exv10w2






 





EXHIBIT 10.2



 




    INGRAM
    MICRO INC.

    2008 EXECUTIVE INCENTIVE PLAN



 



    This Ingram Micro Inc. 2008 Executive Incentive Plan (the
    “Plan”) constitutes an amendment and
    restatement of the Ingram Micro Inc. Executive Incentive Plan,
    which was adopted effective as of February 12, 2002,
    subject to approval by the shareholders of Ingram Micro Inc.
    (the “Company”), which approval was obtained on
    May 30, 2002. This Plan shall be effective as of
    June 6, 2007, subject to approval by the Company’s
    shareholders.



 



    1. Purpose.   The principal purpose of the
    Ingram Micro Inc. Executive Incentive Plan (the
    “Plan”) is to provide incentives to executive
    officers of Ingram Micro Inc. (the “Company”)
    who have significant responsibility for the success and growth
    of the Company and to assist the Company in attracting,
    motivating and retaining executive officers on a competitive
    basis.



 



    2. Administration of the Plan.   The Plan
    shall be administered by the Human Resources Committee of the
    Board of Directors (the “Committee”). The
    Committee shall have the sole discretion to interpret the Plan;
    establish performance periods from time to time, approve a
    pre-established objective performance measure or measures from
    time to time; certify the level to which each performance
    measure was attained prior to any payment under the Plan;
    approve the amount of awards made under the Plan; and determine
    who shall receive any payment under the Plan.



 



    The Committee shall have full power and authority to administer
    and interpret the Plan and to adopt such rules, regulations and
    guidelines for the administration of the Plan and for the
    conduct of its business as the Committee deems necessary or
    advisable. The Committee’s interpretations of the Plan, and
    all actions taken and determinations made by the Committee
    pursuant to the powers vested in it hereunder, shall be
    conclusive and binding on all parties concerned, including the
    Company, its shareholders and any person receiving an award
    under the Plan.



 



    3. Eligibility.   Executive officers and
    other key management personnel of the Company and its affiliates
    (each an “Eligible Individual”) shall be
    eligible to receive awards under the Plan. The Committee shall
    designate the executive officers and other key management
    personnel who will participate in the Plan from time to time.



 



    4. Awards.  



 



    (a) Grant.  Subject to the provisions of
    the Plan, the terms of any applicable equity plan and the
    contractual provisions affecting the Company, the Committee
    shall have sole and complete authority to determine the Eligible
    Individuals who shall receive an award, which shall consist of a
    right which is denominated in cash or shares of the
    Company’s Class A common stock, valued, as determined
    by the Committee, in accordance with the achievement of such
    performance goals during such performance periods as the
    Committee shall establish, and payable at such time and in such
    form as the Committee shall determine. If an individual becomes
    an executive officer during the year, such individual may be
    granted eligibility for an award for that year upon such
    individual becoming an executive officer.



 



    (b) Terms and Conditions.  Subject to the
    terms of the Plan, the terms of any applicable equity plan any
    contractual provisions affecting the Company and any applicable
    award agreement, the Committee shall determine the performance
    periods (which may be short or long-term, and which may
    overlap), the performance goals to be achieved during any
    performance period, the incentive award targets for
    participants, the amount of any award and the amount and kind of
    any payment or transfer to be made pursuant to any award, and
    whether such awards are intended to constitute “qualified
    performance-based compensation” within the meaning of
    Section 162(m) of the Internal Revenue Code of 1986, as
    amended (the “Code,” and such
    compensation “Qualified Performance-Based
    Compensation”).



 



    (c) Performance Goals with Respect to Qualified
    Performance-Based Compensation.  Any awards under
    the Plan that are intended to constitute Qualified
    Performance-Based Compensation shall be interpreted, construed
    and administered in a manner that satisfies the requirements of
    Section 162(m) of the Code and the Treasury Regulations
    thereunder. Any performance goals established by the Committee
    for any award granted under the




    

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    Plan that is intended to constitute Qualified Performance-Based
    Compensation shall satisfy the following requirements:



 



    (i) Such goals shall be based on any one or more of the
    following performance criteria: asset turn-over, customer
    satisfaction, market penetration, associate satisfaction or
    similar indices, price of the Company’s Class A common
    stock, stockholder return, return on assets, return on equity,
    return on investment, return on capital, return on invested
    capital, return on working capital, return on sales, other
    return measures, sales productivity, sales growth, total new
    sales, productivity ratios, expense targets, economic profit,
    economic value added, net earnings (either before or after one
    or more of the following: interest, taxes, depreciation and
    amortization), income (either before or after taxes), operating
    earnings or profit, gross or net profit or operating margin,
    gross margin, gross or net sales or revenue, cash flow
    (including, but not limited to, operating cash flow and free
    cash flow), net worth, earnings per share, earnings per share
    growth, operating unit contribution, achievement of annual or
    multiple year operating profit plans, earnings from continuing
    operations, costs, expenses, working capital, implementation or
    completion of critical projects or processes, performance
    achievements on certain designated projects, debt levels, market
    share or similar financial performance measures as may be
    determined by the Committee, any of which may be measured either
    in absolute terms or as compared to any incremental increase or
    decrease or as compared to results of a peer group or to market
    performance indicators or indices.



 



    (ii) The Committee may, in its sole discretion, provide
    that one or more of the following objectively determinable
    adjustments shall be made to one or more of such goals: items
    related to a change in accounting principle; items relating to
    financing activities; expenses for restructuring or productivity
    initiatives; other non-operating items; items related to
    acquisitions; items attributable to the business operations of
    any entity acquired by the Company during the performance
    period; items related to the disposal of a business or segment
    of a business; items related to discontinued operations; items
    attributable to any stock dividend, stock split, combination or
    exchange of shares occurring during the performance period; or
    any other items of significant income or expense which are
    determined to be appropriate adjustments; items relating to
    unusual or extraordinary corporate transactions, events or
    developments, items related to amortization of acquired
    intangible assets; items that are outside the scope of the
    Company’s core, on-going business activities; or items
    relating to any other unusual or nonrecurring events or changes
    in applicable laws, accounting principles or business
    conditions. Such determinations shall be made within the time
    prescribed by, and otherwise in compliance with,
    Section 162(m) of the Code.



 



    (iii) Such goals may be established on a cumulative basis
    or in the alternative, and may be established on a stand-alone
    basis with respect to the Company, any of its operating units,
    or an individual, or on a relative basis with respect to any
    peer companies or index selected by the Committee.



 



    (iv) Such goals may be based on an analysis of historical
    performance and growth expectations for the business, financial
    results of other comparable businesses, and progress towards
    achieving the long-range strategic plan for the business.



 



    (v) Such goals shall be established in such a manner that a
    third party having knowledge of the relevant facts could
    determine whether the goals have been met.



 



    (d) Procedures with Respect to Awards.  To
    the extent necessary to comply with the requirements of
    Section 162(m)(4)(C) of the Code, with respect to any award
    that is intended to constitute Qualified Performance-Based
    Compensation, no later than 90 days following the
    commencement of any performance period or any designated fiscal
    period or period of service (or such earlier time as may be
    required under Section 162(m) of the Code), the Committee
    shall, in writing, (a) designate one or more participants,
    (b) select the performance criteria and adjustments
    applicable to the performance period (as provided in
    Section 4(c) above), (c) establish the performance
    goals, and amounts of such awards, as applicable, which may be
    earned for such performance period based on the performance
    criteria, (d) specify the relationship between performance
    criteria and the performance goals and the amounts of such
    awards, as applicable, to be earned by each participant for such
    performance period, and (e) establish, in terms of an
    objective formula or standard, the method for computing the
    amount of compensation payable upon attainment of the
    performance goals, such that a third party having knowledge of
    the relevant facts could calculate the amount to be paid.
    Following the completion of each performance period, the




    

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    Committee shall determine whether and the extent to which the
    applicable performance goals have been achieved for such
    performance period and approve any payments, which determination
    and approvals shall be recorded in the minutes of the Committee.
    In determining the amount earned under such awards, with respect
    to any award granted to one or more Eligible Individuals, the
    Committee shall have the right to reduce or eliminate (but not
    to increase) the amount payable at a given level of performance
    to take into account additional factors that the Committee may
    deem relevant to the assessment of individual or corporate
    performance for the performance period.



 



    (e) Payment of Awards.  Awards may be paid
    in a lump sum or in installments following the close of the
    performance period or, in accordance with procedures established
    by the Committee, on a deferred basis. With respect to any award
    that is intended to constitute Qualified Performance-Base
    Compensation, a participant shall be eligible to receive payment
    pursuant to such awards for a performance period only if and to
    the extent the performance goals for such period are achieved,
    and only after the Committee has certified in writing that such
    goals have been achieved. In no event may any participant be
    paid more than $7,500,000 under any one or more awards under the
    Plan in any fiscal year of the Company.



 



    (f) Applicability.  The grant of an award
    to an Eligible Individual for a particular performance period
    shall not require the grant of an award to such Eligible
    Individual in any subsequent performance period and the grant of
    an award to any one Eligible Individual shall not require the
    grant of an award to any other Eligible Individual in such
    period or in any other period.



 



    (g) Additional
    Limitations.  Notwithstanding any other provision
    of the Plan, any award that is intended to constitute Qualified
    Performance-Based Compensation shall be subject to any
    additional limitations set forth in Section 162(m) of the
    Code or any regulations or rulings issued thereunder that are
    requirements for Qualified Performance-Based Compensation, and
    the Plan and the award agreement shall be deemed amended to the
    extent necessary to conform to such requirements.



 



    5. Miscellaneous Provisions.   The Company
    shall have the right to deduct from all awards hereunder paid in
    cash any federal, state, local or foreign taxes required by law
    to be withheld with respect to such awards. Neither the Plan nor
    any action taken hereunder shall be construed as giving any
    employee any right to be retained in the employ of the Company.
    The costs and expenses of administering the Plan shall be borne
    by the Company and shall not be charged to any award or to any
    participant receiving an award.



 



    The Plan is not the exclusive method pursuant to which the
    Company may establish or otherwise make available bonus or
    incentive payments to its executive officers and other key
    employees.



 



    The validity, construction, and effect of the Plan and any rules
    and regulations relating to the Plan and any award shall be
    determined in accordance with the laws of the State of Delaware.



 



    6. Effective Date, Amendments and Termination.
      The Plan shall become effective as of
    June 6, 2007 subject to approval by the shareholders of the
    Company at its 2008 Annual Meeting of Shareholders. The
    Committee may at any time terminate or from time to time amend
    the Plan in whole or in part, but no such action shall adversely
    affect any rights or obligations with respect to any awards
    theretofore made under the Plan.



 



    However, unless the shareholders of the Company shall have first
    approved thereof, no amendment of the Plan shall be effective
    which would increase the maximum amount which can be paid to any
    one executive officer under the Plan in any fiscal year, which
    would change the specified performance goals for payment of
    awards, or which would modify the requirement as to eligibility
    for participation in the Plan.



 



    Unless it is sooner terminated, or materially modified and
    approved by the shareholders of the Company, the Plan shall be
    resubmitted for approval by the shareholders in the fifth year
    after it shall have been last approved by the shareholders.




    

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