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terms of this Restricted Stock Unit Award shall be binding on the executors,administrators, heirs and successors of Awardee.     **Section 5.****Termination or Suspension of Employment or Service****.**The followingprovisions shall apply in the event of Awardee’s termination of employment or service unless theCommittee shall have provided otherwise, either at the time of the grant of the Restricted StockUnit Award or thereafter.     (a) *Termination of Employment or Service for Cause or upon a Voluntary Termination*.Except as the Committee may at any time otherwise provide or as required to comply with applicablelaw, if Awardee’s employment or service with Micro or an Affiliate is terminated for Cause or ifAwardee voluntarily terminates employment (“Voluntary Termination”), the Restricted Stock UnitAward shall immediately be cancelled (forfeited) and Awardee shall not be entitled to receive anypayment thereunder.     (b) *Termination of Employment or Service by Micro or its Affiliates in General*.Except as the Committee may at any time otherwise provide or as required to comply with applicablelaw, if Awardee’s employment or service with Micro or an Affiliate is terminated for any reasonother than Voluntary Termination, Death, Disability, Retirement or Cause, Awardee’s right toreceive a payment under the Restricted Stock Unit Award shall be reduced from 100% of the paymentthat would be due if the Awardee remained employed throughout the Measurement Period to a fractionthereof whose numerator shall be the number of full months elapsed from the beginning of theMeasurement Period through the Termination Date (as defined inSection 5(f) below) and whosedenominator shall be 36; provided, however that if the numerator is less than 12, the RestrictedStock Unit Award shall immediately be cancelled (forfeited) and Awardee shall not be entitled toreceive any payment thereunder.     (c) *Death*. Except as the Committee may at any time otherwise provide or as requiredto comply with applicable law, if Awardee’s employment or service with Micro or an Affiliate isterminated by reason of death, his/her estate shall receive (at the time of the close of theMeasurement Period, and determination of Micro’s performance against the targets set forth inExhibit A) a full payment under the Restricted Stock Unit Award to which he/she would be entitledhad he/she remained employed through the end of the Measurement Period with payout based uponresults at the end of the Measurement Period.     (d) *Disability*. Except as the Committee may at any time otherwise provide or asrequired to comply with applicable law, if Awardee’s employment or service with Micro or anAffiliate is terminated by reason of Disability, for purposes of determining the payment he/she isentitled to receive under the Restricted Stock Unit Award, he/she shall be treated as continuing tobe employed through the end of the Measurement Period with payout based upon the results at the endof the Measurement Period. For purposes hereof, “Disability” means “permanent and totaldisability” as defined in Section 22(e)(3) of the Code or as determined by the Committee pursuantto applicable local law.     (e) *Retirement*. Except as the Committee may at any time otherwise provide or asrequired to comply with applicable law:          (i) If Awardee’s employment or service with Micro or an Affiliate is terminated by reason ofRetirement during the calendar year in which his/her award is granted, Awardee’s right to receive apayment under his/her Restricted Stock Unit Award shall be based on the number of full calendarmonths of participation as an Awardee through the Termination Date(as defined in Section 5(f)below) as the numerator, and whose denominator shall be 12.          (ii) If Awardee’s employment or service with Micro or an Affiliate is terminated by reason ofRetirement following the year in which the grant was awarded, he/she shall have the right toreceive his/her full payment under the Restricted Stock Unit Award, if any, to which he/she wouldbe entitled had he/she remained employed through the end of the Measurement Period with payoutbased upon results at the end of the Measurement Period.
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          (iii) Unless the Committee otherwise permits, the Committee has determined that the term“Retirement” means that Awardee’s employment has terminated other than by reason of death,Disability or Cause and that all the following criteria have been satisfied as of the TerminationDate (as defined in Section 5(f) below): either (1) Awardee is at least 65 years of age and hascompleted at least five years of service with Micro or an Affiliate, or (2) Awardee is at least 55years of age and has completed at least ten years of service with Micro or an Affiliate.     (f) *Effective Time of Termination*. Except as the Committee may otherwise determine,for purposes hereof, any termination of Awardee’s employment or service for any reason shall occuron the date such Awardee ceases to perform services for Micro or any Affiliate (the “TerminationDate”) without regard to whether such Awardee continues thereafter to receive any compensatorypayments therefrom or is paid salary thereby in lieu of notice of termination. The TerminationDate will not be extended by any notice period mandated under local law (*e.g.*, active employmentwould not include a period of “garden leave” or similar period pursuant to local law); Micro shallhave the exclusive discretion to determine the Termination Date for purposes of the RestrictedStock Unit Award.     **Section 6.****Restrictions on Issuance of Shares of Common Stock****.**Micro shall not beobligated to issue any Shares pursuant to this Restricted Stock Unit Award unless the Shares are atthat time effectively registered or exempt from registration under the U.S. Securities Act of 1933,as amended, and unless the issuance is in compliance with all applicable local securities or otherlaws.     **Section 7.****Responsibility for Taxes****.**Regardless of any action Micro or Awardee’semployer (the “Employer”) takes with respect to any or all income tax, social insurance, payrolltax, payment on account or other tax-related items related to Awardee’s participation in the Planand legally applicable to Awardee or deemed by Micro or the Employer to be an appropriate charge toAwardee even if technically due by Micro or the Employer (“Tax-Related Items”), Awardeeacknowledges that the ultimate liability for all Tax-Related Items is and remains Awardee’sresponsibility and may exceed the amount actually withheld by Micro or the Employer. Awardeefurther acknowledges that Micro and/or the Employer (1) make no representations or undertakingsregarding the treatment of any Tax-Related Items in connection with any aspect of the RestrictedStock Unit Award, including the grant, vesting or settlement of the Restricted Stock Unit Award,the issuance of Shares upon settlement of the Restricted Stock Unit Award, the subsequent sale ofShares acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends orother distributions, if any; and (2) do not commit to and are under no obligation to structure theterms of the grant or any aspect of the Restricted Stock Unit Award to reduce or eliminateAwardee’s liability for Tax-Related Items or achieve any particular tax result. Further, ifAwardee has become subject to tax in more than one jurisdiction between the date of grant and thedate of any relevant taxable event, Awardee acknowledges that Micro and/or the Employer (or formeremployer, as applicable) may be required to withhold or account for Tax-Related Items in more thanone jurisdiction.     Prior to any relevant taxable or tax withholding event, as applicable, Awardee will pay ormake adequate arrangements satisfactory to Micro and/or the Employer to satisfy all Tax-RelatedItems. In this regard, if permissible under local law, Awardee authorizes Micro and/or theEmployer, or their respective agents, at their sole discretion and pursuant to such procedures asthey may specify from time to time, to satisfy the obligations with regard to all applicableTax-Related Items by one or a combination of the following: (1) withholding from Awardee’s wages orother cash compensation paid to Awardee by Micro and/or the Employer; (2) withholding from proceedsof the sale of Shares acquired pursuant to the Restricted Stock Unit Award; either through avoluntary sale or mandatory sale arranged by Micro (on Awardee’s behalf pursuant to thisauthorization); or (3) withholding in Shares acquired pursuant to the Restricted Stock Unit Award.To avoid negative accounting treatment, Micro may withhold or account for Tax-Related Items byconsidering applicable minimum statutory withholding amounts or other applicable withholding rates.If the obligation for Tax-Related Items is satisfied by withholding in Shares as described herein,for tax purposes, Awardee is deemed to have been issued the full number of Shares subject to thevested Restricted Stock Unit Award, notwithstanding that a number of the Shares are held backsolely for the purpose of paying the Tax-Related Items due as a result of any aspect of Awardee’sparticipation in the Plan.
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     Finally, Awardee will pay to Micro or the Employer any amount of Tax-Related Items that Microor the Employer may be required to withhold as a result of Awardee’s participation in the Plan orAwardee’s acquisition of Shares that cannot be satisfied by the means previously described. Micromay refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Awardee fails tocomply with his or her obligations in connection with the Tax-Related Items.     **Section 8.****Adjustment****.**The number of Shares subject to this Restricted Stock UnitAward may be adjusted by Micro from time to time pursuant to the Plan.     **Section 9.****Nature of the Award****.**By accepting this Restricted Stock Unit Award,Awardee acknowledges that: (1) the Plan is established voluntarily by Micro, it is discretionary in nature andit may be modified, amended, suspended or terminated by Micro at any time;  (2) the grant of the Restricted Stock Unit Award is voluntary and occasional anddoes not create any contractual or other right to receive future grants of RestrictedStock Unit Award, or benefits in lieu of Restricted Stock Unit Awards, even ifRestricted Stock Unit Awards have been granted repeatedly in the past;  (3) all decisions with respect to future Restricted Stock Unit Award grants, ifany, will be at the sole discretion of Micro;  (4) participation in the Plan shall not create a right to further employment withthe Employer and shall not interfere with the ability of the Employer to terminateAwardee’s employment relationship at any time with or without cause;  (5) participating in the Plan is voluntary;  (6) the Restricted Stock Unit Award and the Shares subject to the Restricted StockUnit Award are extraordinary items that do not constitute compensation of any kind forservices of any kind rendered to Micro or the Employer, and which is outside the scopeof Awardee’s employment contract, if any;  (7) the Restricted Stock Unit Award and the Shares subject to the Restricted StockUnit Award are not intended to replace any pension rights or compensation;  (8) the Restricted Stock Unit Award and the Shares subject to the Restricted StockUnit Award are not part of normal or expected compensation or salary for any purpose,including, but not limited to, calculating any severance, resignation, termination,redundancy, dismissal, end of service payments, bonuses, long-service awards, pension,welfare or retirement benefits or similar payments, and in no event should beconsidered as compensation for, or relating in any way to, past services to Micro, theEmployer or any subsidiary or Affiliate of Micro;  (9) the Restricted Stock Unit Award and Awardee’s participation in the Plan willnot be interpreted to form an employment contract or relationship with Micro, theEmployer or any subsidiary or Affiliate of Micro;  (10) the future value of the underlying Shares is unknown and cannot be predictedwith certainty;  (11) in consideration of the grant of the Restricted Stock Unit Award, no claim orentitlement to compensation or damages shall arise from forfeiture of the RestrictedStock Unit Award resulting
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   from termination of Awardee’s employment with Micro or the Employer (for any reasonwhatsoever and whether or not in breach of local labor laws) and Awardee irrevocablyreleases Micro and the Employer from any such claim that may arise; if,notwithstanding the foregoing, any such claim is found by a court of competentjurisdiction to have arisen, Awardee shall be deemed irrevocably to have waivedAwardee’s entitlement to pursue such claim; (12) the vesting of any Restricted Stock Unit Award ceases upon termination ofemployment, or other cessation of eligibility to vest for any reason, except as mayotherwise be explicitly provided in the Plan document or this Award Agreement;  (13) Awardee acknowledges that this Award Agreement is between Awardee and Micro,and that the Employer is not a party to this Award Agreement; and  (14) Awardee agrees to provide Micro with any data requested if Awardee is a mobileemployee to facilitate the proper withholding and reporting by Micro and/or theEmployer, as applicable.     **Section 10.****No Advice Regarding Grant.** Micro is not providing any tax, legal orfinancial advice, nor is Micro making any recommendations regarding Awardee’s participation in thePlan or the acquisition or the sale of the underlying Shares. Awardee is hereby advised to consultwith personal tax, legal and financial advisors regarding participation in the Plan before takingany action related to the Plan.     **Section 11.****Data Privacy.*****Awardee explicitly and unambiguously consents to thecollection, use and transfer, in electronic or other form, of Awardee’s personal data as describedin this Award Agreement and any other Restricted Stock Unit Award grant materials by and among, asapplicable, the Employer, Micro and its subsidiaries and Affiliates for the exclusive purpose ofimplementing, administering and managing Awardee’s participation in the Plan.***     ***Awardee hereby understands that Micro and the Employer may hold certain personal informationabout the Awardee, including, but not limited to, Awardee’s name, home address and telephonenumber, date of birth, employee identification number or other identification number, salary,nationality, job title, any shares of stock or directorships held in Micro, details of allrestricted stock units or any other entitlement to shares of stock awarded, canceled, exercised,vested, unvested or outstanding in Awardee’s favor, for the exclusive purpose of implementing,administering and managing the Plan (“Data”). Awardee hereby understands that Data may betransferred to any third parties assisting Micro with the implementation, administration andmanagement of the Plan, that these recipients may be located in Awardee’s country or elsewhere, andthat the recipient’s country may have different data privacy laws and protections than Awardee’scountry. Awardee hereby understands that Awardee may request a list with the names and addressesof any potential recipients of the Data by contacting Awardee’s local human resourcesrepresentative. Awardee authorizes the recipients to receive, possess, use, retain and transferthe Data, in electronic or other form, for the sole purpose of implementing, administering andmanaging the Awardee’s participation in the Plan, including any requisite transfer of such Data asmay be required to a broker or other third party with whom Awardee may elect to deposit any Sharesacquired upon vesting of the Restricted Stock Unit Award. Awardee hereby understands that Datawill be held only as long as is necessary to implement, administer and manage the Awardee’sparticipation in the Plan as determined by Micro. Awardee hereby understands that Awardee may, atany time, view Data, request additional information about the storage and processing of Data,require any necessary amendments to Data or refuse or withdraw the consents herein, in any casewithout cost, by contacting in writing Awardee’s local human resources representative. Awardeehereby understands, however, that refusing or withdrawing the Awardee’s consent may affect theAwardee’s ability to participate in the Plan. For more information on the consequences ofAwardee’s refusal to consent or withdrawal of consent, Awardee understands that he or she maycontact his or her human resources representative responsible for Awardee’s country at the local orregional level.***     **Section 12.****No Rights Until Issuance****.**Awardee shall have no rights hereunder as ashareholder with respect to any Shares subject to this Restricted Stock Unit Award until the dateof the issuance of the stock certificate for such Shares.
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     **Section 13.****Entire Agreement****.**The Plan is incorporated herein by reference. The Planand this Award Agreement constitute the entire agreement of the parties with respect to the subjectmatter hereof and supersede in their entirety all prior undertakings and agreements between theAwardee and Micro with respect to the subject matter hereof, and may not be modified adversely tothe Awardee’s interest except by means of a writing signed by the Awardee and Micro.     **Section 14.****Governing Law and Venue****.**The grant of this Restricted Stock Unit Awardand this Award Agreement shall be governed by and construed according to the laws of the State ofDelaware without regard to its principles of conflicts of laws as provided in the Plan. Anyproceeding arising out of or relating to this Award Agreement or the Plan may be brought only inthe state or federal courts located in Orange County, California where this grant is made and/or tobe performed, and the parties to this Award Agreement hereby submit to and consent to the exclusivejurisdiction of such courts.     **Section 15.****Amendment****.**This Restricted Stock Unit Award may be amended as provided inthe Plan.     **Section 16.****Plan and Prospectus****.**This Restricted Stock Unit Award is subject to allthe terms of the Plan and the related prospectus, a copy of which has been received by the Awardee.     **Section 17.****Binding Agreement; Interpretation****.**By accepting the grant of thisRestricted Stock Unit Award evidenced hereby, the Awardee and Micro agree that this RestrictedStock Unit Award is granted under and governed by the terms and conditions of the Plan and thisAward Agreement. The Awardee has reviewed the related prospectus and this Award Agreement in theirentirety, has had an opportunity to obtain the advice of counsel prior to accepting the RestrictedStock Unit Award and fully understands all provisions of the related prospectus and AwardAgreement. The Awardee agrees to accept as binding, conclusive and final all decisions orinterpretations of the Committee upon any questions relating to the Plan and Award Agreement.     **Section 18.****Language****.**Awardee acknowledges that Awardee may be executing part or allof the Award Agreement in English and agrees to be bound accordingly. If the Awardee has receivedthis or any other document related to the Plan translated into a language other than English and ifthe meaning of the translated version is different than the English version, the English versionwill control.     **Section 19.****Electronic Delivery****.**Micro may, in its sole discretion, decide to deliverany documents related to current or future participation in the Plan by electronic means. TheAwardee hereby consents to receive such documents by electronic delivery and agree to participatein the Plan through an on-line or electronic system established and maintained by Micro or anotherthird party designated by Micro.     **Section 20.****Severability****.**The provisions of this Award Agreement are severable and ifany one or more provisions are determined to be illegal or otherwise unenforceable, in whole or inpart, the remaining provisions shall nevertheless be binding and enforceable.     **Section 21.****Code Section 409A****.**To the extent applicable, this Award Agreement shallincorporate the terms and conditions required by Section 409A of the Code and be interpreted inaccordance with Section 409A of the Code and Department of Treasury regulations and otherinterpretive guidance issued thereunder. Notwithstanding any provision of this Award Agreement orthe Plan to the contrary, in the event that following the date of grant, the Committee determinesthat it may be necessary or appropriate to do so, the Committee may adopt such amendments to thisAward Agreement or the Plan or adopt other policies and procedures (including amendments, policiesand procedures with retroactive effect), or take any other actions, that the Committee determinesare necessary or appropriate to (a) exempt the Restricted Stock Unit Award from Section 409A of theCode and/or preserve the intended tax treatment of the benefits provided with respect to theRestricted Stock Unit Award, or (b) comply with the requirements of Section 409A of the Code andrelated Department of Treasury guidance and thereby avoid the application of penalty taxes underSection 409A of the Code.
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     **Section 22.****Addendum A****.**Notwithstanding any provisions in this Award Agreement, thegrant of the Restricted Stock Unit Award shall be subject to any special terms and conditions setforth in the Addendum A to this Award Agreement for Awardee’s country. Moreover, if Awardeerelocates to another country for which there is an Addendum A, the special terms and conditions ofthe Addendum A for such country will apply to Awardee, to the extent Micro determines that theapplication of such terms and conditions is necessary or advisable in order to comply with locallaw or facilitate the administration of the Plan, and Micro will provide Awardee with the AddendumA of the country to which Awardee relocated. See attached Addendum A, if applicable, and ifapplicable, constitutes part of this Award Agreement.      **INGRAM MICRO INC.**