exv10w1






 





EXHIBIT 10.1



 




    INGRAM
    MICRO INC.

    AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN



 



    Section
    1.  Purpose.  The purposes of the
    Ingram Micro Inc. Amended and Restated 2003 Equity Incentive
    Plan are to promote the interests of Ingram Micro Inc. and its
    shareholders by (i) attracting and retaining exceptional
    members of the Board, executive personnel and other key
    employees of Ingram Micro and its Affiliates, as defined below;
    (ii) motivating such employees and Board members by means
    of performance-related incentives to achieve longer-range
    performance goals; and (iii) enabling such employees and
    Board members to participate in the long-term growth and
    financial success of Ingram Micro.



 



    Section
    2.  Definitions.  As used in the
    Plan, the following terms shall have the meanings set forth
    below:



 



    “Affiliate” means (i) any entity that
    is, directly or indirectly, controlled by Ingram Micro and
    (ii) any other entity in which Ingram Micro has a
    significant equity interest or which has a significant equity
    interest in Ingram Micro, in either case as determined by the
    Committee.



 



    “Award” means any Option, Stock
    Appreciation Right, award of Restricted Stock, Performance
    Award, Restricted Stock Unit or Other Stock-Based Award.



 



    “Award Agreement” means any written
    agreement, contract, or other instrument or document evidencing
    any Award, which may, but need not, be executed or acknowledged
    by a Participant.



 



    “Board” means the Board of Directors of
    Ingram Micro.



 



    “Cause” means any of: (i) any willful
    act or omission by a Participant constituting dishonesty, fraud
    or other malfeasance, which in any such case is demonstrably
    injurious to the financial condition or business reputation of
    Ingram Micro or any of its Affiliates; (ii) a
    Participant’s commission of a felony or crime of moral
    turpitude under the laws of the United States or any state
    thereof or any other jurisdiction in which Ingram Micro or any
    of its Affiliates conducts business; and (iii) any willful
    violation by a Participant of any of Ingram Micro’s
    policies of which such Participant has been given prior notice
    and which violation is demonstrably detrimental to the best
    interests of Ingram Micro or any of its Affiliates.



 



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



 



    “Code” means the United States Internal
    Revenue Code of 1986, as amended from time to time and the rules
    and regulations promulgated thereunder.



 



    “Committee” means a committee of the Board
    designated by the Board to administer the Plan and composed of
    not less than the minimum number of persons from time to time
    required by
    Rule 16b-3,
    each of whom, to the extent necessary to comply with
    Rule 16b-3,
    Section 162(m) of the Code, and the rules of the New York
    Stock Exchange, is a “Non-Employee Director” within
    the meaning of
    Rule 16b-3,
    an “Outside Director” as determined under
    Section 162(m) of the Code, and an “independent
    director” under the rules of the New York Stock Exchange.
    Until otherwise determined by the Board, the Human Resources
    Committee or any successor or replacement thereof designated by
    the Board shall be the Committee under the Plan.



 



    “Covered Employee” shall mean any Employee
    who is, or could be, a “covered employee” within the
    meaning of Section 162(m) of the Code.



 



    “Disability” shall have the meaning
    determined from time to time by the Committee.



 



    “Eligible Individual” means any Employee,
    including any officer or
    employee-director
    of Ingram Micro or any Affiliate, and any member of the Board.



 



    “Employee” means an employee of Ingram
    Micro or any Affiliate.



 



    “Exchange Act” means the United States
    Securities Exchange Act of 1934, as amended.




    

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    “Executive Officer” means, at any time, an
    individual who is an executive officer of Ingram Micro within
    the meaning of Exchange Act
    Rule 3b-7
    or who is an officer of Ingram Micro within the meaning of
    Exchange Act
    Rule 16a-1(f).



 



    “Fair Market Value” means with respect to
    the Shares, as of any given date or dates, the reported closing
    price of a share of such class of common stock on such exchange
    or market as is the principal trading market for such class of
    common stock as reported in the Wall Street Journal or such
    other publication selected by the Committee. If such class of
    common stock is not traded on an exchange or principal trading
    market on such date, the fair market value of a Share shall be
    determined by the Committee in good faith taking into account as
    appropriate recent sales of the Shares, recent valuations of the
    Shares, the lack of liquidity of the Shares, the fact that the
    Shares may represent a minority interest and such other factors
    as the Committee shall in its discretion deem relevant or
    appropriate.



 



    “Greater Than 10% Stockholder” means an
    individual then owning (within the meaning of
    Section 424(d) of the Code) more than 10% of the total
    combined voting power of all classes of stock of the company or
    any subsidiary corporation (as defined in Section 424(f) of
    the Code) or parent corporation thereof (as defined in
    Section 424(e) of the Code.



 



    “Incentive Stock Option” means a right to
    purchase Shares from Ingram Micro that is granted under
    Section 6 of the Plan and that is intended to meet the
    requirements of Section 422 of the Code or any successor
    provision thereto.



 



    “Ingram Micro” means Ingram Micro Inc., a
    Delaware corporation, together with any successor thereto.



 



    “Non-Qualified Stock Option” means a right
    to purchase Shares from Ingram Micro that is granted under
    Section 6 of the Plan and that is not intended to be an
    Incentive Stock Option.



 



    “Option” means an Incentive Stock Option
    or a Non-Qualified Stock Option.



 



    “Other Stock-Based Award” means any right
    granted under Section 10 of the Plan.



 



    “Participant” means any Eligible
    Individual selected by the Committee to receive an Award under
    the Plan (and to the extent applicable, any heirs or legal
    representatives thereof).



 



    “Performance Award” means any right
    granted under Section 9 of the Plan.



 



    “Person” means any individual,
    corporation, limited liability company, partnership,
    association, joint-stock company, trust, unincorporated
    organization, government or political subdivision thereof or
    other entity.



 



    “Plan” means this Ingram Micro Inc.
    Amended and Restated 2003 Equity Incentive Plan.



 



    “Prior Plans” means the Ingram Micro Inc.
    2000 Equity Incentive Plan, the Ingram Micro Inc. 1998 Equity
    Incentive Plan, and the Ingram Micro Inc. 1996 Equity Incentive
    Plan.



 



    “Qualified Performance-Based
    Compensation” shall have the meaning set forth in
    Section 9(c) of the Plan.



 



    “Restricted Stock” means any Shares
    granted under Section 8 of the Plan.



 



    “Restricted Stock Unit” means any unit
    granted under Section 8 of the Plan.



 



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



 



    “Rule 16b-3” means
    Rule 16b-3
    as promulgated and interpreted by the SEC under the Exchange
    Act, or any successor rule or regulation thereto as in effect
    from time to time.



 



    “SEC” means the United States Securities
    and Exchange Commission or any successor thereto.




    

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    “Shares” means shares of Class A
    common stock, $.01 par value, of Ingram Micro or such other
    securities as may be designated by the Committee from time to
    time.



 



    “Stock Appreciation Right” means any right
    granted under Section 7 of the Plan.



 



    “Sub-Plan” means
    any sub-plan
    or sub-plans
    adopted by the Committee under Section 14(q) of the Plan.



 



    “Substitute Awards” means Awards granted
    in assumption of, or in substitution for, outstanding awards
    previously granted by a company acquired by Ingram Micro or with
    which Ingram Micro combines.



 



    Section
    3.  Administration.



 



    (a) Authority of Committee.  The Plan
    shall be administered by the Committee. Subject to the terms of
    the Plan, applicable law and contractual restrictions affecting
    Ingram Micro, and in addition to other express powers and
    authorizations conferred on the Committee by the Plan, the
    Committee shall have full power and authority to: designate
    Participants; determine the type or types of Awards to be
    granted to an Eligible Individual; determine the number of
    Shares to be covered by, or with respect to which payments,
    rights, or other matters are to be calculated in connection
    with, Awards; determine the terms and conditions of any Award
    and Award Agreement; determine whether, to what extent, and
    under what circumstances Awards may be settled or exercised in
    cash, Shares, other securities, other Awards or other property,
    or canceled, forfeited, or suspended and the method or methods
    by which Awards may be settled, exercised, canceled, forfeited,
    or suspended; determine whether, to what extent, and under what
    circumstances cash, Shares, other securities, other Awards,
    other property, and other amounts payable with respect to an
    Award shall be deferred either automatically or at the election
    of the holder thereof or of the Committee; interpret and
    administer the Plan and any instrument or agreement relating to,
    or Award made under, the Plan; establish, amend, suspend, or
    waive such rules and regulations and appoint such agents as it
    shall deem appropriate for the proper administration of the
    Plan; make any other determination and take any other action
    that the Committee deems necessary or desirable for the
    administration of the Plan; and adopt and administer one or more
    Sub-Plans.
    The Committee may, in its sole discretion, delegate to one or
    more Executive Officers the power to make Awards under the plan
    provided that at the time of such grant no recipient of such
    Awards shall be an Executive Officer. Without limiting the
    foregoing, the Committee may impose such conditions with respect
    to the exercise
    and/or
    settlement of any Awards, including without limitation, any
    relating to the application of federal or state securities laws
    or the laws, rules or regulations of any jurisdiction outside
    the United States, as it may deem necessary or advisable.



 



    (b) Committee Discretion Binding.  Unless
    otherwise expressly provided in the Plan, all designations,
    determinations, interpretations, and other decisions under or
    with respect to the Plan or any Award shall be within the sole
    discretion of the Committee, may be made at any time and shall
    be final, conclusive and binding upon all Persons, including
    Ingram Micro, any Affiliate, any Participant, any holder or
    beneficiary of any Award, any shareholder and any Eligible
    Individual.



 



    (c) Prohibitions.  Subject to
    Section 4(c) and Section 12, the Committee may not,
    without the approval of Ingram Micro’s shareholders,
    (i) lower the price per share of an Option or Stock
    Appreciation Right after it is granted, (ii) cancel an
    Option or Stock Appreciation Right in exchange for cash or
    another Award (other than in connection with a Substitute Award)
    when the Option or Stock Appreciation Right price per share
    exceeds the Fair Market Value of the underlying Shares, or
    (iii) take any other action with respect to an Option or
    Stock Appreciation Right that would be treated as a repricing
    under the rules and regulations of the principal securities
    exchange on which the Shares are traded.



 



    Section
    4.  Shares Available for Awards.



 



    (a) Number of Shares.  Subject to
    adjustment as provided in Section 4(c) and 4(d), a total of
    11,734,000 Shares shall be authorized for grant under the
    Plan, less one (1) Share for every one (1) Share that
    was subject to an option or stock appreciation right granted
    after January 26, 2008 from any of the Prior Plans and
    1.9 Shares for every one (1) Share that was subject to
    an award other than an option or stock appreciation right
    granted after January 26, 2008 under the Prior Plans. Any
    Shares that are subject to Awards of Options or Stock
    Appreciation Rights shall be counted against this limit as one
    (1) Share for every one (1) Share granted. Any Shares
    that are subject to Awards granted under the Plan other than
    Options or Stock Appreciation Rights shall be counted against
    this limit as 1.9 Shares for every one (1) Share
    granted. After the effective date of the Plan (as provided in
    Section 15(a)), no awards may be granted under any Prior
    Plan. In addition, subject to adjustment under
    Section 4(c),




    

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    no more than 11,734,000 Shares may be subject to Incentive
    Stock Options granted under the Plan and no Eligible Individual
    may receive Awards under the Plan in any calendar year that
    relate to more than 2,000,000 Shares.



 



    (b) Forfeited or Expired Shares; Settled
    Awards.  If (i) any Shares subject to an
    Award are forfeited or expire or an Award is settled for cash
    (in whole or in part), or (ii) after January 26, 2008
    any Shares subject to an award under the Prior Plans are
    forfeited or expire or an award under the Prior Plans is settled
    for cash (in whole or in part), the Shares subject to such Award
    or award under the Prior Plans shall, to the extent of such
    forfeiture, expiration or cash settlement, again be available
    for Awards under the Plan, in accordance with Section 4(e)
    below. Notwithstanding anything to the contrary contained
    herein, the following Shares shall not be added to the Shares
    authorized for grant under paragraph (a) of this Section:
    (i) Shares tendered by a Participant or withheld by Ingram
    Micro in payment of the exercise price of an Option,
    (ii) Shares tendered by a Participant or withheld by Ingram
    Micro to satisfy any tax withholding obligation with respect to
    an Award, and (iii) Shares subject to a Stock Appreciation
    Right that are not issued in connection with the stock
    settlement of the Stock Appreciation Right on exercise thereof.



 



    (c) Adjustments.  In the event that the
    Committee determines that any dividend or other distribution
    (whether in the form of cash, Shares, other securities or other
    property), recapitalization, stock split, reverse stock split,
    reorganization, reclassification, merger, consolidation,
    split-up,
    spin-off, combination, repurchase, or exchange of Shares or
    other securities of Ingram Micro, issuance of warrants or other
    rights to purchase Shares or other securities of Ingram Micro,
    or other similar corporate transaction or event affects the
    Shares such that an adjustment is determined by the Committee to
    be appropriate in order to prevent dilution or enlargement of
    the benefits or potential benefits intended to be made available
    under the Plan, then the Committee shall, in such manner as it
    may deem equitable, adjust any or all of the number of Shares of
    Ingram Micro (or number and kind of other securities or
    property) with respect to which Awards may thereafter be
    granted, the number of Shares or other securities of Ingram
    Micro (or number and kind of other securities or property)
    subject to outstanding Awards, and the grant or exercise price
    with respect to any Award, or, if deemed appropriate, make
    provision for a cash payment to the holder of an outstanding
    Award; provided, in each case, that except to the extent deemed
    desirable by the Committee, no such adjustment of Awards
    (i) of Incentive Stock Options shall be authorized to the
    extent that such authority would cause the Plan to violate
    Section 422(b)(1) of the Code, as from time to time
    amended, or (ii) with respect to any Award would be
    inconsistent with the Plan’s meeting the requirements of
    Section 162(m) of the Code, as from time to time amended.



 



    (d) Substitute Awards.  Substitute Awards
    shall not reduce the Shares authorized for grant under the Plan
    or authorized for grant to a Participant. Additionally, in the
    event that a company acquired by Ingram Micro or any subsidiary
    of Ingram Micro or with which Ingram Micro or any subsidiary of
    Ingram Micro combines has shares available under a pre-existing
    plan approved by stockholders and not adopted in contemplation
    of such acquisition or combination, the shares available for
    grant pursuant to the terms of such pre-existing plan (as
    adjusted, to the extent appropriate, using the exchange ratio or
    other adjustment or valuation ratio or formula used in such
    acquisition or combination to determine the consideration
    payable to the holders of common stock of the entities party to
    such acquisition or combination) may be used for Awards under
    the Plan and shall not reduce the Shares authorized for grant
    under the Plan; provided that Awards using such available shares
    shall not be made after the date awards or grants could have
    been made under the terms of the pre-existing plan, absent the
    acquisition or combination, and shall only be made to
    individuals who were not employed immediately before the
    transaction by Ingram Micro or any of its subsidiaries.



 



    (e) Shares Again Available for
    Awards.  Any Shares that again become available
    for grant pursuant to this Section 4 shall be added back as
    (i) one (1) Share if such Shares were subject to
    Options or Stock Appreciation Rights granted under the Plan or
    options or stock appreciation rights granted under the Prior
    Plans, and (ii) as 1.9 Shares if such Shares were
    subject to Awards other than Options or Stock Appreciation
    Rights granted under the Plan or awards other than options or
    stock appreciation rights granted under the Prior Plans.



 



    (f) Sources of Shares Deliverable Under
    Awards.  Any Shares delivered pursuant to an Award
    may consist, in whole or in part, of authorized and unissued
    Shares or of treasury Shares.



 



    Section
    5.  Eligibility.  Any Eligible
    Individual shall be eligible to be designated a Participant.




    

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    Section
    6.  Stock Options.



 



    (a) Grant.  Subject to the provisions of
    the Plan and contractual restrictions affecting Ingram Micro,
    the Committee shall have sole and complete authority to
    determine the Eligible Individuals to whom Options shall be
    granted, the number of Shares to be covered by each Option, the
    option price therefore and the conditions and limitations
    applicable to the exercise of the Option. The Committee shall
    have the authority to grant Incentive Stock Options, or to grant
    Non-Qualified Stock Options, or to grant both types of Options.
    In the case of Incentive Stock Options, the terms and conditions
    of such grants shall be subject to and comply with such rules as
    may be prescribed by Section 422 of the Code, as from time
    to time amended, and any regulations implementing such statute.



 



    (b) Exercise Price.  The Committee in its
    sole discretion shall establish the exercise price at the time
    each Option is granted; provided, however, that except in
    connection with (i) Substitute Awards and
    (ii) adjustment of outstanding Options pursuant to
    Section 4(c), the per share exercise price of an Option
    shall not be less than the Fair Market Value of a Share on the
    date of grant (or, as to Incentive Stock Options, on the date
    the Option is modified, extended or renewed for purposes of
    Section 424(h) of the Code). In addition, in the case of
    Incentive Stock Options granted to a Greater Than 10%
    Stockholder, such price shall not be less than 110% of the Fair
    Market Value of a Share on the date the Option is granted (or
    the date the Option is modified, extended or renewed for
    purposes of Section 424(h) of the Code).



 



    (c) Vesting.  The period during which the
    right to exercise, in whole or in part, an Option vests in the
    Participant shall be set by the Committee and the Committee may
    determine that an Option may not be exercised in whole or in
    part for a specified period after it is granted. Such vesting
    may be based on service with Ingram Micro or any Ingram Micro
    subsidiary, or any other criteria selected by the Committee. At
    any time after grant of an Option, the Committee may, in its
    sole discretion and subject to whatever terms and conditions it
    selects, accelerate the period during which an Option vests.



 



    (d) Term.  The maximum term of an Option
    shall be ten (10) years.



 



    (e) Exercise.  Each Option shall be
    exercisable at such times and subject to such terms and
    conditions as the Committee may, in its sole discretion, specify
    in the applicable Award Agreement or thereafter.



 



    (f) Payment.  No Shares shall be delivered
    pursuant to any exercise of an Option until payment in full of
    the option price therefore is received by Ingram Micro. Such
    payment may be made: in cash; in Shares (the value of such
    Shares shall be their Fair Market Value on the date of
    exercise); by a combination of cash and such Shares; if approved
    by the Committee, in accordance with a cashless exercise program
    under which either, if so instructed by a Participant, Shares
    may be issued directly to such Participant’s broker or
    dealer upon receipt of the purchase price in cash from the
    broker or dealer, or Shares may be issued by Ingram Micro to
    such Participant’s broker or dealer in consideration of
    such broker’s or dealer’s irrevocable commitment to
    pay to Ingram Micro that portion of the proceeds from the sale
    of such Shares that is equal to the exercise price of the
    Option(s) relating to such Shares; or in such other manner as
    permitted by the Committee at the time of grant or thereafter.



 



    Section
    7.  Stock Appreciation Rights.



 



    (a) Grant.  Subject to the provisions of
    the Plan and contractual restrictions affecting Ingram Micro,
    the Committee shall have sole and complete authority to
    determine the Eligible Individuals to whom Stock Appreciation
    Rights shall be granted, the number of Shares to be covered by
    each Stock Appreciation Right Award, the grant price thereof and
    the conditions and limitations applicable to the exercise
    thereof; provided, however, that except in connection with
    (i) Substitute Awards and (ii) adjustment of
    outstanding Stock Appreciation Rights pursuant to
    Section 4(c), the per share grant price of a Stock
    Appreciation Right shall not be less than the Fair Market Value
    of a Share on the date of grant. Stock Appreciation Rights may
    be granted in tandem with another Award, in addition to another
    Award, or freestanding and unrelated to another Award. Stock
    Appreciation Rights granted in tandem with or in addition to an
    Award may be granted either at the same time as the Award or at
    a later time. Stock Appreciation Rights shall have a grant price
    as determined by the Committee on the date of grant.



 



    (b) Vesting.  The period during which the
    right to exercise, in whole or in part, a Stock Appreciation
    Right vests in the Participant shall be set by the Committee and
    the Committee may determine that a Stock Appreciation Right may
    not be exercised in whole or in part for a specified period
    after it is granted. Such vesting may be based on




    

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    service with Ingram Micro or any Ingram Micro subsidiary, or any
    other criteria selected by the Committee. At any time after
    grant of a Stock Appreciation Right, the Committee may, in its
    sole discretion and subject to whatever terms and conditions it
    selects, accelerate the period during which a Stock Appreciation
    Right vests.



 



    (c) Term.  The maximum term of a Stock
    Appreciation Right shall be ten (10) years.



 



    (d) Exercise and Payment.  A Stock
    Appreciation Right shall entitle a Participant to receive an
    amount equal to the excess of the Fair Market Value of a Share
    on the date of exercise of the Stock Appreciation Right over the
    grant price thereof. The Committee shall determine whether a
    Stock Appreciation Right shall be settled in cash, Shares or a
    combination of cash and Shares.



 



    (e) Other Terms and Conditions.  Subject
    to the terms of the Plan and any applicable Award Agreement, the
    Committee shall determine, at or after the grant of a Stock
    Appreciation Right, the term, methods of exercise, methods and
    form of settlement, and any other terms and conditions of any
    Stock Appreciation Right. Any such determination by the
    Committee may be changed by the Committee from time to time and
    may govern the exercise of Stock Appreciation Rights granted or
    exercised prior to such determination as well as Stock
    Appreciation Rights granted or exercised thereafter. The
    Committee may impose such conditions or restrictions on the
    exercise of any Stock Appreciation Right as it shall deem
    appropriate.



 



    Section
    8.  Restricted Stock and Restricted Stock Units.



 



    (a) Grant.  Subject to the provisions of
    the Plan and contractual provisions affecting Ingram Micro, the
    Committee shall have sole and complete authority to determine
    the Eligible Individuals to whom Shares of Restricted Stock and
    Restricted Stock Units shall be granted, the number of Shares of
    Restricted Stock
    and/or
    the number of Restricted Stock Units to be granted to each
    Participant, the duration of the period during which, and the
    conditions under which, the Restricted Stock and Restricted
    Stock Units may be forfeited to Ingram Micro, and the other
    terms and conditions of such Awards.



 



    (b) Vesting.  The Committee shall
    determine and specify the date or dates on which the Shares of
    Restricted Stock and the Restricted Stock Units shall become
    fully vested and nonforfeitable, and may specify such conditions
    to vesting as it deems appropriate, including conditions based
    on one or more specific criteria, including service to Ingram
    Micro or any Ingram Micro subsidiary, in each case on a
    specified date or dates or over any period or periods, as the
    Committee determines.



 



    (c) Payment.  Each Restricted Stock Unit
    shall have a value equal to the Fair Market Value of a Share.
    Restricted Stock Units shall be paid in cash, Shares, other
    securities, or other property, as determined in the sole
    discretion of the Committee, upon the lapse of the restrictions
    applicable thereto, or otherwise in accordance with the
    applicable Award Agreement.



 



    (d) Dividends and
    Distributions.  Dividends and other distributions
    paid on or in respect of any Shares of Restricted Stock and
    dividend equivalents with respect to Restricted Stock Units may
    be paid directly to a Participant, or may be reinvested in
    additional Shares of Restricted Stock or in additional
    Restricted Stock Units, as determined by the Committee in its
    sole discretion.



 



    Section
    9.  Performance Awards.



 



    (a) Grant.  Subject to the provisions of
    the Plan and contractual provisions affecting Ingram Micro, the
    Committee shall have sole and complete authority to determine
    the Eligible Individuals who shall receive a “Performance
    Award”, which shall consist of a right which is denominated
    in cash or Shares, 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.



 



    (b) Terms and Conditions.  Subject to the
    terms of the Plan, any contractual provisions affecting Ingram
    Micro and any applicable Award Agreement, the Committee shall
    determine the performance goals to be achieved during any
    performance period, the length of any performance period, the
    amount of any Performance Award and the amount and kind of any
    payment or transfer to be made pursuant to any Performance Award.



 



    (c) Qualified Performance-Based
    Compensation.  The Committee, in its sole
    discretion, may determine whether an Award is to constitute
    “qualified performance-based compensation” within the
    meaning of




    

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    Section 162(m) of the Code (“Qualified Stock-Based
    Compensation”). If the Committee, in its sole discretion,
    decides to grant such an Award to a Covered Employee that is
    intended to constitute Qualified Performance-Based Compensation,
    then the provisions of this Section 9(c) shall control over
    any contrary provision contained in the Plan. The Committee may
    in its sole discretion grant Awards to other Eligible
    Individuals that are based on performance criteria but that do
    not satisfy the requirements of this Section 9(c) and that
    are not intended to constitute Qualified Performance-Based
    Compensation. Unless otherwise specified by the Committee at the
    time of grant, the performance criteria, the objectively
    determinable adjustments and the achievement of each performance
    goal with respect to an Award intended to constitute Qualified
    Performance-Based Compensation shall be determined on the basis
    of United States generally accepted accounting principles
    (“GAAP”).



 



    (i) Performance Goals with Respect to Qualified
    Performance-Based Compensation.  Any performance
    goals established by the Committee for any Award which is
    intended to constitute Qualified Performance-Based Compensation
    shall satisfy the following requirements:



 



    (A) 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 Ingram Micro’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.



 



    (B) 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 Ingram Micro 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 Ingram
    Micro’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.



 



    (C) 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 Ingram Micro, 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.



 



    (D) 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.



 



    (E) 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.




    

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    (ii) Procedures with Respect to Qualified
    Performance-Based Compensation.  To the extent
    necessary to comply with the requirements of
    Section 162(m)(4)(C) of the Code, with respect to any Award
    granted to one or more Covered Employees and which 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 9(c)(i) 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 Committee shall determine whether
    and the extent to which the applicable performance goals have
    been achieved for such performance period and approve any bonus
    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 Covered Employees and which is intended to constitute
    Qualified Performance-Based Compensation, 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.



 



    (iii) Payment of Qualified Performance-Based
    Compensation.  Unless otherwise provided in the
    applicable Award Agreement and only to the extent otherwise
    permitted by Section 162(m)(4)(C) of the Code, as to an
    Award that is intended to constitute Qualified Performance-Based
    Compensation, the Participant must be employed by Ingram Micro
    or any of its Affiliates throughout the performance period.
    Furthermore, 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.



 



    (iv) Additional
    Limitations.  Notwithstanding any other provision
    of the Plan, any Award which is granted to an Covered Employee
    and 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.



 



    (d) Payment of Performance
    Awards.  Performance 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.



 



    (e) 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.



 



    Section
    10.  Other Stock-Based Awards.  The
    Committee shall have authority to grant to Eligible Individuals
    an Other Stock-Based Award, which shall consist of any right
    which is not an Award described in Sections 6 through 9
    above and which is an Award of Shares or an Award denominated or
    payable in, valued in whole or in part by reference to, or
    otherwise based on or related to, Shares (including, without
    limitation, securities convertible into Shares), as deemed by
    the Committee to be consistent with the purposes of the Plan;
    provided that any such rights must comply with applicable law,
    and to the extent deemed desirable by the Committee, with
    Rule 16b-3
    and the requirements of Section 162(m) of the Code. Subject
    to the terms of the Plan, any contractual provisions affecting
    Ingram Micro and any applicable Award Agreement, the Committee
    shall determine the terms and conditions of any such Other
    Stock-Based Award.




    

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    Section
    11.  Termination or Suspension of Employment or
    Service.  The Committee shall have sole discretion
    to determine a Participant’s rights with respect to any
    Award in the event of a Participant’s termination of
    employment or service, including if a Participant’s
    employment or service with Ingram Micro or its Affiliates is
    terminated by reason of death, Disability, or Retirement.



 



    Section
    12.  Merger and other Corporate Transactions.



 



    (a) In the event of a merger of Ingram Micro with or into
    another corporation, each outstanding Award may be assumed or an
    equivalent award may be substituted by such successor
    corporation or a parent or subsidiary of such successor
    corporation. If, in such event, an Award is not assumed or
    substituted the Committee may cause the Award to become fully
    exercisable immediately prior to the date of the closing of the
    merger and all forfeiture restrictions on any or all of such
    Awards to lapse. If an Award is exercisable in lieu of
    assumption or substitution in the event of a merger, the
    Committee shall notify the Participant that the Award shall be
    fully exercisable for a period of fifteen (15) days from
    the date of such notice, contingent upon the occurrence of the
    merger, and the Award shall terminate upon the expiration of
    such period. For the purposes of this paragraph, the Award shall
    be considered assumed if, following the merger, the Award
    confers the right to purchase or receive, for each Share subject
    to the Award immediately prior to the merger, the consideration
    (whether stock, cash, or other securities or property) received
    in the merger by holders of Shares for each Share held on the
    effective date of the transaction (and if the holders are
    offered a choice of consideration, the type of consideration
    chosen by the holders of a majority of the outstanding Shares).
    If such consideration received in the merger is not solely
    common stock of the successor corporation or its parent, the
    Committee may, with the consent of the successor corporation,
    provide for the consideration to be received upon the exercise
    of the Award, for each Share subject to the Award, to be solely
    common stock of the successor corporation or its parent equal in
    fair market value to the per share consideration received by
    holders of Shares in the merger.



 



    (b) In the event of any transaction or event described in
    Section 12(a) or any unusual or nonrecurring transactions
    or events affecting Ingram Micro, any Affiliate, or the
    financial statements of Ingram Micro or any Affiliate, or of
    changes in applicable laws, regulations or accounting
    principles, the Committee, in its sole discretion, and on such
    terms and conditions as it deems appropriate, either by the
    terms of the Award or by action taken prior to the occurrence of
    such transaction or event and either automatically or upon the
    Participant’s request, is hereby authorized to take any one
    or more of the following actions whenever the Committee
    determines that such action is appropriate in order to prevent
    dilution or enlargement of the benefits or potential benefits
    intended to be made available under the Plan or with respect to
    any Award under the Plan, to facilitate such transactions or
    events or to give effect to such changes in laws, regulations or
    principles: (i) to provide for either (A) termination
    of any such Award in exchange for an amount of cash, if any,
    equal to the amount that would have been attained upon the
    exercise of such Award or realization of the Participant’s
    rights (and, for the avoidance of doubt, if as of the date of
    the occurrence of the transaction or event described in this
    section the Committee determines in good faith that no amount
    would have been attained upon the exercise of such Award or
    realization of the Participant’s rights, then such Award
    may be terminated by Ingram Micro without payment) or
    (B) the replacement of such Award with other rights or
    property selected by the Committee in its sole discretion having
    an aggregate value not exceeding the amount that could have been
    attained upon the exercise of such Award or realization of the
    Participant’s rights had such Award been currently
    exercisable or payable or fully vested, (ii) to provide
    that such Award be assumed by the successor or survivor
    corporation, or a parent or subsidiary thereof, or shall be
    substituted for by similar options, rights or awards covering
    the stock of the successor or survivor corporation, or a parent
    or subsidiary thereof, with appropriate adjustments as to the
    number and kind of shares and prices, (iii) to make
    adjustments in the number and type of shares of Ingram
    Micro’s stock (or other securities or property) subject to
    outstanding Awards
    and/or in
    the terms and conditions of (including the grant or exercise
    price), and the criteria included in, outstanding Awards and
    Awards which may be granted in the future, (iv) to provide
    that such Award shall be exercisable or payable or fully vested
    with respect to all shares covered thereby, notwithstanding
    anything to the contrary in the Plan or the applicable Award
    Agreement and (v) to provide that the Award cannot vest, be
    exercised or become payable after such event.




    

    A-9








 






    Section
    13.  Amendment and Termination.



 



    (a) Amendments to the Plan.  The Board may
    terminate or discontinue the Plan at any time and the Board or
    the Committee may amend or alter the Plan or any portion thereof
    at any time; provided that no such amendment, alteration,
    discontinuation or termination shall be made without shareholder
    approval if such approval is necessary to comply with any tax or
    regulatory requirement or to comply with the listing or other
    requirements of any relevant exchange, including for these
    purposes any approval requirement which is a prerequisite for
    exemptive relief from Section 16(b) of the Exchange Act or
    Section 162(m) of the Code, for which or with which the
    Board or the Committee deems it necessary or desirable to
    qualify or comply; provided, however, that any amendment to the
    Plan shall be submitted to Ingram Micro’s shareholders for
    approval not later than the earliest annual meeting for which
    the record date is after the date of such Board action if such
    amendment would:



 



    (i) materially increase the number of Shares reserved for
    issuance and delivery under Section 4(a) of the Plan;



 



    (ii) increase the per-person annual limits under
    Section 4(a) of the Plan;



 



    (iii) increase the number of Shares that may be issued and
    delivered under the Plan in connection with awards other than
    Options and Stock Appreciation Rights under Section 4(a) of
    the Plan;



 



    (iv) except to the extent provided in Section 4(c),
    increase the number of Shares which may be issued in connection
    with Awards described in Section 4(a) of the Plan; or



 



    (v) amend any of the terms and conditions of this
    Section 13(a).



 



    (b) Amendments to Awards.  Subject to the
    terms of the Plan and applicable law, the Committee may waive
    any conditions or rights under, amend any terms of, or alter,
    suspend, discontinue, cancel or terminate, any Award theretofore
    granted, prospectively or retroactively; provided that any such
    waiver, amendment, alteration, suspension, discontinuance,
    cancellation or termination that would adversely affect the
    rights of any Participant or any holder or beneficiary of any
    Award theretofore granted shall not to that extent be effective
    without the consent of the affected Participant, holder or
    beneficiary.



 



    (c) Cancellation.  Any provision of this
    Plan or any Award Agreement to the contrary notwithstanding, the
    Committee may cause any Award granted hereunder to be canceled
    in consideration of a cash payment or alternative Award made to
    the holder of such canceled Award equal in value to the Fair
    Market Value of such canceled Award.



 



    (d) Prohibition on Repricing.  Subject to
    Section 4(c) and Section 12, the Committee shall not,
    without the approval of the stockholders of Ingram Micro,
    (i) lower the price per share of an Option or Stock
    Appreciation Right after it is granted, (ii) cancel an
    Option or Stock Appreciation Right in exchange for cash or
    another Award (other than in connection with a Substitute Award)
    when the Option or Stock Appreciation Right price per share
    exceeds the Fair Market Value of the underlying Shares, or
    (iii) take any other action with respect to an Option or
    Stock Appreciation Right that would be treated as a repricing
    under the rules and regulations of the principal securities
    exchange on which the Shares are traded.



 



    Section
    14.  General Provisions.



 



    (a) Dividend Equivalents.  In the sole and
    complete discretion of the Committee, an Award, whether made as
    an Other Stock-Based Award under Section 10 or as an Award
    granted pursuant to Sections 8 or 9 hereof, may provide a
    Participant with dividends or dividend equivalents, payable in
    cash, Shares, other securities or other property on a current or
    deferred basis.



 



    (b) Nontransferability.



 



    (i) Except as provided in subsection (ii) below, no
    Award shall be assigned, alienated, pledged, attached, sold or
    otherwise transferred or encumbered by a Participant, except by
    will or the laws of descent and distribution.



 



    (ii) Notwithstanding subsection (i) above, the
    Committee may determine that an Award may be transferred by a
    Participant to one or more members of a Participant’s
    immediate family, to a partnership of which the only partners
    are members of a Participant’s immediate family, or to a
    trust established by a




    

    A-10








 






    Participant for the benefit of one or more members of a
    Participant’s immediate family. For this purpose, immediate
    family means a Participant’s spouse, parents, children,
    grandchildren and the spouses of such parents, children and
    grandchildren. A transferee described in this
    subsection (ii) may not further transfer an Award. A trust
    described in this subsection (ii) may not be amended to
    benefit any Person other than a member of a Participant’s
    immediate family. An Award transferred pursuant to this
    subsection shall remain subject to the provisions of the Plan,
    including, but not limited to, the provisions of Section 11
    relating to the effect on the Award of the death, Retirement or
    termination of employment of a Participant, and shall be subject
    to such other rules as the Committee shall determine.



 



    (c) No Rights to Awards.  No Eligible
    Individual, Participant or other Person shall have any claim to
    be granted any Award, and there is no obligation for uniformity
    of treatment of Eligible Individuals, Participants, or holders
    or beneficiaries of Awards. The terms and conditions of Awards
    need not be the same with respect to each recipient.



 



    (d) Share Certificates.  All certificates
    for Shares or other securities of Ingram Micro or any Affiliate
    delivered under the Plan pursuant to any Award or the exercise
    thereof shall be subject to such stop transfer orders and other
    restrictions as the Committee may deem advisable under the Plan
    or the rules, regulations and other requirements of the SEC or
    any stock exchange upon which such Shares or other securities
    are then listed and any applicable federal, state or foreign
    laws or rules or regulations, and the Committee may cause a
    legend or legends to be put on any such certificates to make
    appropriate reference to such restrictions.



 



    (e) Withholding.  A Participant may be
    required to pay to Ingram Micro or any Affiliate, and Ingram
    Micro or any Affiliate shall have the right and is hereby
    authorized to withhold from any Award, from any payment due or
    transfer made under any Award or under the Plan or from any
    compensation or other amount owing to a Participant the amount
    (in cash, Shares, other securities, other Awards or other
    property) of any applicable withholding taxes in respect of an
    Award, its exercise, or any payment or transfer under an Award
    or under the Plan and to take such other action as may be
    necessary in the opinion of Ingram Micro or such Affiliate to
    satisfy all obligations for the payment of such taxes. The
    number of Shares which may be so withheld shall be limited to
    the number of Shares which have a Fair Market Value on the date
    of withholding or repurchase equal to the aggregate amount of
    such liabilities based on the minimum statutory withholding
    rates for federal, state, local and foreign income tax and
    payroll tax purposes that are applicable to such supplemental
    taxable income. The Committee may provide for additional cash
    payments to holders of Awards to defray or offset any tax
    arising from any such grant, lapse, vesting, or exercise of any
    Award. The Committee shall determine the fair market value of
    the Shares, consistent with applicable provisions of the Code,
    for tax withholding obligations due in connection with any tax
    withholding obligation.



 



    (f) Award Agreements.  Each Award
    hereunder shall be evidenced by an Award Agreement which shall
    be delivered to a Participant and shall specify the terms and
    conditions of the Award and any rules applicable thereto.



 



    (g) No Limit on Other Compensation
    Arrangements.  Nothing contained in the Plan shall
    prevent Ingram Micro or any Affiliate from adopting or
    continuing in effect other compensation arrangements, which may,
    but need not, provide for the grant of options, restricted
    stock, Shares and other types of Awards provided for hereunder
    (subject to shareholder approval if such approval is required),
    and such arrangements may be either generally applicable or
    applicable only in specific cases.



 



    (h) No Right to Employment.  The grant of
    an Award shall not be construed as giving a Participant the
    right to be retained in the employ or service of Ingram Micro or
    any Affiliate. Further, Ingram Micro or an Affiliate may at any
    time dismiss a Participant from employment or service, free from
    any liability or any claim under the Plan, unless otherwise
    expressly provided in the Plan or in any Award Agreement.



 



    (i) Rights as a Shareholder.  Subject to
    the provisions of the applicable Award, no Participant or holder
    or beneficiary of any Award shall have any rights as a
    shareholder with respect to any Shares to be issued under the
    Plan until he or she has become the registered holder of such
    Shares. Notwithstanding the foregoing, in connection with each
    grant of Restricted Stock hereunder, the applicable Award shall
    specify if and to what extent a Participant shall not be
    entitled to the rights of a shareholder in respect of such
    Restricted Stock.



 



    (j) Governing Law.  The validity,
    construction, and effect of the Plan and any rules and
    regulations relating to the Plan and any Award Agreement shall
    be determined in accordance with the laws of the State of
    Delaware.




    

    A-11








 






    (k) Severability.  If any provision of the
    Plan or any Award is or becomes or is deemed to be invalid,
    illegal, or unenforceable in any jurisdiction or as to any
    Person or Award, or would disqualify the Plan or any Award under
    any law deemed applicable by the Committee, such provision shall
    be construed or deemed amended to conform to the applicable
    laws, or if it cannot be construed or deemed amended without, in
    the determination of the Committee, materially altering the
    intent of the Plan or the Award, such provision shall be
    stricken as to such jurisdiction, Person or Award and the
    remainder of the Plan and any such Award shall remain in full
    force and effect.



 



    (l) Other Laws.  The Committee may refuse
    to issue or transfer any Shares or other consideration under an
    Award if, acting in its sole discretion, it determines that the
    issuance or transfer of such Shares or such other consideration
    might violate any applicable law or regulation, whether domestic
    or foreign, or entitle Ingram Micro to recover any amounts under
    Section 16(b) of the Exchange Act, and any payment tendered
    to Ingram Micro by a Participant in connection therewith shall
    be promptly refunded to the relevant Participant, holder or
    beneficiary. Without limiting the generality of the foregoing,
    no Award granted hereunder shall be construed as an offer to
    sell securities of Ingram Micro, and no such offer shall be
    outstanding, unless and until the Committee in its sole
    discretion has determined that any such offer, if made, would be
    in compliance with all applicable requirements of the federal
    securities laws and any other laws, whether domestic or foreign,
    to which such offer, if made, would be subject.



 



    (m) No Trust or
    Fund Created.  Neither the Plan nor any Award
    shall create or be construed to create a trust or separate fund
    of any kind or a fiduciary relationship between Ingram Micro or
    any Affiliate and a Participant or any other Person. To the
    extent that any Person acquires a right to receive payments from
    Ingram Micro or any Affiliate pursuant to an Award, such right
    shall be no greater than the right of any unsecured general
    creditor of Ingram Micro or any Affiliate.



 



    (n) No Fractional Shares.  No fractional
    Shares shall be issued or delivered pursuant to the Plan or any
    Award, and the Committee shall determine whether cash or other
    securities or other property shall be paid or transferred in
    lieu of any fractional Shares or whether such fractional Shares
    or any rights thereto shall be canceled, terminated, or
    otherwise eliminated.



 



    (o) Transfer Restrictions.  Shares
    acquired hereunder may not be sold, assigned, transferred,
    pledged or otherwise disposed of, except as provided in the Plan
    or the applicable Award Agreement.



 



    (p) Headings.  Headings are given to the
    Sections and subsections of the Plan solely as a convenience to
    facilitate reference. Such headings shall not be deemed in any
    way material or relevant to the construction or interpretation
    of the Plan or any provision thereof.



 



    (q) Sub-Plans.  Subject
    to the terms hereof, the Committee may from time to time adopt
    one or more
    Sub-Plans
    and grant Awards thereunder as it shall deem necessary or
    appropriate in its sole discretion in order that Awards may
    comply with the laws, rules or regulations of any jurisdiction;
    provided, however, that neither the terms of any
    Sub-Plan nor
    Awards thereunder shall be inconsistent with the Plan.



 



    (r) Section 409A.  To the extent that
    the Committee determines that any Award granted under the Plan
    is subject to Section 409A of the Code, the Award Agreement
    evidencing such Award shall incorporate the terms and conditions
    required by Section 409A of the Code. To the extent
    applicable, the Plan and Award Agreements shall be interpreted
    in accordance with Section 409A of the Code and Department
    of Treasury regulations and other interpretive guidance issued
    thereunder, including without limitation any such regulations or
    other guidance that may be issued after the date on which the
    Plan becomes effective. Notwithstanding any provision of the
    Plan to the contrary, in the event that following the date on
    which the Plan becomes effective the Committee determines that
    any Award may be subject to Section 409A of the Code and
    related Department of Treasury Guidance (including such
    Department of Treasury guidance as may be issued after the date
    on which the Plan becomes effective), the Committee may adopt
    such amendments to the Plan and the applicable Award Agreement
    or adopt other policies and procedures (including amendments,
    policies and procedures with retroactive effect), or take any
    other actions, that the Committee determines are necessary or
    appropriate to (a) exempt the Award from Section 409A
    of the Code
    and/or
    preserve the intended tax treatment of the benefits provided
    with respect to the Award, or (b) comply with the
    requirements of Section 409A of the Code and related
    Department of Treasury guidance and thereby avoid the
    application of any penalty taxes under such Section.




    

    A-12








 






    Section
    15.  Term of the Plan.



 



    (a) Effective Date.  The Plan shall be
    effective as of June 4, 2008, subject to approval by the
    shareholders of Ingram Micro. Awards may be granted hereunder
    prior to such shareholder approval subject in all cases,
    however, to such approval. If the Board determines in its sole
    discretion that Awards issued under Section 9 of the Plan
    should continue to be eligible to constitute Qualified
    Performance-Based Compensation, the Plan shall be resubmitted
    for approval by the shareholders in the fifth year after it
    shall have been last approved by the shareholders.



 



    (b) Expiration Date.  No Award shall be
    granted under the Plan after May 6, 2013. Unless otherwise
    expressly provided in the Plan or in an applicable Award
    Agreement, any Award granted hereunder may, and the authority of
    the Board or the Committee to amend, alter, adjust, suspend,
    discontinue, or terminate any such Award or to waive any
    conditions or rights under any such Award shall, continue after
    the authority for grant of new Awards hereunder has been
    exhausted.




    

    A-13