{"id":40821,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indemnification-agreement-officers-and-directors-ingram-micro.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indemnification-agreement-officers-and-directors-ingram-micro","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/indemnification-agreement-officers-and-directors-ingram-micro.html","title":{"rendered":"Indemnification Agreement – Officers and Directors – Ingram Micro Inc."},"content":{"rendered":"

FORM OF INDEMNIFICATION AGREEMENT <\/strong><\/p>\n

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

This Indemnification Agreement (this “Agreement<\/strong>“), made and
\nentered into as of the day of , 20 <\/u>, by and between Ingram Micro Inc., a
\nDelaware corporation (the “Company<\/strong>“) and
\n(“Indemnitee<\/strong>“).<\/p>\n

W I T N E S S E T H:<\/p>\n

WHEREAS, highly competent persons have become more reluctant to serve
\npublicly-held corporations as directors or officers unless they are provided
\nwith adequate protection through insurance or adequate indemnification against
\nrisks of claims and actions against them arising out of their service to and
\nactivities on behalf of the corporation.<\/p>\n

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

WHEREAS, the Certificate of Incorporation of the Company provides that the
\nCompany shall indemnify and advance expenses to all directors and officers of
\nthe Company in the manner set forth therein and to the fullest extent permitted
\nby applicable law, and the Company153s Certificate of Incorporation provides for
\nlimitation of liability for directors. In addition, Indemnitee may be entitled
\nto indemnification pursuant to the General Corporation Law of the State of
\nDelaware (“DGCL<\/strong>“). The Certificate of Incorporation and the
\nDGCL expressly provide that the indemnification provisions set forth therein are
\nnot exclusive, and thereby contemplate that contracts may be entered into
\nbetween the Company and members of the board of directors and officers with
\nrespect to indemnification.<\/p>\n

WHEREAS, the Board has determined that the increased difficulty in attracting
\nand retaining highly competent persons to serve on the Board or as officers of
\nthe Company is detrimental to the best interests of the Company153s<\/p>\n

1<\/p>\n

\n

stockholders and that the Company should act to assure such persons that
\nthere will be increased certainty of such protection in the future.<\/p>\n

WHEREAS, it is reasonable, prudent and necessary for the Company
\ncontractually to obligate itself to indemnify, and to advance expenses on behalf
\nof, such persons to the fullest extent permitted by applicable law so that they
\nwill serve or continue to serve the Company free from undue concern that they
\nwill not be so indemnified.<\/p>\n

WHEREAS, this Agreement is a supplement to and in furtherance of the
\nCertificate of Incorporation and by-laws of the Company and any resolutions
\nadopted pursuant thereto and shall not be deemed a substitute therefor, nor to
\ndiminish or abrogate any rights of Indemnitee thereunder.<\/p>\n

WHEREAS, Indemnitee does not regard the protection available under the
\nCompany153s Certificate of Incorporation and by-laws and insurance as adequate in
\nthe present circumstances, and may not be willing to serve as an officer or
\ndirector of the Company without adequate protection, and the Company desires
\nIndemnitee to serve in such capacity. Indemnitee is willing to serve, continue
\nto serve and to take on additional service for or on behalf of the Company on
\nthe condition that he or she be so indemnified.<\/p>\n

NOW, THEREFORE, in consideration of the premises and the covenants contained
\nherein, the Company and Indemnitee do hereby covenant and agree as follows:<\/p>\n

ARTICLE 1<\/p>\n

CERTAIN DEFINITIONS<\/p>\n

(a) As used in this Agreement:<\/p>\n

“Change of Control<\/strong>” means any one of the following
\ncircumstances occurring after the date hereof: (i) there shall have occurred an
\nevent required to be reported with respect to the Company in response to Item
\n6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or
\nany similar schedule or form) under the Exchange Act, regardless of whether the
\nCompany is then subject to such reporting requirement; (ii) any “person” or
\n“group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act)
\nshall have become, without prior approval of the Company153s Board by approval of
\nat least two-thirds of the Continuing Directors, the “beneficial owner” (as
\ndefined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
\nsecurities of the Company representing 15% or more of the combined voting power
\nof the Company153s then outstanding voting securities (provided that, for purposes
\nof this clause (ii), the term “person” shall exclude (x) the Company, (y) any
\ntrustee or other fiduciary holding securities under an employee benefit plan of
\nthe Company, and (z) any corporation owned, directly or indirectly, by the
\nstockholders of the Company in<\/p>\n

2<\/p>\n

\n

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

“Continuing Director<\/strong>” means (i) each director on the Board
\non the date hereof or (ii) any new director whose election or nomination for
\nelection by the Company153s stockholders was approved by a vote of at least
\ntwo-thirds of the directors then still in office who were directors on the date
\nhereof or whose election or nomination was so approved.<\/p>\n

“Corporate Status<\/strong>” means the status of a person who is or
\nwas a director, officer, trustee, general partner, managing member, fiduciary,
\nboard of directors153 committee member, employee or agent of the Company or of any
\nother Enterprise.<\/p>\n

“Disinterested Director<\/strong>” means a director of the Company who
\nis not and was not a party to the Proceeding in respect of which indemnification
\nis sought by Indemnitee.<\/p>\n

“Enterprise<\/strong>” means the Company and any other corporation,
\nlimited liability company, partnership, joint venture, trust, employee benefit
\nplan or other enterprise of which Indemnitee is or was serving at the request of
\nthe Company as a director, officer, trustee, general partner, managing member,
\nfiduciary, board of directors153 committee member, employee or agent.<\/p>\n

“ERISA<\/strong>” means the Employee Retirement Income Security Act of
\n1974, as amended.<\/p>\n

“Exchange Act<\/strong>” means the Securities Exchange Act of 1934, as
\namended.<\/p>\n

“Expenses<\/strong>” means all direct and indirect costs (including
\nattorneys153 fees, retainers, court costs, transcripts, fees of experts, witness
\nfees, travel expenses, duplicating costs, printing and binding costs, telephone
\ncharges, postage, delivery service fees, and all other disbursements or
\nexpenses) reasonably incurred in connection with (i) prosecuting, defending,
\npreparing to prosecute or defend, investigating, being or preparing to be a
\nwitness in, or otherwise participating in, a<\/p>\n

3<\/p>\n

\n

Proceeding or (ii) establishing or enforcing a right to indemnification under
\nthis Agreement, the Company153s Certificate of Incorporation, applicable law or
\notherwise. Expenses also shall include Expenses incurred in connection with any
\nappeal resulting from any Proceeding, including the premium, security for, and
\nother costs relating to any cost bond, supersedeas bond, or other appeal bond or
\nits equivalent. For the avoidance of doubt, Expenses, however, shall not include
\nany Liabilities.<\/p>\n

“Independent Counsel<\/strong>” means a law firm, or a member of a law
\nfirm, that is experienced in matters of corporate law and neither currently is,
\nnor in the five years previous to its selection or appointment has been,
\nretained to represent (i) the Company or Indemnitee in any matter material to
\neither such party (other than with respect to matters concerning Indemnitee
\nunder this Agreement or of other indemnitees under similar indemnification
\nagreements) or (ii) any other party to the Proceeding giving rise to a claim for
\nindemnification hereunder. Notwithstanding the foregoing, the term “Independent
\nCounsel” shall not include any person who, under the applicable standards of
\nprofessional conduct then prevailing, would have a conflict of interest in
\nrepresenting either the Company or Indemnitee in an action to determine
\nIndemnitee153s rights under this Agreement.<\/p>\n

“Liabilities<\/strong>” means any losses or liabilities, including any
\njudgments, fines, ERISA excise taxes and penalties, penalties and amounts paid
\nin settlement, arising out of or in connection with any Proceeding (including
\nall interest, assessments and other charges paid or payable in connection with
\nor in respect of any such judgments, fines, ERISA excise taxes and penalties,
\npenalties or amounts paid in settlement).<\/p>\n

“Proceeding<\/strong>” means any threatened, pending or completed
\naction, derivative action, suit, claim, counterclaim, cross claim, arbitration,
\nalternate dispute resolution mechanism, investigation, inquiry, administrative
\nhearing or any other actual, threatened or completed proceeding, whether civil
\n(including intentional and unintentional tort claims), criminal, administrative
\nor investigative, including any appeal therefrom, and whether instituted by or
\non behalf of the Company or any other party, or any inquiry or investigation
\nthat Indemnitee in good faith believes might lead to the institution of any such
\naction, suit or other proceeding hereinabove listed in which Indemnitee was, is
\nor will be involved as a party, potential party, non-party witness or otherwise
\nby reason of any Corporate Status of Indemnitee, or by reason of any action
\ntaken (or failure to act) by him or her or of any action (or failure to act) on
\nhis or her part while serving in any Corporate Status.<\/p>\n

(b) For the purposes of this Agreement:<\/p>\n

References to “Company” shall include, in addition to the resulting or
\nsurviving corporation, any constituent corporation (including any constituent of
\na constituent) absorbed in a consolidation or merger which, if its separate
\nexistence had continued, would have had power and authority to indemnify its
\ndirectors,<\/p>\n

4<\/p>\n

\n

officers, employees or agents, so that if Indemnitee is or was a director,
\nofficer, employee, or agent of such constituent corporation or is or was serving
\nat the request of such constituent corporation as a director, officer, employee,
\nor agent of another corporation, partnership, joint venture, trust or other
\nenterprise, then Indemnitee shall stand in the same position under the
\nprovisions of this Agreement with respect to the resulting or surviving
\ncorporation as Indemnitee would have with respect to such constituent
\ncorporation if its separate existence had continued.<\/p>\n

Reference to “other enterprise” shall include employee benefit plans;
\nreferences to “fines” shall include any excise tax assessed with respect to any
\nemployee benefit plan; references to “serving at the request of the Company”
\nshall include any service as a director, officer, employee or agent of the
\nCompany which imposes duties on, or involves services by, such director,
\nofficer, employee or agent with respect to an employee benefit plan, its
\nparticipants or beneficiaries; and a person who acted in good faith and in a
\nmanner he reasonably believed to be in the best interests of the participants
\nand beneficiaries of an employee benefit plan shall be deemed to have acted in a
\nmanner “not opposed to the best interests of the Company” as referred to in this
\nAgreement.<\/p>\n

Reference to “including” shall mean “including, without limitation,”
\nregardless of whether the words “without limitation” actually appear, references
\nto the words “herein,” “hereof” and “hereunder” and other words of similar
\nimport shall refer to this Agreement as a whole and not to any particular
\nparagraph, subparagraph, section, subsection or other subdivision.<\/p>\n

ARTICLE 2<\/p>\n

SERVICES BY INDEMNITEE<\/p>\n

Section 2.01. Services By Indemnitee. <\/em>Indemnitee hereby agrees to
\nserve or continue to serve, at the will of the Company, as a director or officer
\nof the Company, for so long as Indemnitee is duly elected or appointed or until
\nIndemnitee tenders his or her resignation or is removed.<\/p>\n

ARTICLE 3<\/p>\n

INDEMNIFICATION<\/p>\n

Section 3.01. General. <\/em>(a) The Company hereby agrees to and shall
\nindemnify Indemnitee and hold Indemnitee harmless from and against any and all
\nExpenses and Liabilities, in either case, actually and reasonably incurred by
\nIndemnitee or on Indemnitee153s behalf by reason of Indemnitee153s Corporate Status,
\nto the fullest extent permitted by applicable law. The Company153s indemnification
\nobligations set forth in this Section 3.01 shall apply (i) in respect of
\nIndemnitee153s past, present and future service in any Corporate Status and (ii)
\nregardless of<\/p>\n

5<\/p>\n

\n

whether Indemnitee is serving in any Corporate Status at the time any such
\nExpense or Liability is incurred.<\/p>\n

For purposes of this Agreement, the meaning of the phrase “to the fullest
\nextent permitted by applicable law” shall include, but not be limited to:<\/p>\n

(i) to the fullest extent permitted by any provision of the DGCL, or the
\ncorresponding provision of any successor statute, and<\/p>\n

(ii) to the fullest extent authorized or permitted by any amendments to or
\nreplacements of the DGCL adopted after the date of this Agreement that increase
\nthe extent to which a corporation may indemnify its officers and directors.<\/p>\n

(b) Witness Expenses<\/em>. Notwithstanding any other provision of this
\nAgreement, to the extent that Indemnitee is, by reason of his or her Corporate
\nStatus, a witness in any Proceeding to which Indemnitee is not a party, he shall
\nbe indemnified against all Expenses actually and reasonably incurred by
\nIndemnitee or on his or her behalf in connection therewith.<\/p>\n

(c) Expenses as a Party Where Wholly or Partly Successful<\/em>.
\nNotwithstanding any other provisions of this Agreement, to the fullest extent
\npermitted by applicable law, to the extent that Indemnitee is a party to (or a
\nparticipant in) and is successful, on the merits or otherwise, in any Proceeding
\nor in defense of any claim, issue or matter therein, in whole or in part, the
\nCompany shall indemnify Indemnitee against all Expenses actually and reasonably
\nincurred by him or her in connection therewith. If Indemnitee is not wholly
\nsuccessful in such Proceeding, but is successful, on the merits or otherwise, as
\nto one or more but less than all claims, issues or matters in such Proceeding,
\nthe Company shall, to the fullest extent permitted by applicable law, indemnify
\nIndemnitee against all Expenses actually and reasonably incurred by Indemnitee
\nor on his or her behalf in connection with each successfully resolved claim,
\nissue or matter. For purposes of this Section and without limitation, the
\ntermination of any claim, issue or matter in such a Proceeding by dismissal,
\nwith or without prejudice, shall be deemed to be a successful result as to such
\nclaim, issue or matter.<\/p>\n

Section 3.02. Exclusions. <\/em>Notwithstanding any provision of this
\nAgreement and unless Indemnitee ultimately is successful on the merits with
\nrespect to any such claim, the Company shall not be obligated under this
\nAgreement to make any indemnity in connection with any claim made against
\nIndemnitee:<\/p>\n

(a) for (i) an accounting of profits made from the purchase and sale (or sale
\nand purchase) by Indemnitee of securities of the Company within the meaning of
\nSection 16(b) of the Exchange Act or similar provisions of state statutory law
\nor common law or (ii) any reimbursement of the Company by Indemnitee of any
\nbonus or other incentive-based or equity-based compensation<\/p>\n

6<\/p>\n

\n

or of any profits realized by Indemnitee from the sale of securities of the
\nCompany, as required in each case under the Exchange Act (including any such
\nreimbursements that arise from an accounting restatement of the Company pursuant
\nto Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
\nAct<\/strong>“), or the payment to the Company of profits arising from the
\npurchase and sale by Indemnitee of securities in violation of Section 306 of the
\nSarbanes-Oxley Act); or<\/p>\n

(b) except as otherwise provided in Section 6.01(e), prior to a Change of
\nControl, in connection with any Proceeding (or any part of any Proceeding)
\ninitiated by Indemnitee, including any Proceeding (or any part of any
\nProceeding) initiated by Indemnitee against the Company or its directors,
\nofficers, employees or other indemnitees, unless (i) the Board authorized the
\nProceeding (or any part of any Proceeding) prior to its initiation or (ii) the
\nCompany provides the indemnification, in its sole discretion, pursuant to the
\npowers vested in the Company under applicable law.<\/p>\n

ARTICLE 4<\/p>\n

ADVANCEMENT OF EXPENSES; DEFENSE OF CLAIMS<\/p>\n

Section 4.01. Advances. <\/em>Notwithstanding any provision of this
\nAgreement to the contrary, the Company shall advance any Expenses actually and
\nreasonably incurred by Indemnitee in connection with any Proceeding within
\ntwenty (20) days after the receipt by the Company of each statement requesting
\nsuch advance from time to time, whether prior to or after final disposition of
\nany Proceeding. Advances shall be unsecured and interest free. Advances shall be
\nmade without regard to Indemnitee153s ability to repay such amounts and without
\nregard to Indemnitee153s ultimate entitlement to indemnification under the other
\nprovisions of this Agreement. Advances shall include any and all reasonable
\nExpenses incurred pursuing an action to enforce this right of advancement,
\nincluding Expenses incurred preparing and forwarding statements to the Company
\nto support the advances claimed.<\/p>\n

Section 4.02. Repayment of Advances or Other Expenses. <\/em>Indemnitee
\nagrees that Indemnitee shall reimburse the Company for all Expenses advanced by
\nthe Company pursuant to Section 4.01, in the event and only to the extent that
\nit shall be determined by final judgment or other final adjudication under the
\nprovisions of any applicable law (as to which all rights of appeal therefrom
\nhave been exhausted or lapsed) that Indemnitee is not entitled to be indemnified
\nby the Company for such Expenses.<\/p>\n

Section 4.03. Defense of Claims. <\/em>With respect to any Proceeding as
\nto which Indemnitee notifies the Company of the commencement thereof, the
\nCompany will be entitled to participate in the Proceeding at its own expense and\n<\/p>\n

7<\/p>\n

\n

except as otherwise provided below, to the extent the Company so wishes, it
\nmay assume the defense thereof with counsel reasonably satisfactory to
\nIndemnitee. After notice from the Company to Indemnitee of its election to
\nassume the defense of any Proceeding, the Company shall not be liable to
\nIndemnitee under this Agreement or otherwise for any Expenses subsequently
\nincurred by Indemnitee in connection with the defense of such Proceeding other
\nthan reasonable costs of investigation or as otherwise provided below.
\nIndemnitee shall have the right to employ legal counsel in such Proceeding, but
\nall Expenses related thereto incurred after notice from the Company of its
\nassumption of the defense shall be at Indemnitee153s expense unless: (i) the
\nemployment of legal counsel by Indemnitee has been authorized by the Company,
\n(ii) Indemnitee has reasonably determined that there may be a conflict of
\ninterest between Indemnitee and the Company in the defense of the Proceeding,
\n(iii) after a Change in Control (other than a Change in Control approved by a
\nmajority of the directors on the Board who were directors immediately prior to
\nsuch Change in Control), the employment of counsel by Indemnitee has been
\napproved by the Independent Counsel, or (iv) the Company shall not in fact have
\nemployed counsel to assume the defense of such Proceeding, in each of which
\ncases all Expenses of the Proceeding shall be borne by the Company. The Company
\nshall not be entitled to assume the defense of any Proceeding brought by or on
\nbehalf of the Company or as to which Indemnitee shall have made the
\ndetermination provided for in (ii), (iii) and (iv) above.<\/p>\n

ARTICLE 5<\/p>\n

PROCEDURES FOR NOTIFICATION OF AND DETERMINATION OF
\nENTITLEMENT TO<\/p>\n

INDEMNIFICATION<\/p>\n

Section 5.01. Notification; Request For Indemnification. <\/em>(a) As soon
\nas reasonably practicable after receipt by Indemnitee of written notice that he
\nis a party to or a participant (as a witness or otherwise) in any Proceeding or
\nof any other matter in respect of which Indemnitee intends to seek
\nindemnification or advancement of Expenses hereunder, Indemnitee shall provide
\nto the Company written notice thereof, including the nature of and the facts
\nunderlying the Proceeding. The omission by Indemnitee to so notify the Company
\nwill not relieve the Company from any liability which it may have to Indemnitee
\nhereunder or otherwise.<\/p>\n

(b) To obtain indemnification under this Agreement, Indemnitee shall deliver
\nto the Company a written request for indemnification, including therewith such
\ninformation as is reasonably available to Indemnitee and reasonably necessary to
\ndetermine Indemnitee153s entitlement to indemnification hereunder. Such request(s)
\nmay be delivered from time to time and at such time(s) as Indemnitee deems
\nappropriate in his or her sole discretion. Indemnitee153s entitlement to
\nindemnification shall be determined according to Section 5.02 of this Agreement
\nand applicable law.<\/p>\n

8<\/p>\n

\n

Section 5.02. Determination of Entitlement. <\/em>(a) Where there has been
\na written request by Indemnitee for indemnification pursuant to Section 5.01(b),
\nthen as soon as is reasonably practicable (but in any event not later than 60
\ndays) after final disposition of the relevant Proceeding, a determination, if
\nrequired by applicable law, with respect to Indemnitee153s entitlement thereto
\nshall be made in the specific case: (i) if a Change of Control shall not have
\noccurred, (A) by a majority vote of the Disinterested Directors, even though
\nless than a quorum of the Board, (B) by a committee of Disinterested Directors
\ndesignated by a majority vote of the Disinterested Directors, even though less
\nthan a quorum of the Board, (C) if there are no such Disinterested Directors or,
\nif such Disinterested Directors so direct, by Independent Counsel in a written
\nopinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii)
\nif a Change of Control shall have occurred, by Independent Counsel in a written
\nopinion to the Board, a copy of which shall be delivered to Indemnitee. If it is
\nso determined that Indemnitee is entitled to indemnification, payment to
\nIndemnitee shall be made within ten (10) days after such determination.
\nIndemnitee shall reasonably cooperate with the person, persons or entity making
\nsuch determination with respect to Indemnitee153s entitlement to indemnification,
\nincluding providing to such person, persons or entity upon reasonable advance
\nrequest any documentation or information which is not privileged or otherwise
\nprotected from disclosure and which is reasonably available to Indemnitee and
\nreasonably necessary to such determination. Any costs or expenses (including
\nattorneys153 fees and disbursements) actually and reasonably incurred by
\nIndemnitee in so cooperating with the person, persons or entity making such
\ndetermination shall be borne by the Company (irrespective of the determination
\nas to Indemnitee153s entitlement to indemnification).<\/p>\n

(b) If entitlement to indemnification is to be determined by Independent
\nCounsel pursuant to Section 5.02(a)(ii), such Independent Counsel shall be
\nselected by Indemnitee, and Indemnitee shall give written notice to the Company
\nadvising it of the identity of the Independent Counsel so selected. If
\nentitlement to indemnification is to be determined by Independent Counsel
\npursuant to Section 5.02(a)(i)(C) (or if Indemnitee requests that such selection
\nbe made by the Board), such Independent Counsel shall be selected by the Company
\nin which case the Company shall give written notice to Indemnitee advising him
\nor her of the identity of the Independent Counsel so selected. In either event,
\nIndemnitee or the Company, as the case may be, may, within 10 days after such
\nwritten notice of selection shall have been received, deliver to the Company or
\nto Indemnitee, as the case may be, a written objection to such selection;
\nprovided, however, that such objection may be asserted only on the ground that
\nthe Independent Counsel so selected does not meet the requirements of
\n“Independent Counsel” as defined in Article 1 of this Agreement, and the
\nobjection shall set forth with particularity the factual basis of such
\nassertion. Absent a proper and timely objection, the person so selected shall
\nact as Independent Counsel. If such written objection is so made and
\nsubstantiated, the Independent Counsel so selected may not serve as Independent
\nCounsel unless and until such objection is withdrawn or a court of competent
\njurisdiction has determined that such objection is without merit. If, within 20
\ndays after the later of submission by Indemnitee of a written request for<\/p>\n

9<\/p>\n

\n

indemnification pursuant to Section 5.01(b) hereof and the final disposition
\nof the Proceeding, no Independent Counsel shall have been selected and not
\nobjected to, either the Company or Indemnitee may petition a court of competent
\njurisdiction for resolution of any objection which shall have been made by the
\nCompany or Indemnitee to the other153s selection of Independent Counsel and\/or for
\nthe appointment as Independent Counsel of a person selected by the court or by
\nsuch other person as the court shall designate, and the person with respect to
\nwhom all objections are so resolved or the person so appointed shall act as
\nIndependent Counsel under Section 5.02(a) hereof. Upon the due commencement of
\nany judicial proceeding or arbitration pursuant to Section 6.01(a) of this
\nAgreement, the Independent Counsel shall be discharged and relieved of any
\nfurther responsibility in such capacity (subject to the applicable standards of
\nprofessional conduct then prevailing).<\/p>\n

(c) The Company agrees to pay the reasonable fees and expenses of any
\nIndependent Counsel serving under this Agreement.<\/p>\n

Section 5.03. Presumptions and Burdens of Proof; Effect of Certain
\nProceedings<\/em>. (a) In making any determination with respect to entitlement to
\nindemnification hereunder, the person or persons or entity making such
\ndetermination shall, to the fullest extent not prohibited by law, presume that
\nIndemnitee is entitled to indemnification under this Agreement if Indemnitee has
\nsubmitted a request for indemnification in accordance with Section 5.01(b) of
\nthis Agreement, and the Company shall, to the fullest extent not prohibited by
\nlaw, have the burden of proof to overcome that presumption in connection with
\nthe making by any person, persons or entity of any determination contrary to
\nthat presumption. Neither the failure of any person, persons or entity to have
\nmade a determination prior to the commencement of any action pursuant to this
\nAgreement that indemnification is proper in the circumstances because Indemnitee
\nhas met the applicable standard of conduct, nor an actual determination by any
\nperson, persons or entity that Indemnitee has not met such applicable standard
\nof conduct, shall be a defense to the action or create a presumption that
\nIndemnitee has not met the applicable standard of conduct.<\/p>\n

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

(c) The termination of any Proceeding or of any claim, issue or matter
\ntherein, by judgment, order, settlement or conviction, or upon a plea of nolo\n<\/p>\n

10<\/p>\n

\n

contendere or its equivalent, shall not (except as otherwise expressly
\nprovided in this Agreement) of itself adversely affect the right of Indemnitee
\nto indemnification or create a presumption that Indemnitee did not act in good
\nfaith and in a manner which he reasonably believed to be in or not opposed to
\nthe best interests of the Company or, with respect to any criminal Proceeding,
\nthat Indemnitee had reasonable cause to believe that his or her conduct was
\nunlawful.<\/p>\n

(d) For purposes of any determination of good faith, Indemnitee shall be
\ndeemed to have acted in good faith if Indemnitee153s action is in good faith
\nreliance on the records or books of account of any Enterprise, including
\nfinancial statements, or on information supplied to Indemnitee by the officers
\nof such Enterprise in the course of their duties, or on the advice of legal
\ncounsel for such Enterprise or on information or records given or reports made
\nto such Enterprise by an independent certified public accountant or by an
\nappraiser or other expert selected by such Enterprise. The provisions of this
\nSection 5.03(d) shall not be deemed to be exclusive or to limit in any way the
\nother circumstances in which Indemnitee may be deemed or found to have met the
\napplicable standard of conduct set forth in this Agreement.<\/p>\n

(e) The knowledge and\/or actions, or failure to act, of any other director,
\ntrustee, partner, managing member, fiduciary, officer, agent or employee of any
\nEnterprise shall not be imputed to Indemnitee for purposes of determining any
\nright to indemnification under this Agreement.<\/p>\n

ARTICLE 6<\/p>\n

REMEDIES OF INDEMNITEE<\/p>\n

Section 6.01. Adjudication or Arbitration<\/em>. (a) In the event of any
\ndispute between Indemnitee and the Company hereunder as to entitlement to
\nindemnification or advancement of Expenses (including where (i) a determination
\nis made pursuant to Section 5.02 of this Agreement that Indemnitee is not
\nentitled to indemnification under this Agreement, (ii) advancement of Expenses
\nis not timely made pursuant to Section 4.01 of this Agreement, (iii) payment of
\nindemnification pursuant to Section 3.01 of this Agreement is not made within
\nten (10) days after a determination has been made that Indemnitee is entitled to
\nindemnification, (iv) no determination as to entitlement to indemnification is
\ntimely made pursuant to Section 5.02 of this Agreement and no payment of
\nindemnification is made within ten (10) days after entitlement is deemed to have
\nbeen determined pursuant to Section 5.03(b)) or (v) a contribution payment is
\nnot made in a timely manner pursuant to Section 8.04 of this Agreement, then
\nIndemnitee shall be entitled to an adjudication by a court of his or her
\nentitlement to such indemnification, contribution or advancement. Alternatively,
\nin such case, Indemnitee, at his or her option, may seek an award in arbitration
\nto be conducted by a single arbitrator pursuant to the Commercial Arbitration
\nRules of the American Arbitration Association. The Company shall not oppose
\nIndemnitee153s right to seek any such adjudication or award in arbitration.<\/p>\n

11<\/p>\n

\n

(b) In the event that a determination shall have been made pursuant to
\nSection 5.02(a) of this Agreement that Indemnitee is not entitled to
\nindemnification, any judicial proceeding or arbitration commenced pursuant to
\nthis Section 6.01 shall be conducted in all respects as a de novo<\/em>
\ntrial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by
\nreason of that adverse determination. In any judicial proceeding or arbitration
\ncommenced pursuant to this Section 6.01 the Company shall have the burden of
\nproving Indemnitee is not entitled to indemnification or advancement of
\nExpenses, as the case may be, and the Company may not refer to or introduce into
\nevidence any determination pursuant to Section 5.02(a) of this Agreement adverse
\nto Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or
\narbitration pursuant to this Section 6.01, Indemnitee shall not be required to
\nreimburse the Company for any advances pursuant to Section 4.02 until a final
\ndetermination is made with respect to Indemnitee153s entitlement to
\nindemnification (as to which all rights of appeal have been exhausted or
\nlapsed).<\/p>\n

(c) If a determination shall have been made pursuant to Section 5.02(a) of
\nthis Agreement that Indemnitee is entitled to indemnification, the Company shall
\nbe bound by such determination in any judicial proceeding or arbitration
\ncommenced pursuant to this Section 6.01, absent (i) a misstatement by Indemnitee
\nof a material fact, or an omission of a material fact necessary to make
\nIndemnitee153s statement not materially misleading, in connection with the request
\nfor indemnification, or (ii) a prohibition of such indemnification under
\napplicable law.<\/p>\n

(d) The Company shall be precluded from asserting in any judicial proceeding
\nor arbitration commenced pursuant to this Section 6.01 that the procedures and
\npresumptions of this Agreement are not valid, binding and enforceable and shall
\nstipulate in any such court or before any such arbitrator that the Company is
\nbound by all the provisions of this Agreement.<\/p>\n

(e) The Company shall indemnify Indemnitee to the fullest extent permitted by
\nlaw against all Expenses and, if requested by Indemnitee, shall (within ten (10)
\ndays after the Company153s receipt of such written request) advance such Expenses
\nto Indemnitee, which are reasonably incurred by Indemnitee in connection with
\nany judicial proceeding or arbitration brought by Indemnitee for (i)
\nindemnification or advances of Expenses by the Company (or otherwise for the
\nenforcement, interpretation or defense of his or her rights) under this
\nAgreement or any other agreement, including any other indemnification,
\ncontribution or advancement agreement, or any provision of the Company153s
\nCertificate of Incorporation or By-laws now or hereafter in effect or (ii)
\nrecovery or advances under any directors153 and officers153 liability insurance
\npolicy maintained by the Company, regardless of whether Indemnitee ultimately is
\ndetermined to be entitled to such indemnification, contribution, advancement or
\ninsurance recovery, as the case may be.<\/p>\n

12<\/p>\n

\n

ARTICLE 7<\/p>\n

DIRECTORS153 AND OFFICERS153 LIABILITY INSURANCE<\/p>\n

Section 7.01. D&O Liability Insurance. <\/em>The Company shall obtain
\nand maintain a policy or policies of insurance (“D&O Liability
\nInsurance<\/strong>“) with reputable insurance companies providing liability
\ninsurance for directors and officers of the Company in their capacities as such
\n(and for any capacity in which any director or officer of the Company serves any
\nother Enterprise at the request of the Company), in respect of acts or omissions
\noccurring while serving in such capacity.<\/p>\n

Section 7.02. Evidence of Coverage. <\/em>Upon request by Indemnitee, the
\nCompany shall provide copies of all policies of D&O Liability Insurance
\nobtained and maintained in accordance with Section 7.01 of this Agreement. The
\nCompany shall provide Indemnitee no less than annually with notice of any
\nmaterial changes in such insurance coverage.<\/p>\n

ARTICLE 8<\/p>\n

MISCELLANEOUS<\/p>\n

Section 8.01. Nonexclusivity of Rights. <\/em>The rights of
\nindemnification, contribution and advancement of Expenses as provided by this
\nAgreement shall not be deemed exclusive of any other rights to which Indemnitee
\nmay at any time be entitled to under applicable law, the Company153s Certificate
\nof Incorporation, the Company153s Bylaws, any agreement, a vote of stockholders or
\na resolution of directors, or otherwise. No right or remedy herein conferred is
\nintended to be exclusive of any other right or remedy, and every other right and
\nremedy shall be cumulative and in addition to every other right and remedy given
\nhereunder or now or hereafter existing at law or in equity or otherwise. The
\nassertion or employment of any right or remedy hereunder, or otherwise, shall
\nnot prevent the concurrent assertion or employment of any other right or remedy.\n<\/p>\n

Section 8.02. Insurance and Subrogation. <\/em>(a) Indemnitee shall be
\ncovered by the Company153s D&O Liability Insurance in accordance with its or
\ntheir terms to the maximum extent of the coverage available for any director or
\nofficer under such policy or policies. If, at the time the Company receives
\nnotice of a claim hereunder, the Company has director and officer liability
\ninsurance in effect, the Company shall give prompt notice of such Proceeding to
\nthe insurers in accordance with the procedures set forth in the respective
\npolicies. The Company shall thereafter take all necessary or desirable action to
\ncause such insurers to pay, on behalf of Indemnitee, all amounts payable as a
\nresult of such Proceeding in accordance with the terms of such policies. The
\nfailure or refusal of any such insurer to pay any such amount shall not affect
\nor impair the obligations of the Company under this Agreement.<\/p>\n

13<\/p>\n

\n

(b) In the event of any payment under this Agreement, the Company shall be
\nsubrogated to the extent of such payment to all of the rights of recovery of
\nIndemnitee, who shall execute all papers required and take all action necessary
\nto secure such rights, including execution of such documents as are necessary to
\nenable the Company to bring suit to enforce such rights.<\/p>\n

(c) The Company shall not be liable under this Agreement to make any payment
\nof amounts otherwise indemnifiable (or for which advancement is provided)
\nhereunder if and to the extent that Indemnitee has actually received such
\npayment under any insurance policy or other indemnity provision.<\/p>\n

Section 8.03 The Company153s obligation to indemnify or advance Expenses
\nhereunder to Indemnitee who is or was serving at the request of the Company as a
\ndirector, officer, trustee, partner, managing member, fiduciary, board of
\ndirectors153 committee member, employee or agent of any other Enterprise shall be
\nreduced by any amount Indemnitee has actually received as indemnification or
\nadvancement of Expenses from such Enterprise.<\/p>\n

Section 8.04. Contribution. <\/em>To the fullest extent permissible under
\napplicable law, if the indemnification provided for in this Agreement is
\nunavailable to Indemnitee for any reason whatsoever, the Company, in lieu of
\nindemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
\nwhether for judgments, fines, penalties, excise taxes, amounts paid or to be
\npaid in settlement and\/or for Expenses, in connection with any claim relating to
\nan indemnifiable event under this Agreement, in such proportion as is deemed
\nfair and reasonable in light of all of the circumstances of such Proceeding in
\norder to reflect (i) the relative benefits received by the Company and
\nIndemnitee as a result of the event(s) and\/or transaction(s) giving rise to such
\nProceeding; and\/or (ii) the relative fault of the Company (and its directors,
\nofficers, employees and agents) and Indemnitee in connection with such event(s)
\nand\/or transaction(s).<\/p>\n

Section 8.05. Amendment. <\/em>This Agreement may not be modified or
\namended except by a written instrument executed by or on behalf of each of the
\nparties hereto. No amendment, alteration or repeal of this Agreement or of any
\nprovision hereof shall limit, restrict or reduce any right of Indemnitee under
\nthis Agreement in respect of any act or omission, or any event occurring, prior
\nto such amendment, alteration or repeal. To the extent that a change in
\napplicable law, whether by statute or judicial decision, (i) permits greater
\nindemnification, contribution or advancement of Expenses than would be afforded
\ncurrently under the Company153s Certificate of Incorporation and this Agreement,
\nit is the intent of the parties hereto that Indemnitee shall enjoy by this
\nAgreement the greater benefits so afforded by such change or (ii) limits rights
\nwith respect to indemnification, contribution or advancement of Expenses, it is
\nthe intent of the parties hereto that the rights with respect to
\nindemnification, contribution or advancement of Expenses in effect prior to such
\nchange shall remain in full force and effect to the extent permitted by
\napplicable law.<\/p>\n

14<\/p>\n

\n

Section 8.06. Waivers. <\/em>The observance of any term of this Agreement
\nmay be waived (either generally or in a particular instance and either
\nretroactively or prospectively) by the party entitled to enforce such term only
\nby a writing signed by the party against which such waiver is to be asserted.
\nUnless otherwise expressly provided herein, no delay on the part of any party
\nhereto in exercising any right, power or privilege hereunder shall operate as a
\nwaiver thereof, nor shall any waiver on the part of any party hereto of any
\nright, power or privilege hereunder operate as a waiver of any other right,
\npower or privilege hereunder nor shall any single or partial exercise of any
\nright, power or privilege hereunder preclude any other or further exercise
\nthereof or the exercise of any other right, power or privilege hereunder.<\/p>\n

Section 8.07. Entire Agreement. <\/em>This Agreement and the documents
\nreferred to herein constitute the entire agreement between the parties hereto
\nwith respect to the matters covered hereby, and any other prior or
\ncontemporaneous oral or written understandings or agreements with respect to the
\nmatters covered hereby are superseded by this Agreement, provided that this
\nAgreement is a supplement to and in furtherance of the Certificate of
\nIncorporation and By-laws of the Company and applicable law, and shall not be
\ndeemed a substitute therefor, nor to diminish or abrogate any rights of
\nIndemnitee thereunder.<\/p>\n

Section 8.08. Severability. <\/em>If any provision or provisions of this
\nAgreement shall be held to be invalid, illegal or unenforceable for any reason
\nwhatsoever: (a) the validity, legality and enforceability of the remaining
\nprovisions of this Agreement (including each portion of any Section of this
\nAgreement containing any such provision held to be invalid, illegal or
\nunenforceable, that is not itself invalid, illegal or unenforceable) shall not
\nin any way be affected or impaired thereby and shall remain enforceable to the
\nfullest extent permitted by law; (b) such provision or provisions shall be
\ndeemed reformed to the extent necessary to conform to applicable law and to give
\nthe maximum effect to the intent of the parties hereto; and (c) to the fullest
\nextent possible, the provisions of this Agreement (including each portion of any
\nSection of this Agreement containing any such provision held to be invalid,
\nillegal or unenforceable, that is not itself invalid, illegal or unenforceable)
\nshall be construed so as to give effect to the intent manifested thereby.<\/p>\n

Section 8.09. Notices. <\/em>All notices, requests, demands and other
\ncommunications under this Agreement shall be in writing (which may be by
\nfacsimile transmission). All such notices, requests and other communications
\nshall be deemed received on the date of receipt by the recipient thereof if
\nreceived prior to 5:00 p.m. in the place of receipt and such day is a business
\nday in the place of receipt. Otherwise, any such notice, request or
\ncommunication shall be deemed not to have been received until the next
\nsucceeding business day in the place of receipt. The address for notice to a
\nparty is as shown on the signature page of this Agreement, or such other address
\nas any party shall have given by written notice to the other party as provided
\nabove.<\/p>\n

15<\/p>\n

\n

Section 8.10. Binding Effect. <\/em>(a) The Company expressly confirms and
\nagrees that it has entered into this Agreement and assumed the obligations
\nimposed on it hereby in order to induce Indemnitee to serve as a director or
\nofficer of the Company, and the Company acknowledges that Indemnitee is relying
\nupon this Agreement in serving as a director or officer of the Company.<\/p>\n

(b) This Agreement shall be binding upon and inure to the benefit of and be
\nenforceable by the parties hereto and their respective successors, assigns,
\nincluding any direct or indirect successor by purchase, merger, consolidation or
\notherwise to all or substantially all of the business and\/or assets of the
\nCompany, spouses, heirs, and executors, administrators, personal and legal
\nrepresentatives. The Company shall require and cause any successor (whether
\ndirect or indirect by purchase, merger, consolidation or otherwise) to all or
\nsubstantially all, or a substantial part of the business or assets of the
\nCompany, by written agreement in form and substance satisfactory to Indemnitee,
\nexpressly to assume and agree to perform this Agreement in the manner and to the
\nsame extent that the Company would be required to perform if no such succession
\nhad taken place.<\/p>\n

(c) The indemnification, contribution and advancement of Expenses provided
\nby, or granted pursuant to this Agreement shall continue as to a person who has
\nceased to be a director or officer and shall inure to the benefit of the heirs,
\nexecutors, administrators, legatees and assigns of such a person.<\/p>\n

Section 8.11. Governing Law. <\/em>This Agreement and the legal relations
\namong the parties shall be governed by, and construed and enforced in accordance
\nwith, the laws of the State of Delaware, without regard to its conflict of laws
\nrules.<\/p>\n

Section 8.12. Consent To Jurisdiction. <\/em>Except with respect to any
\narbitration commenced by Indemnitee pursuant to Section 6.01(a) of this
\nAgreement, the Company and Indemnitee hereby irrevocably and unconditionally (i)
\nagree that any action or proceeding arising out of or in connection with this
\nAgreement shall be brought only in the Chancery Court of the State of Delaware
\n(the “Delaware Court<\/strong>“), and not in any other state or federal
\ncourt in the United States of America or any court in any other country, (ii)
\nconsent to submit to the exclusive jurisdiction of the Delaware Court for
\npurposes of any action or proceeding arising out of or in connection with this
\nAgreement, (iii) waive any objection to the laying of venue of any such action
\nor proceeding in the Delaware Court, and (iv) waive, and agree not to plead or
\nto make, any claim that any such action or proceeding brought in the Delaware
\nCourt has been brought in an improper or inconvenient forum.<\/p>\n

Section 8.13. Headings. <\/em>The Article and Section headings in this
\nAgreement are for convenience of reference only, and shall not be deemed to
\nalter or affect the meaning or interpretation of any provisions hereof.<\/p>\n

16<\/p>\n

\n

Section 8.14. Counterparts. <\/em>This Agreement may be executed in one or
\nmore counterparts, each of which shall for all purposes be deemed to be an
\noriginal but all of which together shall constitute one and the same Agreement.
\nOnly one such counterpart signed by the party against whom enforceability is
\nsought needs to be produced to evidence the existence of this Agreement.<\/p>\n

Section 8.15. Use of Certain Terms. <\/em>As used in this Agreement, the
\nwords “herein,” “hereof,” and “hereunder” and other words of similar import
\nrefer to this Agreement as a whole and not to any particular paragraph,
\nsubparagraph, section, subsection, or other subdivision. Whenever the context
\nmay require, any pronoun used in this Agreement shall include the corresponding
\nmasculine, feminine or neuter forms, and the singular form of nouns, pronouns
\nand verbs shall include the plural and vice versa.<\/p>\n

17<\/p>\n

\n

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be
\neffective as of the date first above written.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

INGRAM MICRO INC.<\/p>\n<\/td>\n<\/tr>\n

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

By:<\/p>\n<\/td>\n

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

Name:<\/p>\n<\/td>\n<\/tr>\n

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

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

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

Address:<\/p>\n<\/td>\n

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

Facsimile:<\/p>\n<\/td>\n

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

Attention:<\/p>\n<\/td>\n

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

With a copy to:<\/p>\n<\/td>\n<\/tr>\n

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

Address:<\/p>\n<\/td>\n

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

Facsimile:<\/p>\n<\/td>\n

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

Attention:<\/p>\n<\/td>\n

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

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

INDEMNITEE<\/p>\n<\/td>\n<\/tr>\n

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

Address:<\/p>\n<\/td>\n<\/tr>\n

\n

Facsimile:<\/p>\n<\/td>\n<\/tr>\n

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

With a copy to:<\/p>\n<\/td>\n<\/tr>\n

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

Address:<\/p>\n<\/td>\n<\/tr>\n

\n

Facsimile:<\/p>\n<\/td>\n<\/tr>\n

\n

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

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