC.
2011 INCENTIVE PLAN<\/strong><\/p>\n

\n

Ingram Micro Inc., a Delaware corporation (“Ingram Micro”), has adopted this
\nIngram Micro Inc. 2011 Incentive Plan (the “Plan”), effective as of the
\nEffective Date (as provided in Section 15(a)). This Plan amends and restates in
\nits entirety the Ingram Micro Inc. Amended and Restated 2003 Equity Incentive
\nPlan (the “Amended and Restated 2003 Plan”) and consolidates the Ingram Micro
\nInc. 2008 Executive Incentive Plan (the “Executive Incentive Plan”) into the
\nPlan.<\/p>\n<\/p>\n

The effectiveness of the Plan is subject to approval by the shareholders of
\nIngram Micro. In the event that the Plan is not approved by Ingram Micro153s
\nshareholders, (i) each of the Amended and Restated 2003 Plan and the Executive
\nIncentive Plan will continue in full force in accordance with its terms as in
\neffect immediately prior to the adoption of the Plan, and the Plan will not take
\neffect, and (ii) Ingram Micro may continue to grant awards under each of the
\nAmended and Restated 2003 Plan and the Executive Incentive Plan subject to the
\nterms and conditions set forth therein.<\/p>\n<\/p>\n

Section 1. Purpose. <\/em>The purposes of the Plan are to promote the
\ninterests of Ingram Micro and its shareholders by (i) attracting and retaining
\nexceptional members of the Board, executive personnel and other key employees of
\nIngram Micro and its Affiliates, as defined below; (ii) motivating such
\nemployees and Board members by means of performance-related incentives to
\nachieve longer-range performance goals; and (iii) enabling such employees and
\nBoard members to participate in the long-term growth and financial success of
\nIngram Micro.<\/p>\n<\/p>\n

Section 2. Definitions. <\/em>As used in the Plan, the following terms
\nshall have the meanings set forth below:<\/p>\n<\/p>\n

“Affiliate” <\/em>means (i) any entity that is, directly or indirectly,
\ncontrolled by Ingram Micro and (ii) any other entity in which Ingram Micro has a
\nsignificant equity interest or which has a significant equity interest in Ingram
\nMicro, in either case as determined by the Committee.<\/p>\n<\/p>\n

“Award” <\/em>means any Option, Stock Appreciation Right, award of
\nRestricted Stock, Performance Award, Restricted Stock Unit or Other Stock-Based
\nAward.<\/p>\n<\/p>\n

“Award Agreement” <\/em>means any written agreement, contract, or other
\ninstrument or document evidencing any Award, which may, but need not, be
\nexecuted or acknowledged by a Participant.<\/p>\n<\/p>\n

“Board” <\/em>means the Board of Directors of Ingram Micro.<\/p>\n<\/p>\n

“Cause” <\/em>means any of: (i) any willful act or omission by a
\nParticipant constituting dishonesty, fraud or other malfeasance, which in any
\nsuch case is demonstrably injurious to the financial condition or business
\nreputation of Ingram Micro or any of its Affiliates; (ii) a Participant153s
\ncommission of a felony or crime of moral turpitude under the laws of the United
\nStates or any state thereof or any other jurisdiction in which Ingram Micro or
\nany of its Affiliates conducts business; and (iii) any willful violation by a
\nParticipant of any of Ingram Micro153s policies of which such Participant has been
\ngiven prior notice and which violation is demonstrably detrimental to the best
\ninterests of Ingram Micro or any of its Affiliates.<\/p>\n<\/p>\n

For purposes of this definition, no act or failure to act will be deemed
\n“willful” unless effected by a Participant not in good faith and without a
\nreasonable belief that such action or failure to act was in or not opposed to
\nthe best interests of Ingram Micro and its Affiliates.<\/p>\n<\/p>\n

1<\/p>\n

\n

\n

“Code” <\/em>means the United States Internal Revenue Code of 1986, as
\namended from time to time and the rules and regulations promulgated thereunder.\n<\/p>\n<\/p>\n

“Committee” <\/em>means a committee of the Board designated by the Board
\nto administer the Plan and composed of not less than the minimum number of
\npersons from time to time required by Rule 16b-3, each of whom, to the extent
\nnecessary to comply with Rule 16b-3, Section 162(m) of the Code, and the rules
\nof the New York Stock Exchange, is a “Non-Employee Director” within the meaning
\nof Rule 16b-3, an “Outside Director” as determined under Section 162(m) of the
\nCode, and an “independent director” under the rules of the New York Stock
\nExchange. Until otherwise determined by the Board, (i) the Human Resources
\nCommittee or any successor or replacement thereof designated by the Board shall
\nbe the Committee under the Plan with respect to Awards granted to any Eligible
\nIndividual, other than a member of the Board who is not an Employee, and (ii)
\nthe Governance Committee or any successor or replacement thereof designated by
\nthe Board shall be the Committee under the Plan with respect to Awards granted
\nto any member of the Board who is not an Employee.<\/p>\n<\/p>\n

“Covered Employee” <\/em>shall mean any Employee who is, or could be, a
\n“covered employee” within the meaning of Section 162(m) of the Code.<\/p>\n<\/p>\n

“Disability” <\/em>shall have the meaning determined from time to time by
\nthe Committee.<\/p>\n<\/p>\n

“Effective Date” <\/em>shall have the meaning set forth in Section 15(a)
\nof the Plan.<\/p>\n<\/p>\n

“Eligible Individual” <\/em>means any Employee, including any officer or
\nemployee-director of Ingram Micro or any Affiliate, and any member of the Board.\n<\/p>\n<\/p>\n

“Employee” <\/em>means an employee of Ingram Micro or any Affiliate.<\/p>\n<\/p>\n

“Exchange Act” <\/em>means the United States Securities Exchange Act of
\n1934, as amended.<\/p>\n<\/p>\n

“Executive Officer” <\/em>means, at any time, an individual who is an
\nexecutive officer of Ingram Micro within the meaning of Exchange Act Rule 3b-7
\nor who is an officer of Ingram Micro within the meaning of Exchange Act Rule
\n16a-1(f).<\/p>\n<\/p>\n

“Fair Market Value” <\/em>means with respect to the Shares, as of any
\ngiven date or dates, the reported closing price of a share of such class of
\ncommon stock on such exchange or market as is the principal trading market for
\nsuch class of common stock as reported in the Wall Street Journal or such other
\npublication selected by the Committee. If such class of common stock is not
\ntraded on an exchange or principal trading market on such date, the fair market
\nvalue of a Share shall be determined by the Committee in good faith taking into
\naccount as appropriate recent sales of the Shares, recent valuations of the
\nShares, the lack of liquidity of the Shares, the fact that the Shares may
\nrepresent a minority interest and such other factors as the Committee shall in
\nits discretion deem relevant or appropriate.<\/p>\n<\/p>\n

“Full Value Award” <\/em>means any Award other than an Option or a Stock
\nAppreciation Right and that is settled by the issuance of Shares.<\/p>\n<\/p>\n

“Greater Than 10% Shareholder” <\/em>means an individual then owning
\n(within the meaning of Section 424(d) of the Code) more than 10% of the total
\ncombined voting power of all classes of stock of the company or any subsidiary
\ncorporation (as defined in Section 424(f) of the Code) or parent corporation
\nthereof (as defined in Section 424(e) of the Code).<\/p>\n<\/p>\n

“Incentive Stock Option” <\/em>means a right to purchase Shares from
\nIngram Micro that is granted under Section 6 of the Plan and that is intended to
\nmeet the requirements of Section 422 of the Code or any successor provision
\nthereto.<\/p>\n<\/p>\n

2<\/p>\n

\n

\n

“Ingram Micro” <\/em>means Ingram Micro Inc., a Delaware corporation,
\ntogether with any successor thereto.<\/p>\n<\/p>\n

“Non-Qualified Stock Option” <\/em>means a right to purchase Shares from
\nIngram Micro that is granted under Section 6 of the Plan and that is not
\nintended to be an Incentive Stock Option.<\/p>\n<\/p>\n

“Option” <\/em>means an Incentive Stock Option or a Non-Qualified Stock
\nOption.<\/p>\n<\/p>\n

“Other Stock-Based Award” <\/em>means an Award of Shares or an Award
\ndenominated or payable in, valued in whole or in part by reference to, or
\notherwise based on or related to, Shares (including, without limitation,
\nsecurities convertible into Shares), other than an Option, Stock Appreciation
\nRight, award of Restricted Stock or Restricted Stick Unit, granted under Section
\n10 of the Plan.<\/p>\n<\/p>\n

“Participant” <\/em>means any Eligible Individual selected by the
\nCommittee to receive an Award under the Plan (and to the extent applicable, any
\nheirs or legal representatives thereof).<\/p>\n<\/p>\n

“Performance Award” <\/em>means a cash bonus, stock bonus, or other
\nperformance or incentive award that is paid in cash, Shares or a combination
\nthereof granted under Section 9 of the Plan, including, but not limited to, any
\nOption, Stock Appreciation Right, award of Restricted Stock, Restricted Stock
\nUnit or Other Stock-Based Award.<\/p>\n<\/p>\n

“Person” <\/em>means any individual, corporation, limited liability
\ncompany, partnership, association, joint-stock company, trust, unincorporated
\norganization, government or political subdivision thereof or other entity.<\/p>\n<\/p>\n

“Plan” <\/em>means this Ingram Micro Inc. 2011 Incentive Plan, as amended
\nfrom time to time.<\/p>\n<\/p>\n

“Prior Plans” <\/em>means the Ingram Micro Inc. 2000 Equity Incentive
\nPlan, the Ingram Micro Inc. 2003 Equity Incentive Plan, the Ingram Micro Inc.
\nAmended and Restated 2003 Plan and the Executive Incentive Plan.<\/p>\n<\/p>\n

“Qualified Performance-Based Compensation” <\/em>shall have the meaning
\nset forth in Section 9(c) of the Plan.<\/p>\n<\/p>\n

“Restricted Stock” <\/em>means any Shares granted under Section 8 of the
\nPlan.<\/p>\n<\/p>\n

“Restricted Stock Unit” <\/em>means any unit granted under Section 8 of
\nthe Plan.<\/p>\n<\/p>\n

“Retirement” <\/em>shall have the meaning determined from time to time by
\nthe Committee and shall mean initially termination of employment of Participants
\nresiding in a non-European Union country at the time of termination of
\nemployment other than by reason of death, Disability or Cause if on the
\ntermination date the Participant is at least either (1) 65 years of age and has
\nat least 5 years of service with Ingram Micro and its Affiliates or (2) 55 years
\nof age and has at least 10 years of service with Ingram Micro and its
\nAffiliates.<\/p>\n<\/p>\n

“Rule 16b-3” <\/em>means Rule 16b-3 as promulgated and interpreted by the
\nSEC under the Exchange Act, or any successor rule or regulation thereto as in
\neffect from time to time.<\/p>\n<\/p>\n

“SEC” <\/em>means the United States Securities and Exchange Commission or
\nany successor thereto.<\/p>\n<\/p>\n

“Shares” <\/em>means shares of Class A common stock, $.01 par value, of
\nIngram Micro or such other securities as may be designated by the Committee from
\ntime to time.<\/p>\n<\/p>\n

“Stock Appreciation Right” <\/em>means any right granted under Section 7
\nof the Plan.<\/p>\n<\/p>\n

3<\/p>\n

\n

\n

“Sub-Plan” <\/em>means any sub-plan or sub-plans adopted by the Committee
\nunder Section 14(q) of the Plan.<\/p>\n<\/p>\n

“Substitute Awards” <\/em>means Awards granted in assumption of, or in
\nsubstitution for, outstanding awards previously granted by a company acquired by
\nIngram Micro or with which Ingram Micro combines.<\/p>\n<\/p>\n

Section 3. Administration<\/em>.<\/p>\n<\/p>\n

(a) Authority of Committee. <\/em>The Plan shall be administered by the
\nCommittee. Subject to the terms of the Plan, applicable law and contractual
\nrestrictions affecting Ingram Micro, and in addition to other express powers and
\nauthorizations conferred on the Committee by the Plan, the Committee shall have
\nfull power and authority to: designate Participants; determine the type or types
\nof Awards to be granted to an Eligible Individual; determine the number of
\nShares to be covered by, or with respect to which payments, rights, or other
\nmatters are to be calculated in connection with, Awards; determine the terms and
\nconditions of any Award and Award Agreement; determine whether, to what extent,
\nand under what circumstances Awards may be settled or exercised in cash, Shares,
\nother securities, other Awards or other property, or canceled, forfeited, or
\nsuspended and the method or methods by which Awards may be settled, exercised,
\ncanceled, forfeited, or suspended; determine whether, to what extent, and under
\nwhat circumstances cash, Shares, other securities, other Awards, other property,
\nand other amounts payable with respect to an Award shall be deferred either
\nautomatically or at the election of the holder thereof or of the Committee;
\ninterpret and administer the Plan and any instrument or agreement relating to,
\nor Award made under, the Plan; establish, amend, suspend, or waive such rules
\nand regulations and appoint such agents as it shall deem appropriate for the
\nproper administration of the Plan; make any other determination and take any
\nother action that the Committee deems necessary or desirable for the
\nadministration of the Plan; and adopt and administer one or more Sub-Plans. The
\nCommittee may, in its sole discretion, delegate to one or more Executive
\nOfficers the power to make Awards under the plan provided that at the time of
\nsuch grant no recipient of such Awards shall be an Executive Officer. Without
\nlimiting the foregoing, the Committee may impose such conditions with respect to
\nthe exercise and\/or settlement of any Awards, including without limitation, any
\nrelating to the application of federal or state securities laws or the laws,
\nrules or regulations of any jurisdiction outside the United States, as it may
\ndeem necessary or advisable.<\/p>\n<\/p>\n

(b) Committee Discretion Binding. <\/em>Unless otherwise expressly
\nprovided in the Plan, all designations, determinations, interpretations, and
\nother decisions under or with respect to the Plan or any Award shall be within
\nthe sole discretion of the Committee, may be made at any time and shall be
\nfinal, conclusive and binding upon all Persons, including Ingram Micro, any
\nAffiliate, any Participant, any holder or beneficiary of any Award, any
\nshareholder and any Eligible Individual.<\/p>\n<\/p>\n

(c) Prohibitions. <\/em>Subject to Section 4(c) and Section 12, the
\nCommittee may not, without the approval of Ingram Micro153s shareholders, (i)
\nlower the price per share of an Option or Stock Appreciation Right after it is
\ngranted, (ii) cancel an Option or Stock Appreciation Right in exchange for cash
\nor another Award (other than in connection with a Substitute Award) when the
\nOption or Stock Appreciation Right price per share exceeds the Fair Market Value
\nof the underlying Shares, or (iii) take any other action with respect to an
\nOption or Stock Appreciation Right that would be treated as a repricing under
\nthe rules and regulations of the principal securities exchange on which the
\nShares are traded.<\/p>\n<\/p>\n

Section 4. Shares Available for Awards<\/em>.<\/p>\n<\/p>\n

(a) Number of Shares. <\/em>Subject to adjustment as provided in Section
\n4(c) and 4(d), a total of 25,234,000 Shares may be issued or delivered pursuant
\nto Awards under the Plan, less one (1) Share for every one (1) Share issued in
\nrespect of an Option or Stock Appreciation Right<\/p>\n<\/p>\n

4<\/p>\n

\n

\n

granted after the Effective Date (as provided in Section 15(a)), and 2.37
\nShares for every one (1) Share issued in respect of a Full Value Award granted
\nafter the Effective Date. Shares issued in respect of any Full Value Award
\ngranted under the Plan or any award other than an option or stock appreciation
\nright granted under any of the Prior Plans, in each case, on or before the
\nEffective Date shall be counted against the Share limit set forth in the
\npreceding sentence at the ratio of 2.37 Shares for every one (1) Share issued in
\nrespect of such award. In addition, subject to adjustment under Section 4(c), no
\nmore than 25,234,000 Shares may be subject to Incentive Stock Options granted
\nunder the Plan and no Eligible Individual may receive Awards under the Plan in
\nany calendar year that relate to more than 2,000,000 Shares.<\/p>\n<\/p>\n

(b) Forfeited or Expired Shares; Settled Awards. <\/em>If (i) any Shares
\nsubject to an Award are forfeited or expire or an Award is settled for cash (in
\nwhole or in part), or (ii) after the Effective Date, any Shares subject to an
\naward under the Prior Plans are forfeited or expire or an award under the Prior
\nPlans is settled for cash (in whole or in part), the Shares subject to such
\nAward or award under the Prior Plans shall, to the extent of such forfeiture,
\nexpiration or cash settlement, again be available for Awards under the Plan, in
\naccordance with Section 4(e) below. Notwithstanding anything to the contrary
\ncontained herein, the following Shares shall not be added to the Shares reserved
\nfor issuance and delivery of Awards under paragraph (a) of this Section: (i)
\nShares tendered by a Participant or withheld by Ingram Micro in payment of the
\nexercise price of an Option, (ii) Shares tendered by a Participant or withheld
\nby Ingram Micro to satisfy any tax withholding obligation with respect to an
\nAward, and (iii) Shares subject to a Stock Appreciation Right that are not
\nissued in connection with the stock settlement of the Stock Appreciation Right
\non exercise thereof.<\/p>\n<\/p>\n

(c) Adjustments. <\/em>In the event that the Committee determines that any
\ndividend or other distribution (whether in the form of cash, Shares, other
\nsecurities or other property), recapitalization, stock split, reverse stock
\nsplit, reorganization, reclassification, merger, consolidation, split-up,
\nspin-off, combination, repurchase, or exchange of Shares or other securities of
\nIngram Micro, issuance of warrants or other rights to purchase Shares or other
\nsecurities of Ingram Micro, or other similar corporate transaction or event
\naffects the Shares such that an adjustment is determined by the Committee to be
\nappropriate in order to prevent dilution or enlargement of the benefits or
\npotential benefits intended to be made available under the Plan, then the
\nCommittee shall, in such manner as it may deem equitable, adjust any or all of
\nthe number of Shares of Ingram Micro (or number and kind of other securities or
\nproperty) with respect to which Awards may thereafter be granted, the number of
\nShares or other securities of Ingram Micro (or number and kind of other
\nsecurities or property) subject to outstanding Awards, and the grant or exercise
\nprice with respect to any Award, or, if deemed appropriate, make provision for a
\ncash payment to the holder of an outstanding Award; provided, in each case, that
\nexcept to the extent deemed desirable by the Committee, no such adjustment of
\nAwards (i) of Incentive Stock Options shall be authorized to the extent that
\nsuch authority would cause the Plan to violate Section 422(b)(1) of the Code, as
\nfrom time to time amended, or (ii) with respect to any Award would be
\ninconsistent with the Plan153s meeting the requirements of Section 162(m) of the
\nCode, as from time to time amended.<\/p>\n<\/p>\n

(d) Substitute Awards. <\/em>Substitute Awards shall not reduce the Shares
\nreserved for issuance and delivery of Awards under the Plan or authorized for
\ngrant to a Participant. Additionally, in the event that a company acquired by
\nIngram Micro or any subsidiary of Ingram Micro or with which Ingram Micro or any
\nsubsidiary of Ingram Micro combines has shares available under a pre-existing
\nplan approved by shareholders and not adopted in contemplation of such
\nacquisition or combination, the shares available for grant pursuant to the terms
\nof such pre-existing plan (as adjusted, to the extent appropriate, using the
\nexchange ratio or other adjustment or valuation ratio or formula used in such
\nacquisition or combination to determine the consideration payable to the holders
\nof common stock of the entities party to such acquisition or combination) may be
\nused for Awards under the Plan and shall not reduce the Shares reserved for
\nissuance and delivery of Awards under the Plan; provided that Awards using such
\navailable shares shall not be made after the date awards or grants could have
\nbeen made under the terms of the pre-existing plan, absent the acquisition or
\ncombination, and shall only be made to individuals who were not employed
\nimmediately before the transaction by Ingram Micro or any of its subsidiaries.\n<\/p>\n<\/p>\n

5<\/p>\n

\n

\n

(e) Shares Again Available for Awards. <\/em>Any Shares that again become
\navailable for issuance and delivery pursuant to this Section 4 shall be added
\nback as (i) one (1) Share if such Shares were subject to Options or Stock
\nAppreciation Rights granted under the Plan or options or stock appreciation
\nrights granted under the Prior Plans, and (ii) as 2.37 Shares if such Shares
\nwere subject to Full Value Awards granted under the Plan or awards other than
\noptions or stock appreciation rights granted under the Prior Plans.<\/p>\n<\/p>\n

(f) Sources of Shares Deliverable Under Awards. <\/em>Any Shares delivered
\npursuant to an Award may consist, in whole or in part, of authorized and
\nunissued Shares or of treasury Shares.<\/p>\n<\/p>\n

Section 5. Eligibility. <\/em>Any Eligible Individual shall be eligible to
\nbe designated a Participant.<\/p>\n<\/p>\n

Section 6. Stock Options<\/em>.<\/p>\n<\/p>\n

(a) Grant. <\/em>Subject to the provisions of the Plan and contractual
\nrestrictions affecting Ingram Micro, the Committee shall have sole and complete
\nauthority to determine the Eligible Individuals to whom Options shall be
\ngranted, the number of Shares to be covered by each Option, the option price
\ntherefore and the conditions and limitations applicable to the exercise of the
\nOption. The Committee shall have the authority to grant Incentive Stock Options,
\nor to grant Non-Qualified Stock Options, or to grant both types of Options. In
\nthe case of Incentive Stock Options, the terms and conditions of such grants
\nshall be subject to and comply with such rules as may be prescribed by Section
\n422 of the Code, as from time to time amended, and any regulations implementing
\nsuch statute.<\/p>\n<\/p>\n

(b) Exercise Price. <\/em>The Committee in its sole discretion shall
\nestablish the exercise price at the time each Option is granted; provided,
\nhowever, that except in connection with (i) Substitute Awards and (ii)
\nadjustment of outstanding Options pursuant to Section 4(c), the per share
\nexercise price of an Option shall not be less than the Fair Market Value of a
\nShare on the date of grant (or, as to Incentive Stock Options, on the date the
\nOption is modified, extended or renewed for purposes of Section 424(h) of the
\nCode). In addition, in the case of Incentive Stock Options granted to a Greater
\nThan 10% Shareholder, such price shall not be less than 110% of the Fair Market
\nValue of a Share on the date the Option is granted (or the date the Option is
\nmodified, extended or renewed for purposes of Section 424(h) of the Code).<\/p>\n<\/p>\n

(c) Vesting. <\/em>The period during which the right to exercise, in whole
\nor in part, an Option vests in the Participant shall be set by the Committee and
\nthe Committee may determine that an Option may not be exercised in whole or in
\npart for a specified period after it is granted. Such vesting may be based on
\nservice with Ingram Micro or any Ingram Micro subsidiary, or any other criteria
\nselected by the Committee. At any time after grant of an Option, the Committee
\nmay, in its sole discretion and subject to whatever terms and conditions it
\nselects, accelerate the period during which an Option vests.<\/p>\n<\/p>\n

(d) Term. <\/em>The maximum term of an Option shall be ten (10) years.\n<\/p>\n<\/p>\n

(e) Exercise. <\/em>Each Option shall be exercisable at such times and
\nsubject to such terms and conditions as the Committee may, in its sole
\ndiscretion, specify in the applicable Award Agreement or thereafter.<\/p>\n<\/p>\n

(f) Payment. <\/em>No Shares shall be delivered pursuant to any exercise
\nof an Option until payment in full of the option price therefore is received by
\nIngram Micro. Such payment may be made: in cash; in Shares (the value of such
\nShares shall be their Fair Market Value on the date of exercise); by a
\ncombination of cash and such Shares; if approved by the Committee, in accordance
\nwith a cashless exercise program under which either, if so instructed by a
\nParticipant, Shares may be issued directly to such Participant153s broker or
\ndealer upon receipt of the purchase price in cash<\/p>\n<\/p>\n

6<\/p>\n

\n

\n

from the broker or dealer, or Shares may be issued by Ingram Micro to such
\nParticipant153s broker or dealer in consideration of such broker153s or dealer153s
\nirrevocable commitment to pay to Ingram Micro that portion of the proceeds from
\nthe sale of such Shares that is equal to the exercise price of the Option(s)
\nrelating to such Shares; or in such other manner as permitted by the Committee
\nat the time of grant or thereafter.<\/p>\n<\/p>\n

Section 7. Stock Appreciation Rights<\/em>.<\/p>\n<\/p>\n

(a) Grant. <\/em>Subject to the provisions of the Plan and contractual
\nrestrictions affecting Ingram Micro, the Committee shall have sole and complete
\nauthority to determine the Eligible Individuals to whom Stock Appreciation
\nRights shall be granted, the number of Shares to be covered by each Stock
\nAppreciation Right Award, the grant price thereof and the conditions and
\nlimitations applicable to the exercise thereof; provided, however, that except
\nin connection with (i) Substitute Awards and (ii) adjustment of outstanding
\nStock Appreciation Rights pursuant to Section 4(c), the per share grant price of
\na Stock Appreciation Right shall not be less than the Fair Market Value of a
\nShare on the date of grant. Stock Appreciation Rights may be granted in tandem
\nwith another Award, in addition to another Award, or freestanding and unrelated
\nto another Award. Stock Appreciation Rights granted in tandem with or in
\naddition to an Award may be granted either at the same time as the Award or at a
\nlater time. Stock Appreciation Rights shall have a grant price as determined by
\nthe Committee on the date of grant.<\/p>\n<\/p>\n

(b) Vesting. <\/em>The period during which the right to exercise, in whole
\nor in part, a Stock Appreciation Right vests in the Participant shall be set by
\nthe Committee and the Committee may determine that a Stock Appreciation Right
\nmay not be exercised in whole or in part for a specified period after it is
\ngranted. Such vesting may be based on service with Ingram Micro or any Ingram
\nMicro subsidiary, or any other criteria selected by the Committee. At any time
\nafter grant of a Stock Appreciation Right, the Committee may, in its sole
\ndiscretion and subject to whatever terms and conditions it selects, accelerate
\nthe period during which a Stock Appreciation Right vests.<\/p>\n<\/p>\n

(c) Term. <\/em>The maximum term of a Stock Appreciation Right shall be
\nten (10) years.<\/p>\n<\/p>\n

(d) Exercise and Payment. <\/em>A Stock Appreciation Right shall entitle a
\nParticipant to receive an amount equal to the excess of the Fair Market Value of
\na Share on the date of exercise of the Stock Appreciation Right over the grant
\nprice thereof. The Committee shall determine whether a Stock Appreciation Right
\nshall be settled in cash, Shares or a combination of cash and Shares.<\/p>\n<\/p>\n

(e) Other Terms and Conditions. <\/em>Subject to the terms of the Plan and
\nany applicable Award Agreement, the Committee shall determine, at or after the
\ngrant of a Stock Appreciation Right, the term, methods of exercise, methods and
\nform of settlement, and any other terms and conditions of any Stock Appreciation
\nRight. Any such determination by the Committee may be changed by the Committee
\nfrom time to time and may govern the exercise of Stock Appreciation Rights
\ngranted or exercised prior to such determination as well as Stock Appreciation
\nRights granted or exercised thereafter. The Committee may impose such conditions
\nor restrictions on the exercise of any Stock Appreciation Right as it shall deem
\nappropriate.<\/p>\n<\/p>\n

Section 8. Restricted Stock and Restricted Stock Units<\/em>.<\/p>\n<\/p>\n

(a) Grant. <\/em>Subject to the provisions of the Plan and contractual
\nprovisions affecting Ingram Micro, the Committee shall have sole and complete
\nauthority to determine the Eligible Individuals to whom Shares of Restricted
\nStock and Restricted Stock Units shall be granted, the number of Shares of
\nRestricted Stock and\/or the number of Restricted Stock Units to be granted to
\neach Participant, the duration of the period during which, and the conditions
\nunder which, the Restricted Stock and Restricted Stock Units may be forfeited to
\nIngram Micro, and the other terms and conditions of such Awards.<\/p>\n<\/p>\n

7<\/p>\n

\n

\n

(b) Vesting. <\/em>The Committee shall determine and specify the date or
\ndates on which the Shares of Restricted Stock and the Restricted Stock Units
\nshall become fully vested and nonforfeitable, and may specify such conditions to
\nvesting as it deems appropriate, including conditions based on one or more
\nspecific criteria, including service to Ingram Micro or any Ingram Micro
\nsubsidiary, in each case on a specified date or dates or over any period or
\nperiods, as the Committee determines.<\/p>\n<\/p>\n

(c) Payment. <\/em>Each Restricted Stock Unit shall have a value equal to
\nthe Fair Market Value of a Share. Restricted Stock Units shall be paid in cash,
\nShares, other securities, or other property, as determined in the sole
\ndiscretion of the Committee, upon the lapse of the restrictions applicable
\nthereto, or otherwise in accordance with the applicable Award Agreement.<\/p>\n<\/p>\n

(d) Dividends and Distributions. <\/em>If approved by the Committee,
\ndividends and other distributions paid on or in respect of any Shares of
\nRestricted Stock and dividend equivalents with respect to Restricted Stock Units
\nmay be paid directly to a Participant, or may be reinvested in additional Shares
\nof Restricted Stock or in additional Restricted Stock Units, as determined by
\nthe Committee in its sole discretion.<\/p>\n<\/p>\n

Section 9. Performance Awards<\/em>.<\/p>\n<\/p>\n

(a) Grant. <\/em>Subject to the provisions of the Plan and contractual
\nprovisions affecting Ingram Micro, the Committee shall have sole and complete
\nauthority to determine the Eligible Individuals who shall receive a “Performance
\nAward,” which shall consist of a cash bonus, stock bonus, or other performance
\nor incentive award that is paid in cash, Shares or a combination thereof,
\nincluding, but not limited to, any Option, Stock Appreciation Right, award of
\nRestricted Stock, Restricted Stock Unit or Other Stock-Based Award, valued, as
\ndetermined by the Committee, in accordance with the achievement of such
\nperformance goals during such performance periods as the Committee shall
\nestablish, and payable at such time and in such form as the Committee shall
\ndetermine.<\/p>\n<\/p>\n

(b) Terms and Conditions. <\/em>Subject to the terms of the Plan, any
\ncontractual provisions affecting Ingram Micro and any applicable Award
\nAgreement, the Committee shall determine the performance goals to be achieved
\nduring any performance period, the length of any performance period, the amount
\nof any Performance Award and the amount and kind of any payment or transfer to
\nbe made pursuant to any Performance Award.<\/p>\n<\/p>\n

(c) Qualified Performance-Based Compensation. <\/em>The Committee, in its
\nsole discretion, may determine whether an Award is to constitute “qualified
\nperformance-based compensation” within the meaning of Section 162(m) of the Code
\n(“Qualified Performance-Based Compensation”). If the Committee, in its sole
\ndiscretion, decides to grant such an Award to a Covered Employee that is
\nintended to constitute Qualified Performance-Based Compensation, then the
\nprovisions of this Section 9(c) shall control over any contrary provision
\ncontained in the Plan. The Committee may in its sole discretion grant Awards to
\nother Eligible Individuals that are based on performance criteria but that do
\nnot satisfy the requirements of this Section 9(c) and that are not intended to
\nconstitute Qualified Performance-Based Compensation. Unless otherwise specified
\nby the Committee at the time of grant, the performance criteria, the objectively
\ndeterminable adjustments and the achievement of each performance goal with
\nrespect to an Award intended to constitute Qualified Performance-Based
\nCompensation shall, to the extent applicable, be determined on the basis of
\nUnited States generally accepted accounting principles (“GAAP”).<\/p>\n<\/p>\n

(i) Performance Goals with Respect to Qualified Performance-Based
\nCompensation. <\/em>Any performance goals established by the Committee for any
\nAward which is intended to constitute Qualified Performance-Based Compensation
\nshall satisfy the following requirements:<\/p>\n<\/p>\n

8<\/p>\n

\n

\n

(A) Such goals shall be based on any one or more of the following performance
\ncriteria: asset turn-over, customer satisfaction, market penetration, associate
\nsatisfaction or similar indices, price of Ingram Micro153s Class A common stock,
\nshareholder return, return on assets, return on equity, return on investment,
\nreturn on capital, return on invested capital, return on working capital, return
\non sales, other return measures, sales productivity, sales growth, total new
\nsales, productivity ratios, expense targets, economic profit, economic value
\nadded, net earnings (either before or after one or more of the following:
\ninterest, taxes, depreciation and amortization), income (either before or after
\ntaxes), operating earnings or profit, gross or net profit or operating margin,
\ngross margin, gross or net sales or revenue, cash flow (including, but not
\nlimited to, operating cash flow and free cash flow), net worth, earnings per
\nshare, earnings per share growth, operating unit contribution, achievement of
\nannual or multiple year operating profit plans, earnings from continuing
\noperations, costs, expenses, working capital, implementation or completion of
\ncritical projects or processes, performance achievements on certain designated
\nprojects or objectives, debt levels, market share or similar financial
\nperformance measures as may be determined by the Committee, any of which may be
\nmeasured either in absolute terms or as compared to any incremental increase or
\ndecrease or as compared to results of a peer group or to market performance
\nindicators or indices.<\/p>\n<\/p>\n

(B) The Committee may, in its sole discretion, provide that one or more of
\nthe following objectively determinable adjustments shall be made to one or more
\nof such goals: items related to a change in accounting principle; items relating
\nto financing activities; expenses for restructuring or productivity initiatives;
\nother non-operating items; items related to acquisitions; items attributable to
\nthe business operations of any entity acquired by Ingram Micro during the
\nperformance period; items related to the disposal or sale of a business or
\nsegment of a business; items related to discontinued operations; items
\nattributable to any stock dividend, stock split, combination or exchange of
\nshares occurring during the performance period; or any other items of
\nsignificant income or expense which are determined to be appropriate
\nadjustments; items relating to unusual or extraordinary corporate transactions,
\nevents or developments, items related to amortization of acquired intangible
\nassets; items that are outside the scope of Ingram Micro153s core, on-going
\nbusiness activities; or items relating to any other unusual or nonrecurring
\nevents or changes in applicable laws, accounting principles or business
\nconditions. Such determinations shall be made within the time prescribed by, and
\notherwise in compliance with, Section 162(m) of the Code.<\/p>\n<\/p>\n

(C) Such goals may be established on a cumulative basis or in the
\nalternative, and may be established on a stand-alone basis with respect to
\nIngram Micro, any of its operating units, or an individual, or on a relative
\nbasis with respect to any peer companies or index selected by the Committee.\n<\/p>\n<\/p>\n

(D) Such goals may be based on an analysis of historical performance and
\ngrowth expectations for the business, financial results of other comparable
\nbusinesses, and progress towards achieving the long-range strategic plan for the
\nbusiness.<\/p>\n<\/p>\n

(E) Such goals shall be established in such a manner that a third party
\nhaving knowledge of the relevant facts could determine whether the goals have
\nbeen met.<\/p>\n<\/p>\n

(ii) Procedures with Respect to Qualified Performance-Based
\nCompensation<\/em>. To the extent necessary to comply with the requirements of
\nSection 162(m)(4)(C) of the Code, with respect to any Award granted to one or
\nmore Covered Employees and which is intended to constitute Qualified
\nPerformance-Based Compensation no later than 90 days following the commencement
\nof any performance period or any designated fiscal period or period of service
\n(or such earlier time as may be required under Section 162(m) of the Code), the
\nCommittee shall, in writing, (a) designate one or more Participants, (b) select
\nthe performance criteria and adjustments applicable to the performance period
\n(as provided in Section 9(c)(i) above),<\/p>\n<\/p>\n

9<\/p>\n

\n

\n

(c) establish the performance goals, and amounts of such Awards, as
\napplicable, which may be earned for such performance period based on the
\nperformance criteria, (d) specify the relationship between performance criteria
\nand the performance goals and the amounts of such Awards, as applicable, to be
\nearned by each Participant for such performance period, and (e) establish, in
\nterms of an objective formula or standard, the method for computing the amount
\nof compensation payable upon attainment of the performance goals, such that a
\nthird party having knowledge of the relevant facts could calculate the amount to
\nbe paid. Following the completion of each performance period, the Committee
\nshall determine whether and the extent to which the applicable performance goals
\nhave been achieved for such performance period and approve any bonus payments,
\nwhich determination and approvals shall be recorded in the minutes of the
\nCommittee. In determining the amount earned under such Awards, with respect to
\nany Award granted to one or more Covered Employees and which is intended to
\nconstitute Qualified Performance-Based Compensation, the Committee shall have
\nthe right to reduce or eliminate (but not to increase) the amount payable at a
\ngiven level of performance to take into account additional factors that the
\nCommittee may deem relevant to the assessment of individual or corporate
\nperformance for the performance period.<\/p>\n<\/p>\n

(iii) Payment of Qualified Performance-Based Compensation<\/em>. Unless
\notherwise provided in the applicable Award Agreement and only to the extent
\notherwise permitted by Section 162(m)(4)(C) of the Code, as to an Award that is
\nintended to constitute Qualified Performance-Based Compensation, the Participant
\nmust be employed by Ingram Micro or any of its Affiliates throughout the
\nperformance period. Furthermore, a Participant shall be eligible to receive
\npayment pursuant to such Awards for a performance period only if and to the
\nextent the performance goals for such period are achieved, and only after the
\nCommittee has certified in writing that such goals have been achieved.<\/p>\n<\/p>\n

(iv) Additional Limitations. <\/em>Notwithstanding any other provision of
\nthe Plan, any Award which is granted to an Covered Employee and is intended to
\nconstitute Qualified Performance-Based Compensation shall be subject to any
\nadditional limitations set forth in Section 162(m) of the Code or any
\nregulations or rulings issued thereunder that are requirements for Qualified
\nPerformance-Based Compensation, and the Plan and the Award Agreement shall be
\ndeemed amended to the extent necessary to conform to such requirements.<\/p>\n<\/p>\n

(d) Payment of Performance Awards. <\/em>Performance Awards may be paid in
\na lump sum or in installments following the close of the performance period or,
\nin accordance with procedures established by the Committee, on a deferred basis.\n<\/p>\n<\/p>\n

(e) Annual Cash Limitation. <\/em>Notwithstanding any provision in the
\nPlan to the contrary, the aggregate amount of compensation to be paid to any one
\nparticipant in respect of all Performance Awards payable in cash, and not
\nrelated to Shares, in any fiscal year of the Company shall not exceed
\n$7,500,000.<\/p>\n<\/p>\n

(f) Applicability. <\/em>The grant of an Award to an Eligible Individual
\nfor a particular performance period shall not require the grant of an Award to
\nsuch Eligible Individual in any subsequent performance period and the grant of
\nan Award to any one Eligible Individual shall not require the grant of an Award
\nto any other Eligible Individual in such period or in any other period.<\/p>\n<\/p>\n

Section 10. Other Stock-Based Awards. <\/em>The Committee shall have
\nauthority to grant to Eligible Individuals an Other Stock-Based Award, which
\nshall consist of any right which is not an Award described in Sections 6 through
\n9 above and which is an Award of Shares or an Award denominated or payable in,
\nvalued in whole or in part by reference to, or otherwise based on or related to,
\nShares (including, without limitation, securities convertible into Shares), as
\ndeemed by the Committee to be consistent with the purposes of the Plan; provided
\nthat any such rights must comply with applicable law, and to the extent deemed
\ndesirable by the Committee, with Rule 16b-3 and the requirements of Section
\n162(m) of the Code. Subject to the terms of the Plan, any<\/p>\n<\/p>\n

10<\/p>\n

\n

\n

contractual provisions affecting Ingram Micro and any applicable Award
\nAgreement, the Committee shall determine the terms and conditions of any such
\nOther Stock-Based Award.<\/p>\n<\/p>\n

Section 11. Termination or Suspension of Employment or Service<\/em>. The
\nCommittee shall have sole discretion to determine a Participant153s rights with
\nrespect to any Award in the event of a Participant153s termination of employment
\nor service, including if a Participant153s employment or service with Ingram Micro
\nor its Affiliates is terminated by reason of death, Disability, or Retirement.\n<\/p>\n<\/p>\n

Section 12. Merger and other Corporate Transactions<\/em>.<\/p>\n<\/p>\n

(a) In the event of a merger of Ingram Micro with or into another
\ncorporation, each outstanding Award may be assumed or an equivalent award may be
\nsubstituted by such successor corporation or a parent or subsidiary of such
\nsuccessor corporation. If, in such event, an Award is not assumed or substituted
\nthe Committee may cause the Award to become fully exercisable immediately prior
\nto the date of the closing of the merger and all forfeiture restrictions on any
\nor all of such Awards to lapse. If an Award is exercisable in lieu of assumption
\nor substitution in the event of a merger, the Committee shall notify the
\nParticipant that the Award shall be fully exercisable for a period of fifteen
\n(15) days from the date of such notice, contingent upon the occurrence of the
\nmerger, and the Award shall terminate upon the expiration of such period. For
\nthe purposes of this paragraph, the Award shall be considered assumed if,
\nfollowing the merger, the Award confers the right to purchase or receive, for
\neach Share subject to the Award immediately prior to the merger, the
\nconsideration (whether stock, cash, or other securities or property) received in
\nthe merger by holders of Shares for each Share held on the effective date of the
\ntransaction (and if the holders are offered a choice of consideration, the type
\nof consideration chosen by the holders of a majority of the outstanding Shares).
\nIf such consideration received in the merger is not solely common stock of the
\nsuccessor corporation or its parent, the Committee may, with the consent of the
\nsuccessor corporation, provide for the consideration to be received upon the
\nexercise of the Award, for each Share subject to the Award, to be solely common
\nstock of the successor corporation or its parent equal in fair market value to
\nthe per share consideration received by holders of Shares in the merger.<\/p>\n<\/p>\n

(b) In the event of any transaction or event described in Section 12(a) or
\nany unusual or nonrecurring transactions or events affecting Ingram Micro, any
\nAffiliate, or the financial statements of Ingram Micro or any Affiliate, or of
\nchanges in applicable laws, regulations or accounting principles, the Committee,
\nin its sole discretion, and on such terms and conditions as it deems
\nappropriate, either by the terms of the Award or by action taken prior to the
\noccurrence of such transaction or event and either automatically or upon the
\nParticipant153s request, is hereby authorized to take any one or more of the
\nfollowing actions whenever the Committee determines that such action is
\nappropriate in order to prevent dilution or enlargement of the benefits or
\npotential benefits intended to be made available under the Plan or with respect
\nto any Award under the Plan, to facilitate such transactions or events or to
\ngive effect to such changes in laws, regulations or principles: (i) to provide
\nfor either (A) termination of any such Award in exchange for an amount of cash,
\nif any, equal to the amount that would have been attained upon the exercise of
\nsuch Award or realization of the Participant153s rights (and, for the avoidance of
\ndoubt, if as of the date of the occurrence of the transaction or event described
\nin this section the Committee determines in good faith that no amount would have
\nbeen attained upon the exercise of such Award or realization of the
\nParticipant153s rights, then such Award may be terminated by Ingram Micro without
\npayment) or (B) the replacement of such Award with other rights or property
\nselected by the Committee in its sole discretion having an aggregate value not
\nexceeding the amount that could have been attained upon the exercise of such
\nAward or realization of the Participant153s rights had such Award been currently
\nexercisable or payable or fully vested, (ii) to provide that such Award be
\nassumed by the successor or survivor corporation, or a parent or subsidiary
\nthereof, or shall be substituted for by similar options, rights or awards
\ncovering the stock of the successor or survivor corporation, or a parent or
\nsubsidiary thereof, with appropriate adjustments as to the number and kind of
\nshares and prices, (iii) to make adjustments in the number and type of shares of
\nIngram Micro153s stock (or other securities or property) subject to<\/p>\n<\/p>\n

11<\/p>\n

\n

\n

outstanding Awards and\/or in the terms and conditions of (including the grant
\nor exercise price), and the criteria included in, outstanding Awards and Awards
\nwhich may be granted in the future, (iv) to provide that such Award shall be
\nexercisable or payable or fully vested with respect to all shares covered
\nthereby, notwithstanding anything to the contrary in the Plan or the applicable
\nAward Agreement and (v) to provide that the Award cannot vest, be exercised or
\nbecome payable after such event.<\/p>\n<\/p>\n

Section 13. Amendment and Termination.<\/em><\/p>\n<\/p>\n

(a) Amendments to the Plan. <\/em>The Board may terminate or discontinue
\nthe Plan at any time and the Board or the Committee may amend or alter the Plan
\nor any portion thereof at any time; provided that no such amendment, alteration,
\ndiscontinuation or termination shall be made without shareholder approval if
\nsuch approval is necessary to comply with any tax or regulatory requirement or
\nto comply with the listing or other requirements of any relevant exchange,
\nincluding for these purposes any approval requirement which is a prerequisite
\nfor exemptive relief from Section 16(b) of the Exchange Act or Section 162(m) of
\nthe Code, for which or with which the Board or the Committee deems it necessary
\nor desirable to qualify or comply; provided, however, that any amendment to the
\nPlan shall be submitted to Ingram Micro153s shareholders for approval not later
\nthan the earliest annual meeting for which the record date is after the date of
\nsuch Board action if such amendment would:<\/p>\n<\/p>\n

(i) materially increase the number of Shares reserved for issuance and
\ndelivery under Section 4(a) of the Plan;<\/p>\n<\/p>\n

(ii) increase the per-person annual limits under Section 4(a) of the Plan;\n<\/p>\n<\/p>\n

(iii) increase the number of Shares that may be issued and delivered under
\nthe Plan in connection with awards other than Options and Stock Appreciation
\nRights under Section 4(a) of the Plan;<\/p>\n<\/p>\n

(iv) except to the extent provided in Section 4(c), increase the number of
\nShares which may be issued and delivered in connection with Awards described in
\nSection 4(a) of the Plan; or<\/p>\n<\/p>\n

(v) amend any of the terms and conditions of this Section 13(a).<\/p>\n<\/p>\n

(b) Amendments to Awards. <\/em>Subject to the terms of the Plan and
\napplicable law, the Committee may waive any conditions or rights under, amend
\nany terms of, or alter, suspend, discontinue, cancel or terminate, any Award
\ntheretofore granted, prospectively or retroactively; provided that any such
\nwaiver, amendment, alteration, suspension, discontinuance, cancellation or
\ntermination that would adversely affect the rights of any Participant or any
\nholder or beneficiary of any Award theretofore granted shall not to that extent
\nbe effective without the consent of the affected Participant, holder or
\nbeneficiary.<\/p>\n<\/p>\n

(c) Cancellation. <\/em>Any provision of this Plan or any Award Agreement
\nto the contrary notwithstanding, the Committee may, subject to Section 13(d),
\ncause any Award granted hereunder to be canceled in consideration of a cash
\npayment or alternative Award made to the holder of such canceled Award equal in
\nvalue to the Fair Market Value of such canceled Award.<\/p>\n<\/p>\n

(d) Prohibition on Repricing. <\/em>Subject to Section 4(c) and Section
\n12, the Committee shall not, without the approval of the shareholders of Ingram
\nMicro, (i) lower the price per share of an Option or Stock Appreciation Right
\nafter it is granted, (ii) cancel an Option or Stock Appreciation Right in
\nexchange for cash or another Award (other than in connection with a Substitute
\nAward) when the Option or Stock Appreciation Right price per share exceeds the
\nFair Market Value of the underlying Shares, or (iii) take any other action with
\nrespect to an Option or Stock Appreciation Right that would be treated as a
\nrepricing under the rules and regulations of the principal securities exchange
\non which the Shares are traded.<\/p>\n<\/p>\n

12<\/p>\n

\n

\n

Section 14. General Provisions<\/em>.<\/p>\n<\/p>\n

(a) Dividend Equivalents. <\/em>In the sole and complete discretion of the
\nCommittee, an Award, whether made as an Other Stock-Based Award under Section 10
\nor as an Award granted pursuant to Sections 8 or 9 hereof, may provide a
\nParticipant with dividends or dividend equivalents, payable in cash, Shares,
\nother securities or other property on a current or deferred basis. In addition,
\ndividend equivalents with respect to an Award with performance-based vesting
\nthat are based on dividends paid prior to the vesting of such Award shall only
\nbe paid out to the Participant to the extent that the performance-based vesting
\nconditions are subsequently satisfied and the Award vests.<\/p>\n<\/p>\n

(b) Nontransferability.<\/em><\/p>\n<\/p>\n

(i) Except as provided in subsection (ii) below, no Award shall be assigned,
\nalienated, pledged, attached, sold or otherwise transferred or encumbered by a
\nParticipant, except by will or the laws of descent and distribution.<\/p>\n<\/p>\n

(ii) Notwithstanding subsection (i) above, the Committee may determine that
\nan Award may be transferred by a Participant to one or more members of a
\nParticipant153s immediate family, to a partnership of which the only partners are
\nmembers of a Participant153s immediate family, or to a trust established by a
\nParticipant for the benefit of one or more members of a Participant153s immediate
\nfamily. For this purpose, immediate family means a Participant153s spouse,
\nparents, children, grandchildren and the spouses of such parents, children and
\ngrandchildren. A transferee described in this subsection (ii) may not further
\ntransfer an Award. A trust described in this subsection (ii) may not be amended
\nto benefit any Person other than a member of a Participant153s immediate family.
\nAn Award transferred pursuant to this subsection shall remain subject to the
\nprovisions of the Plan, including, but not limited to, the provisions of Section
\n11 relating to the effect on the Award of the death, Retirement or termination
\nof employment of a Participant, and shall be subject to such other rules as the
\nCommittee shall determine.<\/p>\n<\/p>\n

(c) No Rights to Awards. <\/em>No Eligible Individual, Participant or
\nother Person shall have any claim to be granted any Award, and there is no
\nobligation for uniformity of treatment of Eligible Individuals, Participants, or
\nholders or beneficiaries of Awards. The terms and conditions of Awards need not
\nbe the same with respect to each recipient.<\/p>\n<\/p>\n

(d) Share Certificates. <\/em>All certificates for Shares or other
\nsecurities of Ingram Micro or any Affiliate delivered under the Plan pursuant to
\nany Award or the exercise thereof shall be subject to such stop transfer orders
\nand other restrictions as the Committee may deem advisable under the Plan or the
\nrules, regulations and other requirements of the SEC or any stock exchange upon
\nwhich such Shares or other securities are then listed and any applicable
\nfederal, state or foreign laws or rules or regulations, and the Committee may
\ncause a legend or legends to be put on any such certificates to make appropriate
\nreference to such restrictions.<\/p>\n<\/p>\n

(e) Withholding. <\/em>A Participant may be required to pay to Ingram
\nMicro or any Affiliate, and Ingram Micro or any Affiliate shall have the right
\nand is hereby authorized to withhold from any Award, from any payment due or
\ntransfer made under any Award or under the Plan or from any compensation or
\nother amount owing to a Participant the amount (in cash, Shares, other
\nsecurities, other Awards or other property) of any applicable withholding taxes
\nin respect of an Award, its exercise, or any payment or transfer under an Award
\nor under the Plan and to take such other action as may be necessary in the
\nopinion of Ingram Micro or such Affiliate to satisfy all obligations for the
\npayment of such taxes. The number of Shares which may be so withheld shall be
\nlimited to the number of Shares which have a Fair Market Value on the date of
\nwithholding or repurchase equal to the aggregate amount of such liabilities
\nbased on the minimum statutory withholding rates for federal, state, local and
\nforeign income tax and payroll tax purposes that are applicable to such
\nsupplemental taxable income. The Committee may provide for additional cash
\npayments to holders of Awards to defray or offset any tax arising from any such
\ngrant, lapse, vesting, or exercise of any Award. The Committee shall determine
\nthe fair market value of the Shares, consistent with applicable provisions of
\nthe Code, for tax withholding obligations due in connection with any tax
\nwithholding obligation.<\/p>\n<\/p>\n

13<\/p>\n

\n

\n

(f) Award Agreements. <\/em>Each Award hereunder shall be evidenced by an
\nAward Agreement which shall be delivered to a Participant and shall specify the
\nterms and conditions of the Award and any rules applicable thereto.<\/p>\n<\/p>\n

(g) No Limit on Other Compensation Arrangements. <\/em>Nothing contained
\nin the Plan shall prevent Ingram Micro or any Affiliate from adopting or
\ncontinuing in effect other compensation arrangements, which may, but need not,
\nprovide for the grant of options, restricted stock, Shares and other types of
\nAwards provided for hereunder (subject to shareholder approval if such approval
\nis required), and such arrangements may be either generally applicable or
\napplicable only in specific cases.<\/p>\n<\/p>\n

(h) No Right to Employment. <\/em>The grant of an Award shall not be
\nconstrued as giving a Participant the right to be retained in the employ or
\nservice of Ingram Micro or any Affiliate. Further, Ingram Micro or an Affiliate
\nmay at any time dismiss a Participant from employment or service, free from any
\nliability or any claim under the Plan, unless otherwise expressly provided in
\nthe Plan or in any Award Agreement.<\/p>\n<\/p>\n

(i) Rights as a Shareholder. <\/em>Subject to the provisions of the
\napplicable Award, no Participant or holder or beneficiary of any Award shall
\nhave any rights as a shareholder with respect to any Shares to be issued under
\nthe Plan until he or she has become the registered holder of such Shares.
\nNotwithstanding the foregoing, in connection with each grant of Restricted Stock
\nhereunder, the applicable Award shall specify if and to what extent a
\nParticipant shall not be entitled to the rights of a shareholder in respect of
\nsuch Restricted Stock.<\/p>\n<\/p>\n

(j) Governing Law. <\/em>The validity, construction, and effect of the
\nPlan and any rules and regulations relating to the Plan and any Award Agreement
\nshall be determined in accordance with the laws of the State of Delaware.<\/p>\n<\/p>\n

(k) Severability. <\/em>If any provision of the Plan or any Award is or
\nbecomes or is deemed to be invalid, illegal, or unenforceable in any
\njurisdiction or as to any Person or Award, or would disqualify the Plan or any
\nAward under any law deemed applicable by the Committee, such provision shall be
\nconstrued or deemed amended to conform to the applicable laws, or if it cannot
\nbe construed or deemed amended without, in the determination of the Committee,
\nmaterially altering the intent of the Plan or the Award, such provision shall be
\nstricken as to such jurisdiction, Person or Award and the remainder of the Plan
\nand any such Award shall remain in full force and effect.<\/p>\n<\/p>\n

(l) Other Laws. <\/em>The Committee may refuse to issue or transfer any
\nShares or other consideration under an Award if, acting in its sole discretion,
\nit determines that the issuance or transfer of such Shares or such other
\nconsideration might violate any applicable law or regulation, whether domestic
\nor foreign, or entitle Ingram Micro to recover any amounts under Section 16(b)
\nof the Exchange Act, and any payment tendered to Ingram Micro by a Participant
\nin connection therewith shall be promptly refunded to the relevant Participant,
\nholder or beneficiary. Without limiting the generality of the foregoing, no
\nAward granted hereunder shall be construed as an offer to sell securities of
\nIngram Micro, and no such offer shall be outstanding, unless and until the
\nCommittee in its sole discretion has determined that any such offer, if made,
\nwould be in compliance with all applicable requirements of the federal
\nsecurities laws and any other laws, whether domestic or foreign, to which such
\noffer, if made, would be subject.<\/p>\n<\/p>\n

(m) No Trust or Fund Created. <\/em>Neither the Plan nor any Award shall
\ncreate or be construed to create a trust or separate fund of any kind or a
\nfiduciary relationship between Ingram Micro or any Affiliate and a Participant
\nor any other Person. To the extent that any Person acquires a right to receive
\npayments from Ingram Micro or any Affiliate pursuant to an Award, such right
\nshall be no greater than the right of any unsecured general creditor of Ingram
\nMicro or any Affiliate.<\/p>\n<\/p>\n

14<\/p>\n

\n

\n

(n) No Fractional Shares. <\/em>No fractional Shares shall be issued or
\ndelivered pursuant to the Plan or any Award, and the Committee shall determine
\nwhether cash or other securities or other property shall be paid or transferred
\nin lieu of any fractional Shares or whether such fractional Shares or any rights
\nthereto shall be canceled, terminated, or otherwise eliminated.<\/p>\n<\/p>\n

(o) Transfer Restrictions. <\/em>Shares acquired hereunder may not be
\nsold, assigned, transferred, pledged or otherwise disposed of, except as
\nprovided in the Plan or the applicable Award Agreement.<\/p>\n<\/p>\n

(p) Headings. <\/em>Headings are given to the Sections and subsections of
\nthe Plan solely as a convenience to facilitate reference. Such headings shall
\nnot be deemed in any way material or relevant to the construction or
\ninterpretation of the Plan or any provision thereof.<\/p>\n<\/p>\n

(q) Sub-Plans. <\/em>Subject to the terms hereof, the Committee may from
\ntime to time adopt one or more Sub-Plans and grant Awards thereunder as it shall
\ndeem necessary or appropriate in its sole discretion in order that Awards may
\ncomply with the laws, rules or regulations of any jurisdiction; provided,
\nhowever, that neither the terms of any Sub-Plan nor Awards thereunder shall be
\ninconsistent with the Plan.<\/p>\n<\/p>\n

(r) Section 409A. <\/em>To the extent that the Committee determines that
\nany Award granted under the Plan is subject to Section 409A of the Code, the
\nAward Agreement evidencing such Award shall incorporate the terms and conditions
\nrequired by Section 409A of the Code. To the extent applicable, the Plan and
\nAward Agreements shall be interpreted in accordance with Section 409A of the
\nCode and Department of Treasury regulations and other interpretive guidance
\nissued thereunder, including without limitation any such regulations or other
\nguidance that may be issued after the date on which the Plan becomes effective.
\nNotwithstanding any provision of the Plan to the contrary, in the event that
\nfollowing the date on which the Plan becomes effective the Committee determines
\nthat any Award may be subject to Section 409A of the Code and related Department
\nof Treasury Guidance (including such Department of Treasury guidance as may be
\nissued after the date on which the Plan becomes effective), the Committee may
\nadopt such amendments to the Plan and the applicable Award Agreement or adopt
\nother policies and procedures (including amendments, policies and procedures
\nwith retroactive effect), or take any other actions, that the Committee
\ndetermines are necessary or appropriate to (a) exempt the Award from Section
\n409A of the Code and\/or preserve the intended tax treatment of the benefits
\nprovided with respect to the Award, or (b) comply with the requirements of
\nSection 409A of the Code and related Department of Treasury guidance and thereby
\navoid the application of any penalty taxes under such Section.<\/p>\n<\/p>\n

(s) Compensation Recovery. <\/em>All Awards (including any proceeds, gains
\nor other economic benefit actually or constructively received by a Participant
\nupon any receipt or exercise of any Award or upon the receipt or resale of any
\nShares underlying the Award) shall be subject to the provisions of any
\ncompensation recovery policy implemented by Ingram Micro, including, without
\nlimitation, any compensation recovery policy adopted to comply with the
\nrequirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act
\nand any rules or regulations promulgated thereunder, to the extent set forth in
\nsuch compensation recovery policy and\/or in the applicable Award Agreement.<\/p>\n<\/p>\n

Section 15. Term of the Plan<\/em>.<\/p>\n<\/p>\n

(a) Effective Date. <\/em>The Plan shall be effective as of June 8, 2011,
\nsubject to approval by the shareholders of Ingram Micro (the “Effective Date”).
\nAwards may be granted hereunder prior to such shareholder approval subject in
\nall cases, however, to such approval. If the Board determines in its sole
\ndiscretion that Awards issued under Section 9 of the Plan should continue to be
\neligible to constitute Qualified Performance-Based Compensation, the Plan shall
\nbe resubmitted for<\/p>\n<\/p>\n

15<\/p>\n

\n

\n

approval by the shareholders in the fifth year after it shall have been last
\napproved by the shareholders.<\/p>\n<\/p>\n

(b) Expiration Date. <\/em>No Award shall be granted under the Plan after
\nJune 7, 2021. Unless otherwise expressly provided in the Plan or in an
\napplicable Award Agreement, any Award granted hereunder may, and the authority
\nof the Board or the Committee to amend, alter, adjust, suspend, discontinue, or
\nterminate any such Award or to waive any conditions or rights under any such
\nAward shall, continue after the authority for grant of new Awards hereunder has
\nbeen exhausted.<\/p>\n<\/p>\n

16<\/p>\n

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