exv10w1






Exhibit 10.1













	1.0	 	PURPOSE
	 
	 	 	This Change in Control Policy (the “Policy”) is intended to provide eligible officers of the
Company with reasonable continuing financial security in their employment and position with
the Company, without distraction from uncertainties or risks regarding their employment
created by the possibility of a Change in Control of the Company. This Policy sets forth
the terms and conditions regarding the payment of benefits for eligible officers in
connection with a potential or actual Change in Control of the Company.
	 
	2.0	 	APPLICABILITY
	 
	 	 	This Policy applies to such officers of the Company as the Administrator may designate to
participate in the Policy from time to time in its discretion (collectively, the
“Participants”). Any such designation shall be in writing. The Administrator may remove a
Participant from participating in the Policy at any time by delivering written notice of
such removal to the Participant, provided, however, that such removal will not be effective
until the date that is one (1) year following the date on which the Administrator delivers
written notice of the removal to the Participant.
	 
	3.0	 	ADMINISTRATION
	 
	 	 	The Policy will be administered by the Human Resources Committee of the Board of Directors
(the “Committee”) unless the Board of Directors determines to administer the Policy itself
(the Committee or the Board of Directors, as applicable, in its role administering the
Policy is the “Administrator”). The Administrator may delegate ministerial administrative
duties to one or more officers or employees of the Company.
	 
	4.0	 	POLICY






	 	4.1.	 	Eligibility — Subject to a Participant’s employment by the Company through such
time, a Participant is entitled to the benefits described in Section 4.2 hereof if
such Participant’s employment with the Company terminates by reason of a Qualifying
Termination. With respect to such Participant, the “Effective Date” shall mean the
later of (a) the date of the Participant’s “separation from service” from the
Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code
of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (the
“Termination Date”), and (b) the effective date of the Change in Control.
	 
	 	4.2.	 	Benefits — With respect to a Participant meeting the eligibility criteria for
severance set forth in Section 4.1 hereof, subject to Sections 4.9 and 4.10 hereof:




 









 










	 	4.2.1	 	Subject to the Participant signing and not revoking, within
thirty (30) days following the Termination Date, a release and covenant
agreement satisfactory to the Company which may include, but is not limited to,
confidentiality, non-competition, non-solicitation, and no-raid provisions for
a period of twelve (12) months (a “Release”), the Company will pay to the
Participant in a single lump sum cash payment within fifteen (15) days after
the Effective Date, the aggregate amount of:






	 	4.2.1.1	 	An amount equal to the product of (x) Participant’s Severance
Multiplier, times (y) the sum of the Participant’s Base Salary
plus the Participant’s Target Annual Bonus;
	 
	 	4.2.1.2	 	An amount equal to the product of (x) Participant’s Target
Annual Bonus, times (y) a fraction, the numerator of which is
the number of days completed in the then existing fiscal year
through the Termination Date, and the denominator of which is
three hundred sixty-five (365); and
	 
	 	4.2.1.3	 	An amount equal to the product of (x) the Participant’s
Severance Multiplier, times (y) the annualized cost of the
Company-sponsored medical, dental, and vision insurance benefits
in effect as of the Effective Date for the Participant and his
or her enrolled dependents, at a cost equal to 100% of the
Company’s premium rate for such benefits at such time.






	 	4.2.2	 	The Company will pay to the Participant in a single lump sum
cash payment within fifteen (15) days after the Effective Date, an amount equal
to the sum of the Participant’s earned but unpaid Base Salary, accrued but
unpaid vacation pay and reasonable business expenses incurred but unpaid, in
each case, through the Termination Date.
	 
	 	4.2.3	 	The Company will provide to the Participant participation in a
Company paid outplacement program for up to one (1) year following the
Effective Date, up to a maximum cost to the Company of $20,000. The selection
of the outplacement assistance firm shall be at the discretion of the Company.
The Participant may not select a cash payment in lieu of this benefit.






	 	4.3.	 	Equity and Long-Term Cash Awards — Subject to Sections 4.9 and 4.10 hereof, in
the event of a Change in Control, with respect to each stock option, restricted stock
unit, restricted stock award, and long-term cash award (each, an “Award”) granted by
the Company to the Participant under any of the Company’s equity or long-term cash
award plans (each a “Long-Term Incentive Plan”)




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	 	4.3.1	 	Immediately prior to the consummation of the Change in
Control, each Award that is not assumed or substituted with an equivalent award
by the successor corporation in the Change in Control (or a parent or
subsidiary of such successor corporation) shall become fully vested and, with
respect to stock options, exercisable and all forfeiture restrictions on any or
all of such Awards shall lapse, and any performance targets applicable to such
Awards shall be treated as satisfied.
	 
	 	4.3.2	 	If the Participant’s employment with the Company terminates by
reason of a Qualifying Termination, upon the Effective Date, each Award that is
assumed or substituted with an equivalent award by the successor corporation in
the Change in Control (or a parent or subsidiary of such successor corporation)
and that generally remains outstanding following such Change in Control shall
become fully vested and, with respect to stock options, exercisable and all
forfeiture restrictions on any or all of such Awards shall lapse, and any
performance targets applicable to such Awards shall be treated as satisfied.
In addition, with respect to any such Awards that are stock options, such stock
options shall remain outstanding and exercisable until the earliest to occur
of: (i) later of the second anniversary of the Effective Date or such later
expiration date as provided by the terms of the applicable Long-Term Incentive
Plan and/or the Participant’s award agreement for such stock options, or (ii)
the stated expiration of the stock option.






	 	4.4.	 	Executive Physical Examination Program — Participation in the Company’s Executive
Physical Examination Program will cease on the Termination Date.
	 
	 	4.5.	 	Retirement Plans — A Participant’s participation in the Company’s retirement plan(s)
and deferred compensation plan(s) will cease on the Termination Date. Payment of
accrued benefits and account balances in these plans will be made in accordance with
the plans’ provisions and the Participant’s distribution election forms on file as
of the Termination Date.






	 	4.6.	 	Mitigation of Benefits — The Participant will not be obligated to seek other
employment in mitigation of the amounts payable or arrangements made under this
Policy. Obtaining any other employment will in no event affect any of the Company’s
obligations to make payments and arrangements referenced within this Policy.
	 
	 	4.7.	 	Effect of Other Arrangements — This Policy applies to certain terminations of a
Participant’s employment with the Company, either (a) within twenty-four (24)




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	 	 	 	months after the effective date of a Change in Control, (b) or during the period
commencing on the execution of a letter of intent or definitive agreement that
results in the consummation of a Change in Control within six (6) months after the
execution of such letter or agreement and ending on the date that the Change in
Control occurs. To the extent that the Participant becomes entitled to accelerated
vesting, extended exercisability and/or severance payments and benefits under this
Policy, as applicable, the terms and conditions of this Policy shall control such
payments and/or benefits in their entirety and such payments and/or benefits shall
supersede and replace any comparable accelerated vesting, exercisability and/or
severance benefits, as applicable, that the Participant would otherwise be entitled
to receive under the terms of any other employment, severance or similar agreements,
plans or arrangements with the Company in connection with a Change in Control or any
Qualifying Termination, including without limitation, under the Company’s Executive
Officer Severance Policy, unless the Participant is entitled to receive greater
payments and/or benefits under an applicable employment agreement, in which case the
Participant may elect to receive such payments and/or benefits in lieu of the
payments and/or benefits provided hereunder. No termination of a Participant’s
employment shall be covered under both this Policy and the Company’s Executive
Officer Severance Policy. In no event shall the provisions of this Policy result in
the duplication of payments or benefits payable or provided to a Participant.
	 
	 	4.8.	 	Authority — The Administrator maintains the right to modify or terminate this Policy
at any time, with or without prior notification to any Participant; provided,
however, that no such modification or termination will take effect until twelve (12)
months after the date of such modification or termination, unless the Administrator
determines that an earlier effective date is (a) necessary or appropriate pursuant
to Section 4.9 hereof or (b) will not materially reduce the benefits or potential
benefits intended to be made available under the Policy to any Participant.
	 
	 	4.9.	 	Section 409A — The payments and benefits under this Policy are not intended to
constitute “nonqualified deferred compensation” within the meaning of Section 409A of
the Code. Notwithstanding any provision of this Policy to the contrary, in the event
that the Company determines that any payments or benefits payable hereunder may be
subject to Section 409A of the Code, the Company may adopt such amendments to this
Policy or take any other actions that the Company determines are necessary or
appropriate to (i) exempt such payments and benefits from Section 409A of the Code
and/or preserve the intended tax treatment of such payments or benefits, or (ii) comply
with the requirements of Section 409A of the




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	 	 	 	Code and related Department of Treasury
guidance and thereby avoid the application of penalty taxes under Section 409A of the
Code.
	 
	 	 	 	Notwithstanding anything to the contrary in this Policy, no compensation or benefits
shall be paid to the Participant during the 6-month period following the
Participant’s “separation from service” (within the meaning of Section
409A(a)(2)(A)(i) of the Code if the Company determines that paying such amounts at
the time or times indicated in this Policy would be a prohibited distribution under
Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed
as a result of the previous sentence, then on the first business day following the
end of such 6-month period (or such earlier date upon which such amount can be paid
under Section 409A of the Code without resulting in a prohibited distribution,
including as a result of the Participant’s death), the Company shall pay the
Participant a lump-sum amount equal to the cumulative amount that would have
otherwise been payable to the Participant during such period.
	 
	 	4.10.	 	Section 280G






	 	4.10.1	 	Notwithstanding anything to the contrary in this Policy, any payment or
benefit received or to be received by the Participant in connection with a
“change in control event” that would constitute a “parachute payment”
(each within the meaning of Code Section 280G), whether payable pursuant to
the terms of this Policy or any other plan, arrangements or agreement with
the Company (collectively, the “Total Payments”), shall be reduced to the
least extent necessary so that no portion of the Total Payments shall be
subject to the excise tax imposed by Section 4999 of the Code, but only if,
by reason of such reduction, the Net After-Tax Benefit received by the
Participant as a result of such reduction will exceed the Net After-Tax
Benefit that would have been received by the Participant if no such
reduction was made. If excise taxes may apply to the Total Payments, the
foregoing determination will be made by a nationally recognized accounting
firm (the “Accounting Firm”) selected by the Company The Company will
direct the Accounting Firm to submit any such determinations and detailed
supporting calculations to both any affected Participant and the Company
within thirty (30) days after the Effective Date or such other date on which
a payment becomes due.
	 
	 	4.10.2	 	If the Accounting Firm determines that a reduction in payments is required by
this Section 4.10, the Total Payments shall be reduced in the following order:
(A) reduction of any cash severance payments otherwise payable to




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	 	 	 	the
Participant that are exempt from Section 409A of the Code; (B) reduction of any
other cash payments or benefits otherwise payable to the Participant that are
exempt from Section 409A of the Code, but excluding any payments attributable
to any acceleration of vesting or payments with respect to any equity award
that are exempt from Section 409A of the Code; (C) reduction of any other
payments or benefits otherwise payable to the Participant on a pro-rata basis
or such other manner that complies with Section 409A of the Code, but excluding
any payments attributable to any acceleration of vesting and payments with
respect to any equity award that are exempt from Section 409A of the Code; and
(D) reduction of any payments attributable to any acceleration of vesting or
payments with respect to any equity award that are exempt from Section 409A of
the Code, in each case beginning with payments that would otherwise be made
last in time.
	 
	 	4.10.3	 	If applicable, the Participant and the Company will each provide the
Accounting Firm access to and copies of any books, records and documents in
their respective possession, reasonably requested by the Accounting Firm, and
otherwise cooperate with the Accounting Firm in connection with the preparation
and issuance of the determinations and calculations contemplated by this
Section 4.10. The fees and expenses of the Accounting Firm for its services in
connection with the determinations
and calculations contemplated by this Section 4.10 will be borne by the
Company.






	 	4.11.	 	Return of Payment — Notwithstanding anything to the contrary in this Policy, if the
Participant receives any severance payments or other benefits under this Policy and
the Company subsequently determines that the Participant had engaged in conduct
which constituted Cause for the termination of his employment by the Company prior
to the Termination Date, the Participant shall reimburse the Company for all
payments and the value of all benefits received by the Participant which would not
have been made if the Participant’s employment had been terminated by the Company
for Cause with interest at the US Prime Rate as published by Bloomberg Finance L.P.,
compounded annually, from the date such payments or benefits were made until the
date of repayment.
	 
	 	4.12.	 	Arbitration — With respect to any Participant, any controversy or claim
arising out of or relating to this Policy shall be submitted to binding arbitration.
By agreeing to arbitrate, the Participant agrees to waive the Participant’s right to a
jury trial. The arbitration will be conducted in accordance with this Policy, the
Federal Arbitration Act and the Employment Arbitration Rules of the American




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	 	 	 	Arbitration Association, as in effect at the time of any arbitration pursuant to this
Policy (the “AAA Rules”). In the event of a conflict, the provisions of the AAA Rules
will control, except where those AAA Rules conflict with this Policy, in which case
this Policy will control. The arbitration shall be conducted before a single neutral
arbitrator, regardless of the size of the dispute, to be selected as provided in the
AAA Rules. The arbitration shall be commenced and held in Orange County, California.
Any issue concerning the location of the arbitration, the extent to which any dispute
is subject to arbitration, the applicability, interpretation, or enforceability of
these procedures, including any contention that all or part of these procedures are
invalid or unenforceable, and any discovery disputes, shall be resolved by the
arbitrator. No potential arbitrator may serve on the panel unless he or she has agreed
in writing to be bound by these procedures. To the extent state law is applicable, the
arbitrator shall apply the law of California. Each party will, upon the written
request of the other party, promptly provide the other with copies of all documents on
which the producing party may rely in support of or in opposition to any claim or
defense and a report of any expert whom the producing party may call as a witness in
the arbitration hearing. Additional discovery shall be conducted as permitted by the
AAA Rules or as may be ordered by the arbitrator upon a showing of good cause. All
aspects of the arbitration shall be treated as confidential and neither the parties nor
the
arbitrator may disclose the existence, content or results of the arbitration, except
as necessary to comply with legal or regulatory requirements, or to enforce any
ruling or award. Before making any such disclosure, a party shall give written
notice to all other parties and shall afford such parties a reasonable opportunity
to protect their interests. The parties shall share all fees and costs payable to
the arbitrator or AAA equally, except that the Company will pay all fees and costs
that are unique to arbitration and/or in excess of the costs that would be incurred
if the action were filed in a court of competent jurisdiction. All attorneys’ fees,
witness fees and other costs shall be paid by the party that incurs those costs and
expenses, except to the extent that a party is entitled to recover those costs or
expenses under applicable law. The result of the arbitration shall be rendered in
writing and shall be binding on the parties and judgment on the arbitrators’ award
may be entered in any court having jurisdiction.






	5.0	 	RESPONSIBILITIES
	 
	6.0	 	PROCEDURES
	 
	7.0	 	RELATED DOCUMENTS
	 
	8.0	 	DEFINITIONS




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	 	 	For purposes of this Policy, the following terms will have the meanings set forth below:






	 	8.1.	 	“Base Salary” means, as of the Effective Date, the fixed annual cash compensation
that is generally paid in substantially equal periodic payments over the course of
the 12-month period approximating the calendar year.
	 
	 	8.2.	 	“Cause” means the occurrence of any one or more of the following:






	 	8.2.1	 	any willful, material violation by the Participant of any law
or regulation applicable to the business of the Company, the Participant’s
conviction for, or guilty plea to, a felony or a crime involving moral
turpitude, or any willful perpetration by the Participant of a common law
fraud,
	 
	 	8.2.2	 	any material breach by the Participant of any provision of any
agreement or understanding between the Company and the Participant regarding
the terms of the Participant’s service as an employee, officer, director or
consultant to the Company, including without limitation, the willful and
continued failure or refusal of the Participant to perform the material
duties required of such Participant as an employee, officer, director or
consultant of the Company, other than as a result of having a disability, or
a breach of any applicable invention assignment and confidentiality
agreement or similar agreement between the Company and the Participant,
	 
	 	8.2.3	 	Participant’s willful disregard of the policies of the Company
so as to cause loss, damage or injury to the property, reputation or employees
of the Company,
	 
	 	8.2.4	 	failure by Participant to substantially perform, or gross
negligence in the performance of Participant’s duties after there has been
delivered to Participant written demand for performance which describes the
specific deficiencies in Participant’s performance and the specific manner in
which performance must be improved, and which provides 30 days from the date of
notice to remedy performance deficiencies subject to remedy; or
	 
	 	8.2.5	 	any other misconduct by the Participant which is materially
injurious to the financial condition or business reputation of, or is otherwise
materially injurious to, the Company.






	 	8.3.	 	“Change In Control” means the occurrence of any one of the following events:






	 	8.3.1	 	any “person” (as such term is used in Sections 13(d) and 14(d)
of the Securities and Exchange Act of 1934 (the “Exchange Act”)) becomes the




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	 	 	 	“beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of Ingram Micro Inc. representing 35% or more of the
total voting power represented by Ingram Micro Inc.’s then-outstanding voting
securities;
	 
	 	8.3.2	 	the consummation of the sale or disposition by Ingram Micro
Inc. of all or substantially all of Ingram Micro Inc.’s assets;
	 
	 	8.3.3	 	the consummation of a merger or consolidation of Ingram Micro
Inc. with any other corporation, other than a merger or consolidation which
would result in the voting securities of Ingram Micro Inc. outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or its parent) at least fifty percent (50%) of the total voting power
represented by the voting securities of Ingram Micro Inc. or such
surviving entity or its parent outstanding immediately after such merger or
consolidation or
	 
	 	8.3.4	 	any other transaction which qualifies as a “corporate
transaction” under Section 424(a) of the Code wherein the stockholders of
Ingram Micro Inc. give up all of their equity interest in Ingram Micro Inc.
(except for the acquisition, sale or transfer of all or substantially all of
the outstanding shares of Ingram Micro Inc.).






	 	 	 	Notwithstanding the foregoing, if a Change in Control constitutes a payment event
with respect to any benefit payable under this Policy which provides for the
deferral of compensation that is subject to Section 409A of the Code, to the extent
required to avoid the imposition of additional taxes under Section 409A of the Code,
the transaction or event described in this Section 8.3, with respect to such benefit
shall only constitute a Change in Control for purposes of the payment timing of such
benefit if such transaction also constitutes a “change in control event,” as defined
in Treasury Regulation §1.409A-3(i)(5).
	 
	 	8.4.	 	“Company” means Ingram Micro Inc., a Delaware corporation, and its wholly owned
subsidiaries and affiliates. Company also means Ingram Micro Inc.’s predecessor
companies and their wholly-owned subsidiaries and affiliates.
	 
	 	8.5.	 	“Good Reason” means a






	 	8.5.1	 	a material diminution in the Participant’s authority, duties
and responsibilities,




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	 	8.5.2	 	a material diminution in the Participant’s annual base salary
or Participant’s aggregate incentive compensation opportunities (unless
balanced by an increase in base salary),
	 
	 	8.5.3	 	any action or inaction that constitutes a material breach by
the Company of this Policy with respect to the Participant; or
	 
	 	8.5.4	 	a material change by the Company in the geographic location of
the Participant’s principal place of employment (defined for this purpose to
mean a change in which the Participant’s place of employment is more than fifty
(50) miles from the Participant’s place of employment immediately prior to the
Change in Control, provided that such change results in an increase in the
distance from the Participant’s principal
residence immediately prior to the Change in Control, except for required
travel on the Company’s business to an extent substantially consistent with
the Participant’s business travel obligations immediately prior to the
Change in Control);






	 	 	 	provided, however, Good Reason shall not exist unless and until the Participant
satisfies the notice and cure period provisions set forth below. The Participant
must provide a notice of termination to the Company within ninety (90) days of the
initial existence of the condition, event or circumstance that constitutes Good
Reason. Upon receipt of such notice, the Company shall have thirty (30) days during
which it may remedy the condition, event or circumstance that constitutes Good
Reason, and if not so cured, the Participant shall terminate his or her employment
with the Company upon the expiration of the Company’s period to remedy the
condition, event or circumstance that constitutes Good Reason. If the Company
remedies such condition, event or circumstance, then the Participant shall not be
entitled to terminate employment with the Company for Good Reason.
	 
	 	8.6.	 	“Net After-Tax Benefit” means (i) the Total Payments that the Participant
becomes entitled to receive from the Company which would constitute “parachute
payments” within the meaning of Code Section 280G, less (ii) the amount of all federal,
state and local income and employment taxes payable with respect to the Total Payments,
calculated at the maximum applicable marginal income tax rate, less (iii) the amount of
excise taxes imposed with respect to the Total Payments under Section 4999 of the Code.
	 
	 	8.7.	 	“Qualifying Termination” means a termination of a Participant’s employment with
the Company by the Company without Cause or by the Participant for Good




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	 	 	 	Reason, either
(a) within twenty-four (24) months after the effective date of a Change in Control, (b)
or during the period commencing on the execution of a letter of intent or definitive
agreement (an “Agreement”) that results in the consummation of a Change in Control
within six (6) months after the execution of such Agreement and ending on the date that
the Change in Control occurs.
	 
	 	8.8.	 	“Severance Multiplier” means






	 	8.8.1	 	two (2), with respect to the Chief Executive Officer, and
	 
	 	8.8.2	 	one and one half (1.5), with respect to all Participants other
than the Chief Executive Officer.






	 	8.9.	 	“Target Annual Bonus” means the Participant’s annual base salary in effect on the
Effective Date multiplied by the incentive award percentage applicable to such
Participant’s salary grade or position as specified in the Company’s annual
Executive Incentive Award Plan in effect for the fiscal year in which the Effective
Date occurs.






	9.0	 	REVISION HISTORY






	 	9.1.	 	Adopted September 7, 2010






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