{"id":43586,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/separation-agreement-ceo-ingram-micro-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-ceo-ingram-micro-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/separation-agreement-ceo-ingram-micro-inc.html","title":{"rendered":"Separation Agreement – CEO – Ingram Micro Inc."},"content":{"rendered":"

SEPARATION AGREEMENT <\/u><\/strong><\/p>\n

THIS SEPARATION AGREEMENT (this “Agreement<\/em><\/strong>“) is
\nentered into by and between Gregory M. E. Spierkel
\n(“Associate<\/em><\/strong>“) and Ingram Micro Inc., a Delaware
\ncorporation (“IMI<\/em><\/strong>“), effective as of April 2, 2012.\n<\/p>\n

WHEREAS, Associate and IMI have previously agreed that Associate153s employment
\nwith IMI is on an “at-will” basis, such that either Associate or IMI may
\ndissolve the employment relationship at any time for any reason, with or without
\nnotice, as reflected in that certain employment offer letter, dated as of April
\n7, 2005 (the “Employment Offer Letter<\/em><\/strong>“), which also
\nprovides for Associate153s employment as Chief Executive Officer of IMI;<\/p>\n

WHEREAS, IMI granted to Associate the following performance-vested restricted
\nstock unit awards pursuant to certain restricted stock unit award agreements
\nbetween Associate and IMI (collectively, the “RSU Award
\nAgreements<\/em><\/strong>“) under the Ingram Micro Inc. Amended and Restated 2003
\nEquity Incentive Plan (the “Plan<\/em><\/strong>“): 109,966 shares
\n(EPS & ROIC) and 73,311 shares (PBT) granted on March 1, 2010, pursuant to
\nthe 2010 Executive Long-Term Performance Share Program, and 139,998 shares (EPS
\n& ROIC) and 93,332 shares (PBT) granted on March 1, 2011 (collectively, the
\n“RSU Awards<\/em><\/strong>“);<\/p>\n

WHEREAS, pursuant to certain stock option agreements between Associate and
\nIMI (collectively, the “Stock Option Agreements<\/em><\/strong>“), IMI
\ngranted to Associate certain stock options to acquire shares of IMI153s common
\nstock under the Plan, of which a total of 1,067,469 shares underlying such stock
\noptions are vested and exercisable as of April 2, 2012 (collectively, the
\n“Stock Options<\/em><\/strong>“); and<\/p>\n

WHEREAS, Associate and IMI have determined to provide for the termination of
\nAssociate153s employment with IMI on the terms and conditions set forth herein.\n<\/p>\n

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
\npromises and agreements contained in this Agreement, and for other good and
\nvaluable consideration, the receipt and adequacy of which are hereby
\nacknowledged, the parties hereto agree as follows:<\/p>\n\n\n\n
\n

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

\n

Termination of Employment and Employment Offer Letter<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

Associate and IMI hereby acknowledge, agree and reaffirm that Associate has
\nseparated from his position as Chief Executive Officer of IMI effective January
\n20, 2012, and Associate shall remain employed with IMI to assist with the
\ntransition until April 15, 2012 (the “Separation
\nDate<\/em><\/strong>“).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

Effective as of the Separation Date, Associate153s employment with IMI and its
\nsubsidiaries and affiliates shall terminate. In addition, effective as of the
\nSeparation Date, Associate shall resign from his position as a member of the
\nBoard of Directors of IMI. On and after the Separation Date, Associate shall
\ncease to be an employee or agent of IMI or any entity affiliated with IMI, and
\nshall have no authority to bind IMI or any such affiliate or act on behalf of
\nIMI or any such affiliate as an associate or employee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

As of the Separation Date, the Employment Offer Letter shall automatically
\nterminate and be of no further force and effect, and neither IMI nor Associate
\nshall have any further obligations thereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

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

\n

Accrued Obligations<\/u>. IMI shall pay Associate all earned but unpaid
\nwages and unreimbursed expenses relating to the period prior to the Separation
\nDate, subject to applicable payroll and tax withholding requirements, through
\nIMI153s normal payroll procedures in accordance with applicable law.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Severance<\/u>. Associate and IMI hereby acknowledge and agree that
\nAssociate153s termination of employment with IMI and its subsidiaries and
\naffiliates hereunder shall be treated as a termination by IMI without “Cause”
\nfor purposes of, and as defined in, the Ingram Micro Inc. Executive Officer
\nSeverance Policy (the “Policy<\/em><\/strong>,” a copy of which is
\nattached hereto as Exhibit A<\/u>). Pursuant to the terms and conditions of
\nthe Policy and in consideration of Associate153s continuing obligations under this
\nAgreement, IMI shall pay or provide to Associate the following severance
\npayments and benefits in accordance with the Policy:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

Severance Payment<\/u>. IMI shall pay to Associate a lump-sum cash payment
\nin an amount equal to $2,479,167, which the parties acknowledge and agree
\nrepresents the severance amount payable pursuant to Section 3.2.1 of the Policy,
\nwithin 60 days after the Separation Date, subject to applicable tax and related
\npayroll withholding requirements.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

Pro-Rated Annual Bonus<\/u>. Pursuant to Section 3.2.2 of the Policy,
\nAssociate shall receive a prorated portion of his unpaid Annual Executive
\nIncentive Award for fiscal 2012 (“Annual Bonus<\/em><\/strong>“), if
\nany, based on the number of calendar days of participation in the Annual Bonus
\nprogram measurement period through the Separation as the numerator (106 days),
\nand whose denominator shall be 365. This amount will be calculated and paid
\nafter the close of IMI153s 2012 fiscal year at such time and in the same manner as
\nAnnual Bonus payments, if any, are made to actively employed executive officers.
\nThis amount will be calculated based on actual performance achieved during IMI153s
\n2012 fiscal year relative to the performance objectives set forth in the 2012
\nIngram Micro Inc. Annual Executive Incentive Award Program.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

Continued Health Benefit<\/u>. Pursuant to Section 3.2.3 of the Policy,
\nduring the period commencing on the Separation Date and ending on the earlier of
\nJune 15, 2013 or such date as Associate becomes eligible for coverage under the
\ngroup health plan of another employer (the “Continuation
\nPeriod<\/em><\/strong>“), IMI will provide the continuation of, and pay 100% of
\nthe premiums for, the IMI-sponsored health and welfare benefits of medical
\ninsurance, dental insurance and vision insurance for Associate and his enrolled
\ndependents, provided, however, that if any plan pursuant to which such benefits
\nare provided is not, or ceases prior to the expiration period of the
\nContinuation Period to be, exempt from the application of Section 409A of the
\nInternal Revenue Code of 1986, as amended (the
\n“Code<\/em><\/strong>“) under Treasury Regulation Section
\n1.409A-1(a)(5), then an amount equal to each remaining premium subsidy shall
\nthereafter be paid to Associate as currently taxable compensation in
\nsubstantially equal monthly installments over the Continuation Period (or
\nremaining portion thereof). Associate acknowledges and agrees that he must
\nenroll in COBRA continuation coverage upon receipt of enrollment materials from
\nIMI153s current COBRA administrator (Vita) in order for IMI to pay for the cost of
\nCOBRA continuation coverage during the Continuation Period as set forth in this
\nSection 3(c). IMI will provide under separate cover further information to
\nAssociate regarding COBRA continuation coverage and other conversion and\/or
\ncontinuation rights. Following the expiration of the Continuation Period, any
\nfurther continuation of such coverage under applicable law (if any) shall be at
\nAssociate153s sole expense;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

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

provided, however, that upon expiration of Associate153s COBRA continuation
\ncoverage, Associate and his enrolled dependents shall be eligible to participate
\nin the Ingram Micro Inc. Executive Retiree Medical Plan, as may be amended from
\ntime to time, pursuant to the terms and conditions set forth therein. However,
\ncoverage for long-term and short-term disability insurance and other benefits,
\nincluding, without limitation, basic life insurance, accidental death and
\ndismemberment insurance and supplemental life insurance will end on the
\nSeparation Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

Outplacement Services<\/u>. Pursuant to Section 3.2.4 of the Policy, IMI
\nwill provide Associate with a paid outplacement program for up to one (1) year
\nfollowing the Separation Date, up to a maximum cost to IMI of $20,000. The
\nselection of the outplacement assistance firm shall be at the discretion of IMI.
\nAssociate may not select a cash payment in lieu of this benefit.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding the foregoing, IMI shall not be obligated to provide
\nAssociate with any of the severance payments and benefits described in
\nparagraphs (a) : (d) above until such time as this Agreement has been finally
\naccepted by Associate and Associate153s right to revoke Associate153s acceptance has
\nlapsed pursuant to Section 15 hereof.<\/p>\n\n\n\n
\n

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

\n

RSU Awards<\/u>. Associate and IMI hereby acknowledge and agree that
\nAssociate will attain age 55 and complete 14 full years of service with IMI as
\nof the Separation Date. Associate and IMI further acknowledge and agree that
\nAssociate153s termination of employment with IMI and its subsidiaries and
\naffiliates hereunder shall be treated as a “retirement” for purposes of, and as
\ndescribed in, each of the RSU Award Agreements. The preceding sentence shall be
\nand is hereby incorporated in and forms a part of each of the RSU Award
\nAgreements, and, except as set forth herein, the RSU Award Agreements shall
\nremain unchanged and in full force and effect. Pursuant to the terms and
\nconditions of the Policy, the RSU Awards shall become payable in accordance with
\nthe terms of the respective RSU Award Agreement, as modified herein, and the
\nPlan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Stock Options<\/u>. Associate and IMI hereby acknowledge and agree that
\nAssociate will attain age 55 and complete 14 full years of service with IMI as
\nof the Separation Date. Associate and IMI further acknowledge and agree that
\nAssociate153s termination of employment with IMI and its subsidiaries and
\naffiliates hereunder shall be treated as a “retirement” for purposes of, and as
\ndescribed in, each of the Stock Option Agreements. The preceding sentence shall
\nbe and is hereby incorporated in and forms a part of each of the Stock Option
\nAgreements, and, except as set forth herein, the Stock Option Agreements shall
\nremain unchanged and in full force and effect. Pursuant to the terms and
\nconditions of the Policy, the Stock Options shall be governed by the terms of
\nthe respective Stock Option Agreement, as modified herein, and the Plan. As
\nsuch, subject to any trading blackouts pursuant to IMI153s Securities Trading
\nGuidelines and\/or U.S. securities law requirements, Associate shall have the
\nright to exercise each Stock Option, to the extent vested as of the Separation
\nDate, through the five year anniversary of the Separation Date, unless such
\nStock Option expires at an earlier date per the terms of the respective Stock
\nOption Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Retirement Plans<\/u>. Participation in the IMI 401(k) Investment Savings
\nPlan and the IMI Supplemental Investment Savings Plan will cease on the
\nSeparation Date. Payment of accrued benefits and account balances in these plans
\nwill be made in accordance with the plans153 provisions and Associate153s
\ndistribution election forms on file as of the Separation Date, subject, however,
\nto any applicable 6-month delay required under Section 409A of the Code (as
\ndescribed in Section 24(a) hereof).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n\n\n\n
\n

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

\n

Non-disclosure<\/u>. Associate acknowledges Associate153s obligation not to
\ndisclose, during or after employment, any trade secrets or proprietary and\/or
\nconfidential data or records of IMI or its affiliates or to utilize any such
\ninformation for private profit. Each of the parties hereto agrees that such
\nparty will not release, publish, announce or otherwise make available to the
\npublic in any manner whatsoever any information or announcement regarding this
\nAgreement or the transactions contemplated hereby without the prior written
\nconsent of the other party hereto, except as required by law or legal process,
\nincluding, in the case of IMI, filings with the Securities and Exchange
\nCommission. Associate agrees not to communicate with, including responding to
\nquestions or inquiries presented by, the media, employees or investors of IMI,
\nits affiliates or any third party relating to the terms of this Agreement,
\nwithout first obtaining the prior written consent of IMI. Notwithstanding the
\nforegoing, Associate may make disclosure to Associate153s attorneys and financial
\nadvisors of the existence and terms of this Agreement provided that they agree
\nto be bound by the provisions of this Section 7. Each party agrees not to make
\nstatements or take any action to dissipate or negatively affect the reputation
\nof the other with employees, customers, suppliers, competitors, vendors,
\nstockholders or lenders of IMI, its affiliates or any third party.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Return of Property<\/u>. Associate acknowledges Associate153s obligation to
\npromptly return to IMI all property of IMI in Associate153s possession including,
\nwithout limitation, PDAs, keys, IMI employee identification card, credit cards,
\ncell phones, pagers, computers, office equipment, documents and files and
\ninstruction manuals on or before the Separation Date, or earlier if so requested
\nby IMI; provided, however, that Associate may retain possession of the
\nBlackberry “Torch” he is currently using, as well as his Lenovo laptop, and
\nrouter in use at his personal residence. Associate will cooperate with IMI in
\nhaving all proprietary IMI information removed from said Blackberry “Torch” and
\nLenovo laptop prior to the Separation Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Associate153s Obligations<\/u>. In consideration of the payments to be made
\nto and the benefits to be received by Associate hereunder, Associate and IMI
\nhave further agreed as follows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

Associate will not (i) directly or indirectly make known to any person, firm,
\ncorporation, partnership or other entity, any list, listing or other compilation
\nor document, whether prepared or maintained by Associate, IMI or any of IMI153s
\naffiliates, which contains information that is confidential to IMI or any of its
\naffiliates about IMI153s customers, vendors and\/or partners, including but not
\nlimited to names and addresses, or (ii) through June 15, 2013 call on or
\nsolicit, or attempt to call on or solicit, in either case with the intent to
\ndivert business from IMI or any of its affiliates, any of IMI153s customers and\/or
\npartners with whom Associate has become acquainted during Associate153s employment
\nwith IMI or any of its affiliates, either for Associate153s own benefit or for the
\nbenefit of any other person, firm, corporation, partnership or other entity.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

Through June 15, 2013, Associate will not, and will use Associate153s best
\nefforts not to permit any person, firm, corporation, partnership or other entity
\nof which Associate is an officer or control person to (i) knowingly solicit,
\nentice, or persuade any associates of IMI or any of its affiliates
\n(“IMI Associates<\/em><\/strong>“) to leave the services of IMI or any
\nof its affiliates for any reason, or (ii) solicit for employment, hire, or
\nengage any IMI Associate as an employee, independent contractor or consultant.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Rights in Event of Breach<\/u>. In the event of Associate153s material breach
\nof this Agreement (excluding breach of this Agreement due to death or total
\ndisability), in addition to all<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

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

other rights and remedies to which IMI may be entitled by law or in equity,
\nIMI shall have no obligation to make any further payments hereunder or permit
\nany restricted stock units to continue to be earned or vested or any vested
\nstock options to be exercised.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Injunctive Relief<\/u>. Irreparable harm will be presumed if Associate
\nbreaches any covenant in this Agreement and damages may be very difficult to
\nascertain. In light of these facts, Associate agrees that any court of competent
\njurisdiction should immediately enjoin any breach of this Agreement upon the
\nrequest of IMI, and Associate specifically releases IMI from the requirement of
\nposting any bond in connection with temporary or interlocutory injunctive
\nrelief, to the extent permitted by law. The granting of injunctive relief by any
\ncourt shall not limit IMI153s right to recover any amounts previously paid to
\nAssociate under this Agreement or any damages incurred by it due to a breach of
\nthis Agreement by Associate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Release by Associate<\/u>. Associate hereby fully, finally and irrevocably
\ndischarges IMI and each of its affiliates, and each present, former and future
\ndirector, officer and employee of IMI and its affiliates and any parent,
\nsubsidiary, affiliate or shareholder thereof (the “IMI Released
\nParties<\/em><\/strong>“) from all manner of claims, actions, causes of action or
\nsuits, in law or in equity, which Associate has or may have, known or unknown,
\nagainst the IMI Released Parties, or any of them, by reason of any matter, cause
\nor thing whatsoever, including any action arising from or during Associate153s
\nemployment with IMI and any of its affiliates, resulting from or relating to
\nAssociate153s employment or the termination thereof, or relating to Associate153s
\nstatus as an officer, director, employee or participant in any employee benefit
\nplan of IMI or any of its affiliates, provided, however, that the foregoing:\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

is not intended to be, and shall not constitute, a release of any right of
\nAssociate to obtain indemnification and reimbursement of expenses from IMI
\nReleased Parties or any of its affiliates with respect to claims based upon or
\narising from alleged or actual acts or omissions of Associate as an officer,
\ndirector or employee of IMI Released Parties or any of its affiliates to the
\nfullest extent provided by law or in any applicable certificate of
\nincorporation, by law or contract, and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

shall not release IMI Released Parties from liability for violations of this
\nAgreement after the date hereof.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

From and after the date hereof, Associate agrees and covenants not to sue, or
\nthreaten suit against, or make any claim against, any IMI Released Party for or
\nalleging any of the claims, actions, causes of action or suits dischared above.
\nAssociate acknowledges that this release includes, but is not limited to, all
\nclaims arising under federal, state, local or foreign laws prohibiting employer
\ndiscrimination and all claims growing out of any legal restrictions on the
\nrights of IMI or any of its affiliates to terminate its employees. Associate
\nalso specifically waives and releases all claims of employment discrimination
\nand all rights available to Associate under the Age Discrimination in Employment
\nAct (ADEA), as amended, Title VII of the Civil rights Act of 1964, as amended,
\nor any other Federal discrimination law, the Fair Labor Standards Act, the
\nCalifornia Fair Employment and Housing Act, and any other federal and\/or state
\nemployment laws. Such claims being released include, by way of example and not
\nlimitation, any claim of race, sex, sexual orientation, age, national origin,
\ndisability, marital status and\/or religious discrimination, any claim for breach
\nof contract, and\/or claim for wrongful discharge. Associate further agrees that
\nif any claim is prosecuted in Associate153s name before any court or
\nadministrative agency, Associate waives and agrees not to take any award of
\nmoney or other damages from such suit.<\/p>\n

5<\/p>\n

\n\n\n\n
\n

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

\n

Waiver<\/u>. Associate hereby expressly waives and relinquishes all rights
\nand benefits under Section 1542 of the California Civil code which provides:\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“Section 1542. General Release : Claim extinguished. A general release does
\nnot extend to claims which the creditor does not know or suspect to exist in his
\nfavor at the time of executing the release, which if known by him must have
\nmaterially affected his settlement with the debtor.”<\/p>\n

Associate understands and acknowledges that the significance and consequence
\nof this waiver of Section 1542 of the Civil Code is that even if Associate
\nshould eventually suffer additional damages arising out of Associate153s
\nemployment relationship with IMI, or Associate153s termination of employment,
\nAssociate will not be permitted to make any claim for those damages.
\nFurthermore, Associate acknowledges that Associate intends these consequences
\neven as to claims for injuries and\/or damages that may exist as of the
\nSeparation Date but which Associate does not know exist, and which, if known,
\nwould materially affect Associate153s decision to execute this Agreement.<\/p>\n\n\n\n
\n

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

\n

Sole Remedy<\/u>. Associate agrees that, in the event IMI breaches any
\nprovision of this Agreement, Associate153s sole remedy for such breach shall be
\nenforcement of the terms of this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Right to Revoke<\/u>. Associate acknowledges that Associate has the right
\nto seek legal counsel, and was advised to seek such counsel, before entering
\ninto this Agreement. Associate shall have twenty-one (21) days in which to
\nexecute and return this Agreement to IMI. Associate further understands that
\nAssociate has the right to revoke this Agreement at any time within seven (7)
\ndays of execution of this Agreement by written notice sent by certified mail and
\nreceived by IMI prior to expiration of the seventh day, whereupon this Agreement
\nshall be null and void as of its inception. In the event that Associate does not
\nexecute and return this Agreement within such twenty-one (21) day period, the
\noffer contained in this Agreement shall be revoked and IMI shall not be bound by
\nany terms or conditions contained herein. If this Agreement is revoked by
\nAssociate, IMI shall have no obligation to make the payments or provide the
\nbenefits described in Sections 3(a) : (d) hereof; and in the event Associate
\nrevokes this Agreement after IMI has paid all or any portion of the sum
\ndescribed in Sections 3(a) : (d) hereof, Associate shall immediately return the
\ntotal amount said sum in full to IMI.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Definition of Affiliate<\/u>. An “affiliate<\/em><\/strong>” of
\nIMI for purposes of this Agreement shall include any corporation or business
\nentity in which IMI owns, directly or indirectly, at least 15% of the
\noutstanding equity interest.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Enforceability<\/u>. If any provision of this Agreement shall be held
\ninvalid or unenforceable, the remainder of this Agreement shall nevertheless
\nremain in full force and effect. If any provision is held invalid or
\nunenforceable with respect to a particular circumstance, it shall nevertheless
\nremain in full force and effect in all other circumstances.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Notices<\/u>. Any notices, requests, demands and other communications
\nrequired or permitted to be given or made hereunder shall be in writing and
\nshall be deemed to have been duly given (a) on the date delivered if personally
\ndelivered, (b) on the third day after deposit in the U.S. mail or with a
\nreputable air courier service, properly addressed with<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6<\/p>\n

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

postage or charges prepaid, or (c) on the date transmitted by telefax if the
\nsender receives electronic confirmation of receipt of such telefax, to the
\naddress or telefax number of IMI or Associate, as the case may be, set forth on
\nthe signature page.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Governing Law\/Venue<\/u>. This Agreement shall be governed by California
\nlaw and applicable Federal law, without regard to the choice or conflict of law
\nprovisions thereof. The venue for any lawsuit arising as a result of this
\nAgreement shall be in the courts of Santa Ana, CA.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

No Admission<\/u>. Associate understands and agrees that the making of the
\npromises contained in this Agreement is in no way an admission that IMI violated
\nany Federal or state laws or regulations, or violated any other obligation it
\nhas or may have had to Associate. Rather, IMI is making these promises solely in
\nexchange for Associate153s promises to IMI.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Section Titles<\/u>. The section titles used in this Agreement are for
\nconvenience only and do not define or limit the contents of any section.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Successors and Assigns<\/u>. This Agreement shall be binding upon, and
\nshall inure to the benefit of, the heirs of Associate and the successors and
\nassigns of IMI.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Arbitration<\/u>. Any controversy or claim arising out of or relating to
\nthis Agreement or the Policy shall be submitted to binding arbitration in
\naccordance with the terms and procedures set forth in Section 3.13 (Arbitration)
\nof the Policy.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Section 409A<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

Notwithstanding anything to the contrary in this Agreement, if Associate is a
\n“specified employee” on the date of Associate153s “separation from service” (each
\nterm as defined in Section 409A of the Code, as determined by IMI in accordance
\nwith Section 409A of the Code, and the deferral of the commencement of any
\npayments or benefits otherwise payable hereunder as a result of such separation
\nfrom service is necessary in order to prevent any accelerated or additional tax
\nunder Section 409A of the Code, then IMI will defer the commencement of the
\npayment of any such payments or benefits hereunder (without any reduction in the
\npayments or benefits ultimately paid or provided to Associate) until the date
\nthat is at least six (6) months following Associate153s separation from service
\nwith IMI (or the earliest date permitted under Section 409A of the Code),
\nwhereupon IMI will pay Associate a lump-sum amount equal to the cumulative
\namounts that would have otherwise been previously paid to Associate under this
\nAgreement during the period in which such payments or benefits were deferred.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

With respect to the provisions of this Agreement which provide for
\n“nonqualified deferred compensation” within the meaning of Section 409A of the
\nCode, this Agreement is intended to comply with the provisions of Section 409A
\nof the Code and the Regulations thereunder and shall be so interpreted,
\nconstrued and administered.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

In the event that following the date hereof IMI or Associate reasonably
\ndetermines that any compensation or benefits payable under this Agreement may be
\nsubject to Section 409A of the Code, IMI and Associate shall work together to
\nadopt such amendments to this Agreement or adopt other policies or procedures
\n(including amendments, policies and procedures with retroactive effect), or take
\nany other commercially reasonable actions necessary or appropriate, to (i)
\nexempt the compensation and benefits payable<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

7<\/p>\n

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

under this Agreement from Section 409A of the Code and\/or preserve the
\nintended tax treatment of the compensation and benefits provided with respect to
\nthis Agreement or (ii) comply with the requirements of Section 409A of the Code
\nand related Department of Treasury guidance.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Executive Officer Severance Policy<\/u>. Associate hereby acknowledges and
\nagrees to be bound by and comply with all terms and conditions of the Policy,
\nincluding, without limitation, Section 3.12 (Return of Payment) thereunder. In
\nthe event any of the terms or conditions of this Agreement should conflict with
\nthe terms and conditions of the Policy, the Policy shall govern.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Compensation Recovery Policy<\/u>. Associate hereby acknowledges and agrees
\nto be bound by and comply with all terms and conditions of the IMI Compensation
\nRecovery Policy, a copy of which is attached hereto as Exhibit B<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

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

\n

Entire Agreement; Modification<\/u>. This Agreement represents the final
\nand entire agreement among the parties with respect to the subject matter hereof
\nand supersedes all prior agreements, negotiations and discussions between the
\nparties hereto; provided, however<\/em>, that notwithstanding the foregoing,
\nthis Agreement shall not supersede or otherwise affect that certain
\nIndemnification Agreement, dated as of December 1, 2011, between IMI and
\nAssociate which shall remain in full force and effect. This Agreement may not be
\nmodified except in writing signed by the parties.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature page follows] <\/em><\/p>\n

8<\/p>\n

\n

Delivered to Associate by IMI on April 9, 2012 and executed by Associate on
\nthe date set below. Please return the signed agreement to Lynn Jolliffe.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

“Associate”<\/p>\n<\/td>\n<\/tr>\n

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

Date: April 9, 2012<\/p>\n<\/td>\n

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

\/s\/ Gregory M. E. Spierkel<\/p>\n<\/td>\n<\/tr>\n

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

Gregory M. E. Spierkel<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

25246 Rockridge Road<\/p>\n<\/td>\n<\/tr>\n

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

Laguna Hills, CA 92653<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

(949) 916-8847<\/p>\n<\/td>\n<\/tr>\n

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

“IMI”<\/p>\n<\/td>\n

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

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

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

a Delaware Corporation<\/p>\n<\/td>\n<\/tr>\n

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

Date: April 9, 2012<\/p>\n<\/td>\n

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

\/s\/ Lynn Jolliffe<\/p>\n<\/td>\n<\/tr>\n

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

Lynn Jolliffe<\/p>\n<\/td>\n<\/tr>\n

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

Executive Vice President, Human Resources<\/p>\n<\/td>\n<\/tr>\n

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

Ingram Micro Inc.<\/p>\n<\/td>\n<\/tr>\n

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

1600 E. St. Andrew Place<\/p>\n<\/td>\n<\/tr>\n

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

Santa Ana, CA 92705<\/p>\n<\/td>\n<\/tr>\n

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

Tel: (714) 566-1000<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

S-1<\/p>\n

\n

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

Executive Officer Severance Policy <\/u><\/p>\n

A-1<\/p>\n

\n

EXHIBIT B <\/u><\/strong><\/p>\n

Compensation Recovery Policy <\/u><\/p>\n

B-1<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7858],"corporate_contracts_industries":[],"corporate_contracts_types":[9622,9628],"class_list":["post-43586","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ingram-micro-inc","corporate_contracts_types-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43586","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43586"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43586"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43586"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43586"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}