##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
 0-23494
(Commission File no.)
 
 Brightpoint, Inc.
 (Exact name of registrant as specified in its charter)
 Indiana
    
    35-1778566(State or other jurisdiction of
    
    (I.R.S. Employerincorporation)
    
    Identification No.)
 2601 METROPOLIS PARKWAY, SUITE 210, PLAINFIELD, INDIANA 46168  (Address of principal executive offices including zip code)
 Registrants telephone number, including area code: (317) 707-2355
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, $.01 Par value
    
    The NASDAQ Stock Market LLC (NASDAQ Global Select Market)Preferred Share Purchase Rights
 Securities registered pursuant to Section 12(g) of the Act: NONE
 o þ
 o þ
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  o þ o
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   DOCUMENTS INCORPORATED BY REFERENCE:




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EXPLANATORY NOTE
  Item
    
    DescriptionPART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance.Item 11.
    
    Executive Compensation.Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence.Item 14.
    
    Principal Accounting Fees and Services.PART IVItem 15.
    
    Exhibits and Financial Statement Schedules.
   1




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All references in this Form 10-K/A related to our common stock, including, but not limited to,
share amounts, per share amounts, average shares outstanding and information concerning or related
to our equity compensation plans, have been adjusted retroactively to reflect stock splits,
including our 6-for-5 common stock split effected in the form of a stock dividend on May 31, 2006
and our 3-for-2 common stock splits effected, each in the form of a stock dividend, on September
30, 2005 and December 30, 2005.
 PART III
 Item 10. Directors, Executive Officers and Corporate Governance.
 EXECUTIVE OFFICERS AND DIRECTORS
  Name
    
    Age
    
    Position(s)Robert J. Laikin
    
    43
    
    Chairman of the Board, Chief Executive Officer andClass II DirectorJ. Mark Howell
    
    42
    
    President and President, Americas DivisionExecutive Vice President, Chief Financial Officer andAnthony Boor
    
    44
    
    TreasurerSteven E. Fivel
    
    46
    
    Executive Vice President, General Counsel and SecretaryVincent Donargo
    
    46
    
    Vice President, Chief Accounting Officer and ControllerR. Bruce Thomlinson
    
    45
    
    President, International OperationsJohn Alexander du Plessis Currie
    
    42
    
    President, Emerging MarketsEliza Hermann (1)(2)
    
    45
    
    Class I DirectorV. William Hunt (3)
    
    62
    
    Class I DirectorStephen H. Simon (2)
    
    41
    
    Class I DirectorRichard W. Roedel (1)(3)
    
    57
    
    Class II DirectorRobert F. Wagner (2)
    
    72
    
    Class II DirectorMarisa E. Pratt (3)
    
    42
    
    Class III DirectorJerre L. Stead (1)(2)
    
    64
    
    Class III DirectorKari-Pekka Wilska
    
    59
    
    Class III Director
 
 (1)
    
    Member of the corporate governance and nominating committee(2)
    
    Member of the compensation and human resources committee(3)
    
    Member of the audit committee Robert J. Laikin
 J. Mark Howell
 2




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Anthony Boor
 Steven E. Fivel
 Vincent Donargo
 R. Bruce Thomlinson
 John Alexander du Plessis Currie
 Eliza Hermann
 V. William Hunt
 Stephen H. Simon
 3




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Richard W. Roedel
 Robert F. Wagner .
 Marisa E. Pratt
 Jerre L. Stead
 Kari-Pekka Wilska
 Board committees
    4




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Corporate governance and nominating committee
  
    
    Jerre L. Stead, chairperson,
    
    Richard W. Roedel and
    
    Eliza Hermann.
 Audit committee
  
    
    Richard W. Roedel, chairperson,
    
    Marisa E. Pratt and
    
    V. William Hunt
  Compensation and human resources committee
  
 
    
    Eliza Hermann, chairperson,
    
    Jerre L. Stead,
    
    Stephen H. Simon and
    
    Robert F. Wagner.
 Section 16(a) beneficial ownership reporting compliance
  5




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Code of Business Conduct
 www.brightpoint.com
 Item 11. Executive Compensation.
 EXECUTIVE COMPENSATION
 Compensation discussion and analysis
 General
   
    
    the objectives of our compensation program;
    
    the forms of compensation paid during 2006 to each of our chief executive
officer, chief financial officer and other four most highly paid executive officers
during the fiscal year ended December 31, 2006, referred to throughout this Report as
our named executive officers;
    
    the compensation committees process for determining named executive officer
compensation; and
    
    certain determinations made by our compensation committee with respect to
the various components of our named executive officers compensation.
 Objectives of our compensation program
    
    
    to provide our named executive officers with base salaries in the aggregate
at the median of the relevant external market comparator group, recognizing that
individual base salaries will vary above and below that level, reflecting individual job
performance, including results and behaviors, as well as skills, experience and length
of tenure in position;
    
    to provide an opportunity for the total cash compensation paid to our
executive officers to significantly exceed the market median when exceptional individual
and business performance is achieved;
    
    to link a portion of the compensation of these officers with the achievement
of our overall performance goals, to ensure alignment with our strategic direction and
values and to ensure that individual performance is directed towards the achievement of
our collective goals;
    
    to enhance alignment of individual performance and contribution with
long-term shareholder value and business objectives by providing equity awards through
our long-term incentive plan;
 6




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
    
    to motivate and incentivize our named executive officers to continually
contribute superior job performance throughout the year;
    
    to retain the services of named executive officers so that they will
continue to contribute to and be a part of our long-term success; and
    
    to encourage the ongoing career development of our executives and other
employees.
  
    
    base salaries;
    
    performance-based cash bonuses under our annual executive bonus plan;
    
    performance-based grants of equity compensation under our annual executive equity program;
    
    when performance warrants, the possibility of discretionary (non-formulaic)
cash-based bonuses and/or discretionary grants of equity compensation;
    
    post-termination compensation; and
    
    other benefits.
 Forms of compensation paid to named executive officers
  
    
    Base salaries. Base salary represents cash amounts paid during the fiscal
year to named executive officers as direct compensation for their services to us. Base
salaries and base salary increases are used to reward superior individual job
performance of each named executive officer on a day-to-day basis during the year and to
encourage continued superior job performance. We also use base salary as an incentive
to attract top quality executives from the external labor market. Base salaries and
base salary increases also recognize the overall skills, experience and tenure in
position of each named executive officer.
    
    Performance-based cash bonuses under our annual executive bonus plan.Each
year our compensation committee adopts, and routinely reviews the design of, an
executive bonus plan which provides our named executive officers and certain other key
employees with the opportunity of earning a cash bonus payment if certain designated
goals are attained. We use these cash bonuses to reward named executive officers for
their short-term contributions to our performance, as measured by our ability to achieve
specified financial and strategic targets within our overall operating plan.
    
    Discretionary cash-based bonuses. In addition to performance-based cash
bonuses earned under our annual executive bonus plan, the compensation committee may
also award discretionary cash bonuses, which are unrelated to the performance milestones
specified in the annual executive bonus plan, to certain named executive officers and
certain other key employees based on both their individual performance and our overall
performance.
    
    Performance-based grants of equity compensation under our annual executive
equity program.We use performance-based equity grants to ensure focus on key
operational and strategic objectives. These awards recognize the named executive
officers for their contributions to our overall corporate performance, as measured by
our ability to achieve specified financial and strategic targets within our overall
operating plan. Performance based grants of equity compensation under our annual
executive equity program are subject to forfeiture, in whole or in part, prior to the
first anniversary of the grant if we do not achieve certain pre-established performance
goals. If any or all of the performance goals are not achieved, then the corresponding
percentage of the equity is forfeited. Those equity awards that are no longer subject
to forfeiture vest in three equal annual installments beginning with the first
anniversary of the grant, subject to, and in accordance with our 2004 Long-Term
Incentive Plan and any agreement entered into between us and the grantee. These awards
can take the form of options, restricted stock units and restricted stock awards and are
granted under our 2004 Long-Term Incentive Plan in accordance with the terms of the
executive equity program adopted by our compensation committee each year in connection
with its administration, and furtherance of the goals, of our 2004 Long-Term Incentive
Plan. A restricted stock unit is generally issued pursuant to a vesting schedule and
entitles the holder to receive one share of our common stock upon the vesting date; it
cannot be converted to shares of stock until and to the extent it vests. A restricted
stock award entitles the holder to receive one share of our common stock upon the grant
date, which remains subject to the restrictions set forth in a restricted stock
agreement. It too is granted pursuant to a time-based vesting schedule but, unlike a
restricted stock unit, it is considered issued and outstanding immediately upon the date
of grant. In 2006, all of our performance-based equity grants were restricted stock
units.
 7




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
    
    Discretionary grants of equity compensation.In addition to
performance-based equity awards earned under our annual executive equity program, the
compensation committee may also determine, on a case-by-case basis, when additional
grants, outside of the annual executive equity program, are warranted by individual and
company performance or for motivation or retention reasons. These awards can take the
form of options, restricted stock units and restricted stock awards and are also made
under our 2004 Long-Term Incentive Plan.
    
    Initial equity grant upon being hired or appointed.Initial grants of
restricted stock units under our 2004 Long-Term Incentive Plan occur when an executive
officer is hired or otherwise becomes a named executive officer. Such grants enable us
to reward existing executive officers upon promotion to higher levels of management and
to recruit new executives. Initial equity grants are determined based on overall market
data, as well as comparisons to our other executives similar grants or holdings, and
are usually recommended by Mr. Laikin with approval by the compensation committee or the
full board of directors. Because these initial grants are structured as an incentive
for employment, the amount of these grants may vary depending on the particular
circumstances of the named executive officer.
    
    Post-termination compensation.We do not offer any pension plan to our
named executive officers aside from complying with statutory provisions in the different
jurisdictions in which we operate around the world. We do, however, offer all our
U.S.-based employees, including our U.S.-based named executive officers, the opportunity
to participate in our ERISA-qualified 401(k) Plan. All U.S.-based named executive
officers are eligible to participate in this 401(k) Plan and to receive a company match,
subject to plan requirements and contribution limits established by the Internal Revenue
Service. In addition, three of our named executive officers have Supplemental Executive
Retirement Plan agreements, referred to as SERPs, under which we will implement a
supplemental retirement benefit providing these executives with a ten year benefit
beginning on the later of termination of employment and the attainment of a certain age.
Additionally, pursuant to our employment agreements with our named executive officers,
they are each entitled to certain cash payments, and some of them would be entitled to
the acceleration of their equity awards, upon a change of control. Some of our named
executive officers are also entitled to cash severance payments and the acceleration of
their equity awards upon the termination of their employment in certain other
circumstances. In addition, we have certain statutory obligations upon termination
and/or retirement of our overseas-based named executive officers in accordance with
local laws and regulations.
    
    Other benefits. In addition, while we generally do not offer perquisites to
our named executive officers, we may and do provide them with, to varying degrees, a
limited amount of other benefits. These include payments of life insurance premiums,
payments of long-term disability insurance premiums and employer contributions toward
group medical insurance.
 Process for determining named executive officer compensation
 Overall compensation program
 
    
    compensation paid to executive officers, as defined in Section 16 of the
Securities and Exchange Act of 1934 and the rules and regulations promulgated
thereunder, including all of our named executive officers, must be approved by our board
of directors or by the compensation committee;
    
    our chief executive officer, Robert Laikin, supported by our senior vice
president of global human resources, Annette Cyr, provides input and recommendations
with respect to the compensation levels for each of the individuals reporting directly
to him, including our named executive officers; however, the compensation committee
ultimately decides the compensation for these individuals. Mr. Laikin and Ms. Cyr also
review the total compensation amounts of all of the named executive officers except that
of Mr. Laikin; and
    
    for the compensation level of our chief executive officer, the compensation
committee determines a recommendation for subsequent approval by the full board of
directors.
 Competitive positioning
 8




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Alltel Corp.
    
    Corporate Express
    
    Solectron CorporationAmetek, Inc.
    
    DST Systems, Inc.
    
    The Servicemaster CompanyAnixter Inc
    
    FedEx Supply Chain Services
    
    Tech Data CorporationArrow Electronics, inc.
    
    Global Payments Inc.
    
    Teradyne, IncAvaya Inc.
    
    Graphic Packaging Corporation
    
    United StationersCDW Corporation
    
    Imation
    
    UPS Supply Chain SolutionsCeridian Corporation
    
    L-3 Communications CorporationConvergys Corporation
    
    Rockwell Automation
 Factors considered and reviewed
    Timing and procedures
 9




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Determinations made with respect to executive compensation in and for 2006
 Base salaries
  End 2005
    
    2006
    
    Change
    
    ChangeNamed executive officer
    
    Base Salary
    
    Base Salary
    
    Amount
    
    %J. Mark Howell
    
    $420,000
    
    $455,000
    
    $35,000
    
    8.3%Anthony W. Boor
    
    $325,000
    
    $350,000
    
    $25,000
    
    7.8%Steven E. Fivel
    
    $350,000
    
    $360,000
    
    $10,000
    
    2.8%R. Bruce Thomlinson
    
    $441,616(1)
    
    $465,905(1)
    
    $24,289(1)
    
    5.5%John Alexander Du Plessis Currie
    
    
    
    $400,000
    
    
    
    
 
 (1)
    
    Mr. Thomlinson is paid in Australian dollars. The dollar amounts reported in this table for
Mr. Thomlinson are based on an exchange rate of 0.7886 Australian dollars to one U.S. dollar as in
effect on December 31, 2006.  End 2005
    
    2006
    
    Change
    
    ChangeNamed executive officer
    
    Base Salary
    
    Base Salary
    
    Amount
    
    %Robert J. Laikin
    
    $705,000
    
    $750,000
    
    $45,000
    
    6.4%
    Performance-based cash bonuses under our annual executive bonus plans
    10




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Discretionary cash-based bonuses
   Performance-based grants of equity compensation under our annual executive equity programs.
      11




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Discretionary grants of equity compensation.
 th nd
    Initial equity grant upon being hired or appointed a named executive officer.
 12




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Post-termination compensation
 Post-retirement compensation
   Change
of control agreements; severance arrangements
   13




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Other benefits
  
    
    payments of life insurance premiums.We continued to provide all U.S.-based
named executive officers and other executives with a group life insurance plan at no
cost. The life insurance plan provides a benefit of two times the executives annual
base salary up to a maximum of $400,000 in the event of the death of the plan
participant. This plan also provides an accidental death and dismemberment benefit with
a maximum possible benefit equal to that of the life insurance benefit;
    
    payments of long-term disability insurance premiums. We continued to
provide all of our U.S.-based named executive officers, other U.S.-based executives and
other key employees with a group long-term disability plan that provides a benefit in
the event of the plan participants disability equal to two-thirds of the participants
pre-disability income, up to a maximum of $12,000 per month;
    
    employer contributions toward group medical insurance.We continued to
provide all of our U.S.-based named executive officers and other U.S.-based executives
and employees with a group medical insurance program that provides both preventive and
catastrophic benefits. Benefits offered to employees outside of the United States vary
by local practice and statutory requirements in each of the jurisdictions in which we
operate; and
    
    perquisites. We generally do not offer perquisites to our named executive
officers. At the time of our acquisition of Persequor Limited, however, we acquired a
legacy program through which all employees, including Mr. Currie, one of our named
executive officers, received housing advances in accordance with local custom in Dubai.
We stopped the practice of allowing Mr. Currie to participate in this program. As of
the date of this Report, Mr. Currie has repaid to us all amounts he received under this
program.
 Policy on tax matters
 Section 162(m).
 Sections 280G and 4999.
 Report of compensation committee on compensation analysis and discussion
  14




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15




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2006 summary compensation table
  Change inpension valueand non-Non-equity
    
    
    qualifiedStock
    
    
    
    
    
    
    incentive plan
    
    
    deferredBase
    
    
    awards
    
    
    Option
    
    
    compensation
    
    
    compensation
    
    
    All otherName
    
    Year
    
    
    salary
    
    
    (1)
    
    
    awards (2)
    
    
    (3)
    
    
    earnings (4)
    
    
    compensation (5)
    
    
    TotalRobert J. Laikin
Chairman of the
Board and Chief
Executive
Officer
    
    
    2006
    
    
    $
    750,000
    
    
    $
    888,301
    
    
    $
    265,324
    
    
    $
    750,000
    
    
    $
    154,686
    
    
    $
    8,112
    
    
    $
    2,816,423J. Mark Howell
President
    
    
    2006
    
    
    $
    455,000
    
    
    $
    423,288
    
    
    $
    132,775
    
    
    $
    227,500
    
    
    $
    63,288
    
    
    $
    8,112
    
    
    $
    1,309,963Anthony W. Boor
Executive Vice
President, Chief
Financial
Officer and
Treasurer
    
    
    2006
    
    
    $
    350,000
    
    
    $
    159,863
    
    
    $
    42,347
    
    
    $
    175,000
    
    
    
    
    
    
    $
    7,972
    
    
    $
    735,182Steven E. Fivel
Executive Vice
President,
General Counsel
and Secretary
    
    
    2006
    
    
    $
    360,000
    
    
    $
    265,385
    
    
    $
    123,295
    
    
    $
    180,000
    
    
    $
    55,081
    
    
    $
    8,112
    
    
    $
    991,873R. Bruce Thomlinson
(6)
President, Asia
Pacific
    
    
    2006
    
    
    $
    465,905
    
    
    $
    308,155
    
    
    $
    132,775
    
    
    $
    232,952
    
    
    
    
    
    
    $
    9,895
    
    
    $
    1,149,682John Alexander Du
Plessis Currie
President,
Emerging Markets
    
    
    2006
    
    
    $
    400,000
    
    
    $
    419,644
    
    
    
    
    
    
    $
    200,000
    
    
    
    
    
    
    $
    253,011
    (7)
    
    $
    1,272,655
 
 (1)
    
    Represents the dollar amounts recognized for financial statement reporting purposes in fiscal
2006 with respect to shares of restricted stock and restricted stock units, as determined
based on a calculation pursuant to Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 123 (revised 2004), Share-Based Payment(SFAS 123(R)). Please
refer to Note 2 to our consolidated financial statements filed with our Annual Report on Form
10-K for the year ended December 31, 2006 for the relevant assumptions related to the
calculation of such value.(2)
    
    Represents the dollar amounts recognized for financial statement reporting purposes in fiscal
2006 with respect to options, as determined based on a calculation pursuant to SFAS 123R.
Please refer to Note 2 to our consolidated financial statements filed with our Annual Report
on Form 10-K for the year ended December 31, 2006 for the relevant assumptions related to the
calculation of such value.(3)
    
    Represents performance-based cash bonuses paid in 2007 that were earned in 2006 under our
2006 executive bonus plan. All of the bonus metrics were achieved for 2006. In accordance
with the plan, Mr. Laikin received a bonus payment equal to 100% of his 2006 base salary and
the other named executive officers each received a bonus payment equal to 50% of his
respective 2006 base salary.(4)
    
    Figure is present value of SERP benefit as calculated by Mercer Human Resources Consulting.
Retirement is assumed to occur at the plans unreduced retirement age of 62 and paid in the
form of a temporary life annuity for not more than ten years. The present values for December
31, 2006 were determined using a discount rate of 5.75%.(5)
    
    Includes life and long-term disability insurance premiums
paid by us and 401(k) matches or statutory superannuation payments
made by us.(6)
    
    Mr. Thomlinson is paid in Australian dollars. The amounts paid to him are reported in this
table in U.S. dollars and were calculated based on the exchange rate of 0.7886 Australian
dollars to one U.S. dollar in effect on December 31, 2006. 16




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(7)
    
    Includes $248,197 representing the total accrued value of a gratuity program in which Mr.
Currie participates in accordance with the laws of the United Arab Emirates, whereby upon his
termination he will be entitled to a benefit that reflects his salary and years of service in
the United Arab Emirates. 2006 grants of plan-based awards
  All other stockawards:Estimated future payouts under
    
    
    
    
    
    
    
    number ofnon-equity incentive plan awards
    
    Estimated future payouts under
    
    sharesequity incentive plan awardsor stock orName
    
    Grant date
    
    Threshold
    
    Target(1)
    
    Maximum
    
    Threshold
    
    Target(1)
    
    Maximum
    
    unitsRobert J. Laikin
    
    02/06/06
    
    n/a
    
    $750,000
    
    n/a
    
    n/a
    
    $937,500
    
    n/a
    
    
    12,000J. Mark Howell
    
    02/06/06
    
    n/a
    
    $227,500
    
    n/a
    
    n/a
    
    $455,000
    
    n/a
    
    
    Anthony W. Boor
    
    02/06/06
    
    n/a
    
    $175,000
    
    n/a
    
    n/a
    
    $350,000
    
    n/a
    
    
    Steven E. Fivel
    
    02/06/06
    
    n/a
    
    $180,000
    
    n/a
    
    n/a
    
    $360,000
    
    n/a
    
    
    R. Bruce Thomlinson
    
    02/06/06
    
    n/a
    
    $232,952
    
    n/a
    
    n/a
    
    $465,905
    
    n/a
    
    
    6,000John Alexander Du
Plessis Currie
    
    02/23/06
    
    n/a
    
    $200,000
    
    n/a
    
    n/a
    
    $400,000
    
    n/a
    
    
    
    (2)
 
 (1)
    
    The targeted cash bonuses under our 2006 executive bonus plan were 100% of base salary for Mr.
Laikin and 50% of base salary for each of the other named executive officers. The targeted equity
bonuses under our 2006 executive equity program administered under our 2004 Long-Term Incentive
Plan were 125% of base salary for Mr. Laikin and 100% of base salary for each of the other named
executive officers. (2)
    
Does not include 120,000 shares of our unregistered common stock awarded to Mr. Currie on
February 23, 2006 as a material inducement to his employment, which vest as to 1/8th of the shares
on each of the first eight anniversaries of the date of grant, subject to the terms and conditions
of a restricted stock agreement between the Registrant and Currie. The award was made outside of
the Registrants 2004 Long-Term Incentive Plan in accordance with NASDAQ Marketplace Rule
4350(i)(1)(A)(iv). NARRATIVE TO SUMMARY COMPENSATION TABLE AND PLAN-BASED AWARDS TABLE
 Employment agreements with named executive officers
 Certain defined terms
   
    
    any limitation upon or change to the employees duties or reporting obligations,
    
    any failure by us to comply with our material obligations under the employment agreement, or
    
    the failure of any successor to our business to assume the employment agreement upon succession.
  
    
    individuals who as of the date of the agreement constituted our then current
board of directors cease to constitute a majority of our board;
    
    subject to certain specified exceptions, the acquisition, by any person or
entity not affiliated with the respective employee or us, of beneficial ownership of 15%
or more of our voting securities;
    
    the commencement of a proxy contest against management for the election of a
majority of our board of directors if the group conducting the proxy contest owns, has
or gains the power to vote at least 15% of our voting securities;
 17




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
    
    the consummation under certain conditions by us of a reorganization, merger
or consolidation or sale of all or substantially all of our assets to any person or
entity not affiliated with the respective employee or us; or
    
    our complete liquidation or dissolution.
  
    
    the willful and continuous failure of the employee to substantially perform his required duties,
    
    the employees willful criminal misconduct (including embezzlement and
criminal fraud) that is materially injurious to us, or
    
    the conviction of the employee of a felony.
  
    
    the employees failure to perform any or all of his duties under the
employment agreement after reasonable notice from us to him to rectify any such failure;
    
    the employees engagement in misconduct that is detrimental or injurious to us, monetarily or otherwise;
    
    the employee being charged with an indictable offense; or
    
    the employees violation of our policies and procedures.
 Messrs. Laikins and Howells agreements
   
    
    by him, without good reason, within 12 months after a change of control,
    
    by him, for good reason, prior to and not as a result of a change of control, or
    
    by us, other than for disability or cause, prior to and not as a result of a change of control,
  Mr. Boors agreement
  18




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##### 



Mr. Fivels Agreement
  
    
    by him, without good reason, within 12 months after a change of control,
    
    by him, for good reason, prior to and not as a result of a change of control, or
    
    by us, other than for disability or cause, prior to and not as a result of a change of control,
   Mr. Thomlinsons agreement
  Mr. Curries agreement
  19




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##### 



Executive equity program and bonus plans
 General
   2004 Long-Term Incentive Plan
  
    
    non-qualified incentive stock options,
    
    performance units;
    
    restricted stock;
    
    deferred stock; and
    
    other stock-based awards (which includes restricted stock units).
    20




---



##### 



2005 executive equity program
  2006 executive equity program and bonus plan
   21




---



##### 



Outstanding equity awards at 2006 fiscal year-end
  Option Awards
    
    
    Stock AwardsEquityincentiveEquity
    
    
    planincentive
    
    
    awards:plan
    
    
    market orawards:
    
    
    payoutMarket
    
    
    number of
    
    
    value ofvalue of
    
    
    unearned
    
    
    unearnedshares or
    
    
    shares or
    
    
    shares orNumber of securities
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    units of
    
    
    units or
    
    
    units orunderlying options (#)
    
    
    
    
    
    
    
    
    
    
    shares or
    
    
    stock
    
    
    other
    
    
    otherunits of stock
    
    
    that have
    
    
    rights that
    
    
    rights thatOption
    
    
    Option
    
    
    that have not
    
    
    not
    
    
    have not
    
    
    have notUn-
    
    
    exercise
    
    
    expiration
    
    
    vested
    
    
    vested
    
    
    vested
    
    
    vestedName
    
    Exercisable
    
    
    exercisable
    
    
    price
    
    
    date
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    ($)Robert J. Laikin
    
    
    
    
    
    
    90,000
    (1)
    
    $
    6.51
    
    
    
    02/20/09
    
    
    
    573,880
    (5)
    
    $
    7,718,686
    
    
    
    50,882
    (11)
    
    $
    684,36330,011
    
    
    
    60,021
    (2)
    
    $
    6.78
    
    
    
    02/18/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    J. Mark Howell
    
    
    
    
    
    
    45,000
    (1)
    
    $
    6.51
    
    
    
    02/20/09
    
    
    
    280,881
    (6)
    
    $
    3,777,849
    
    
    
    24,694
    (11)
    
    $
    332,13415,035
    
    
    
    30,069
    (2)
    
    $
    6.78
    
    
    
    02/18/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Anthony W. Boor
    
    
    5,400
    
    
    
    2,700
    (3)
    
    $
    8.03
    
    
    
    01/23/09
    
    
    
    22,500
    (7)
    
    $
    302,625
    
    
    
    18,996
    (11)
    
    $
    255,4969,000
    
    
    
    18,000
    (4)
    
    $
    7.48
    
    
    
    02/07/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Steven E. Fivel
    
    
    
    
    
    
    45,000
    (1)
    
    $
    6.51
    
    
    
    02/20/09
    
    
    
    144,594
    (8)
    
    $
    1,944,789
    
    
    
    19,538
    (11)
    
    $
    262,78612,578
    
    
    
    25,156
    (2)
    
    $
    6.78
    
    
    
    02/18/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    R. Bruce Tomlinson
    
    
    
    
    
    
    45,000
    (1)
    
    $
    6.51
    
    
    
    02/20/09
    
    
    
    151,881
    (9)
    
    $
    2,042,799
    
    
    
    23,920
    (11)
    
    $
    321,724
    
    
    
    30,069
    (2)
    
    $
    6.78
    
    
    
    02/18/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John Alexander Du
Plessis Currie
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120,000
    (10)
    
    $
    1,614,000
    
    
    
    16,728
    (12)
    
    $
    224,992
 (1)
    
    These options vested on February 20, 2007.(2)
    
    Approximately one-half of these options vested on February 18, 2007 and the remainder will
vest on February 18, 2008.(3)
    
    These options vested on January 23, 2007.(4)
    
    One-half of these options vested on February 7, 2007 and the remainder will vest on February
7, 2008.(5)
    
    Represents 540,000 shares of restricted stock that vest in equal installments in each of the
third, fifth and eight anniversary of the grant date (April 7, 2005), 12,000 shares of
restricted stock that vest in three equal annual installments beginning with February 6, 2010,
and 21,880 restricted stock units that vest in equal annual installments beginning with
February 18, 2007.(6)
    
    Represents 270,000 shares of restricted stock that vest in equal installments in each of the
third, fifth and eight anniversary of the grant date (April 7, 2005), and 10,881 restricted
stock units that vest in two equal annual installments beginning with February 18, 2007.(7)
    
    Represents 13,500 restricted stock units that vest on June 2, 2009 (the fourth anniversary of
the date of grant), and 9,000 restricted stock units that vest on October 17, 2008 (the third
anniversary of the date of grant). 22




---



##### 



(8)
    
    Represents 135,000 shares of restricted stock that vest in equal installments in each of the
third, fifth and eighth anniversary of the grant date (April 7, 2005), and 9,594 restricted
stock units that vest in two equal annual installments beginning with February 18, 2007.(9)
    
    Represents 10,881 restricted stock units that vest in two equal annual installments beginning
with February 18, 2007, 135,000 restricted stock units that vest in equal installments in each
of the fourth and eighth anniversary of the grant date (June 2, 2005) and 6,000 restricted
stock units that vest on February 6, 2011 (the fifth anniversary of the grant date).(10)
    
    Represents shares of restricted stock that vest in eight equal annual installments beginning
February 23, 2007.(11)
    
    Represents restricted stock units that vest in three equal annual installments beginning
February 23, 2007.(12)
    
    Represents restricted stock units that vest in three equal annual installments beginning
February 23, 2007. Option exercises and stock vested in 2006
  Option Awards
    
    Stock AwardsNumber of
    
    Value
    
    Number of
    
    
    Valueshares acquired
    
    realized
    
    shares acquired
    
    
    realizedon exercise
    
    on exercise
    
    on vesting
    
    
    on vestingName
    
    (#)
    
    ($)
    
    (#)
    
    
    ($)Robert J. Laikin
    
    515,566
    
    $8,951,704
    
    
    10,940
    
    
    $267,210J. Mark Howell
    
    230,455
    
    $4,472,034
    
    
    5,441
    
    
    $132,896Anthony W. Boor
    
    
    
    
    
    
    
    
    
    Steven E. Fivel
    
    165,933
    
    $2,956,451
    
    
    4,797
    
    
    $117,167R. Bruce Thomlinson
    
    60,034
    
    $1,045,500
    
    
    5,441
    
    
    $132,896John Alexander Du Plessis Currie
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Year-end values for unexercised in-the-money options represent the positive spread between
the exercise price of such options and the year-end market value of the common stock. 2006 pension benefits table
  Number ofyears
    
    Present value of
    
    Paymentscredited
    
    accumulated
    
    during lastName
    
    Plan name
    
    service (1)
    
    benefit (2)
    
    fiscal yearRobert J. Laikin
    
    Brightpoint, Inc.
Amended & Restated
Agreement for
Supplemental
Executive
Retirement Benefits
    
    
    17.5
    
    
    $
    428,573
    
    
    NoneJ. Mark Howell
    
    Brightpoint, Inc.
Amended & Restated
Agreement for
Supplemental
Executive
Retirement Benefits
    
    
    12.5
    
    
    $
    218,672
    
    
    NoneAnthony W. Boor
    
    N/ASteven E. Fivel
    
    Brightpoint, Inc.
Amended & Restated
Agreement for
Supplemental
Executive
Retirement Benefits
    
    
    10
    
    
    $
    205,206
    
    
    NoneR. Bruce Thomlinson
    
    N/AJohn Alexander Du
Plessis Currie
    
    N/A
 
 (1)
    
    The SERP calculation does not include years of service, which are included for
informational purposes only. 23




---



##### 



(2)
    
    Figures represent present value of the benefit as calculated by Mercer Human Resources
Consulting. Retirement is assumed to occur at the plans unreduced retirement age of 62
and paid in the form of a temporary life annuity for not more than ten years. The present
values for December 31, 2006 were determined using a discount rate of 5.75%.   Potential
payments upon termination or change of control
  24




---



##### 



Termination of executivesTermination of executives employment by executive:
    
    
    employment by us:Within 12months afterchange of
    
    
    Prior to
    
    
    
    
    
    
    Prior tocontrol,
    
    
    change of
    
    
    After change of
    
    
    change of
    
    
    After change ofwithout good
    
    
    control, with
    
    
    control, with
    
    
    control,
    
    
    control,
    
    
    For death orBenefit(1)
    
    reason
    
    
    good reason
    
    
    good reason
    
    
    without cause
    
    
    without cause
    
    
    disabilityRobert J.
Laikin(2):Severance(3)
    
    $
    7,540,560
    (4)
    
    $
    7,540,560
    (4)
    
    $
    9,000,000
    (5)
    
    $
    7,540,560
    (4)
    
    $
    9,000,000
    (5)
    
    $
    1,125,000
    (6)Acceleration of long-term
incentives
    
    $
    9,427,991
    (7)(8)
    
    $
    8,449,342
    (7)
    
    $
    8,241,649
    (7)(8)
    
    $
    8,449,342
    (7)
    
    $
    8,241,649
    (7)(8)
    
    $
    3,561,049
    (9)Tax gross up(10)
    
    $
    2,106,490
    
    
    $
    2,095,032
    
    
    $
    2,471,214
    
    
    $
    2,095,032
    
    
    $
    2,471,214
    
    
    $
    J. Mark
Howell(2):Severance(3)
    
    $
    3,415,560
    (4)
    
    $
    3,415,560
    (4)
    
    $
    4,500,000
    (5)
    
    $
    3,415,560
    (4)
    
    $
    4,500,000
    (5)
    
    $
    682,500
    (6)Acceleration of long-term
incentives
    
    $
    4,622,850
    (7)(8)
    
    $
    4,144,362
    (7)
    
    $
    4,109,988
    (7)(8)
    
    $
    4,144,362
    (7)
    
    $
    4,109,988
    (7)(8)
    
    $
    1,688,988
    (9)Tax gross up(10)
    
    $
    419,956
    
    
    $
    414,340
    
    
    $
    741,765
    
    
    $
    414,340
    
    
    $
    741,765
    
    
    $
    Anthony W. Boor:Severance
    
    $
    1,046,500
    (11)
    
    $
    1,046,500
    (11)
    
    $
    1,046,500
    (11)
    
    $
    1,046,500
    (11)
    
    $
    1,046,500
    (11)
    
    $
    66,000
    (12)Acceleration of long-term
incentives
    
    $
    680,153
    (7)(8)
    
    $
    
    
    
    $
    680,153
    (7)(8)
    
    $
    
    
    
    $
    680,153
    (7)(8)
    
    $
    558,121
    (9)Tax gross up(10)
    
    $
    48,537
    
    
    $
    11,840
    
    
    $
    48,537
    
    
    $
    11,840
    
    
    $
    48,537
    
    
    $
    Steven E.
Fivel(2):Severance(3)
    
    $
    1,644,336
    (13)
    
    $
    1,644,336
    (13)
    
    $
    2,250,000
    (14)
    
    $
    1,644,336
    (13)
    
    $
    2,250,000
    (14)
    
    $
    540,000
    (6)Acceleration of long-term
incentives
    
    $
    2,687,680
    (7)(8)
    
    $
    2,295,855
    (7)
    
    $
    2,207,575
    (7)(8)
    
    $
    2,295,855
    (7)
    
    $
    2,207,575
    (7)(8)
    
    $
    997,075
    (9)Tax gross up(10)
    
    $
    
    
    
    $
    
    
    
    $
    66,044
    
    
    $
    
    
    
    $
    66,044
    
    
    $
    R. Bruce Thomlinson:Severance
    
    $
    698,858
    (15)
    
    $
    698,858
    (15)
    
    $
    698,858
    (15)
    
    $
    698,858
    (15)
    
    $
    1,041,579
    (16)
    
    $
    0Acceleration of long-term
incentives
    
    $
    2,877,386
    (8)(17)
    
    $
    
    
    
    $
    2,877,386
    (8)(17)
    
    $
    
    
    
    $
    2,877,386
    (8)(17)
    
    $
    2,364,523
    (8)Tax gross up
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    John Alexander du Plessis
Currie:Severance
    
    $
    848,197
    (15)
    
    $
    848,197
    (15)
    
    $
    848,197
    (15)
    
    $
    848,197
    (15)
    
    $
    1,248,197
    (16)
    
    $
    248,197
    (18)Acceleration of long-term
incentives
    
    $
    1,838,992

(8)(19)
    
    $
    1,614,000

(19)
    
    $
    1,838,992
    (8)(19)
    
    $
    1,614,000
    (19)
    
    $
    1,838,992
    (8)(19)
    
    $
    1,838,992
    (8)(19)Tax gross up
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 
 (1)
    
    In addition, to payments outlined herein, Messrs. Laikin, Howell and Fivel are eligible
for payments under supplemental executive retirement plans that will provide ten year
annuities commencing at the later of the executives date of termination or age 50 (Mr.
Laikin), age 53 (Mr. Howell) or age 55 (Mr. Fivel). A full discussion of these
supplemental 25




---



##### 



executive retirement plans may be found above in the section entitled Executive
Compensation  2006 pension benefits table.(2)
    
    The aggregate amount of (a) any cash severance payment made to the executive and (b)
the value of any stock options and restricted stock awards of the executive that are
accelerated as a result of the termination of the executives employment, may not exceed a
designated severance cap of $9,000,000 for Mr. Laikin, $4,500,000 for Mr. Howell and
$2,250,000 for Mr. Fivel; provided however that the value ($7,263,000 in the case of Mr.
Laikin, $3,631,500 in the case of Mr. Howell and $1,815,750 in the case of Mr. Fivel)
attributable to the accelerated vesting of the shares of restricted stock granted to
Messrs. Laikin, Howell and Fivel on April 7, 2005 is explicitly excluded from the severance
caps applicable to such executives. In addition, the value ($978,649 in the case of Mr.
Laikin, $478,488 in the case of Mr. Howell, and $391,825 in the case of Mr. Fivel)
attributable to the accelerated vesting of earned performance based restricted stock units
is excluded from the severance caps applicable to such executives. For purposes of this
table, we have assumed that, in situations where the executives severance cap would be
exceeded, the executive has chosen to receive first the maximum amount of his cash
severance payment permitted by such severance cap and then, to the extent the severance cap
is not yet exceeded, the remainder in acceleration of long-term incentives.(3)
    
    Severance payments include value of life, health and long-term disability insurance
premiums and matching 401(k) contributions made by us.(4)
    
    Entitled to a payment equal to the greater of (a) $2,250,000 in the case of Mr. Laikin
and $1,625,000 in the case of Mr. Howell and (b) five times his total compensation earned
during the prior 12 months (including bonus and the value of all perquisites), subject to
his applicable severance cap.(5)
    
    Entitled to a payment equal to ten times his total compensation earned during the prior
12 months (including bonus, the value of all perquisites and value of all stock options
granted during such period), subject to his applicable severance cap.(6)
    
    In the event that the Executive is terminated due to his disability, he will receive
100% of his salary for one year and 50% of salary for a second year.
Does not include up to $12,000 per month that the executive might
qualify for under our LTD Plan.(7)
    
    Entitled to immediate vesting of all stock options (which may then be exercised for a
period of up to 180 days) and immediate vesting of all shares of restricted stock, subject,
in the case of Messrs. Laikin, Howell and Fivel, to the executives applicable severance
cap.(8)
    
    Entitled to immediate vesting of all restricted stock units.(9)
    
    Entitled to (a) immediate vesting of all shares of restricted stock that would
otherwise have become vested on the next vesting day to occur after the executives death
or disability, and (b) immediate vesting of all restricted stock units that have been
earned as of the date of the executives death or disability.(10)
    
    Represents tax gross-up payment to cover excess tax obligations associated with
termination payments that are considered parachute payments as defined by Section 280
G(b)(2) of the IRS Code. These figures assume stock options are cash
exercised and a tax rate of 44.5%.(11)
    
    Entitled to a lump sum payment equal to 2.99 times his salary (excluding any bonus or
perquisites) earned or received during the prior 12 months.(12)
    
    In the event that the Executive is terminated due to his disability, he will receive
60% of his salary for one year, which will be reduced by any LTD payments received under the
companys plan.(13)
    
    Entitled to a payment equal to the greater of $825,000 and three times his total
compensation earned during the prior 12 months (including bonus and the value of all
perquisites), subject to his severance cap.(14)
    
    Entitled to a payment equal to six times his total compensation earned during the prior
12 months (including bonus, the value of all perquisites and value of all stock options
granted during such period), subject to his severance cap.(15)
    
    Entitled to a lump sum payment equal to his aggregate emoluments (defined as base
salary, bonus and the value of all perquisites, but excluding the value of any equity) for
the prior 12 months, and, in the case of Mr. Currie, to statutory payments under the laws
of the United Arab Emirates, currently accrued at $248,197.(16)
    
    Entitled to a lump sum payment equal to three times the total salary earned by him
during the prior 12 months, subject to a severance cap of approximately $1,041,579 (based
on the conversion of 1,320,795 Australian dollars to U.S. dollars using the December 31,
2006 conversion rate of .7886 Australian dollars for each U.S. dollar) in the case of Mr.
Thomlinson and $1,000,000 in the case of Mr. Currie. Mr. Currie is also entitled to
statutory payments under the laws of the United Arab Emirates, currently accrued at
$248,197, which is not subject to his severance cap.(17)
    
    Entitled to immediate vesting of stock options. 26




---



##### 



(18)
    
    Entitled to statutory payments under the laws of the United Arab Emirates, currently
accrued at $248,197.(19)
    
    Entitled to continued vesting of 120,000 shares of our unregistered common stock
awarded to Mr. Currie on February 23, 2006 as a material inducement to his employment in
accordance with the current vesting schedule (1/8 per year). Employment agreements
 General
  Severance payments
     27




---



##### 



Post-termination obligations to us
  
    
    use, disseminate, or disclose any of our confidential information, or
    
    interfere with or disrupt our business activities, including soliciting our customers or personnel.
   SERP agreements
  Director compensation
 General
  Director Stock Compensation Plan
  
    
    initial awards, consisting of restricted shares of our common stock granted
to an independent director when he or she joins our board;
    
    annual awards, consisting of up to an aggregate of 5,400 restricted shares
of our common stock granted to each of our independent directors on an annual basis; and
    
    elective awards, consisting of an award of restricted shares of our common
stock granted to each of our independent directors equal to a percentage elected by such
director of his or her board compensation, which are paid in June and December of each
year.
  28




---



##### 



2006 director compensation
  Fees earned or paidin cash
    
    Stock awardsName
    
    ($)
    
    ($)(5)(6)
    
    TotalJerre L. Stead
    
    $116,102(1)
    
    $66,214
    
    $182,316Eliza Hermann
    
    $80,000
    
    $71,399
    
    $151,399V. William Hunt
    
    $59,090  (2)
    
    $92,274
    
    $151,364Stephen H. Simon
    
    $48,743(3)
    
    $66,214
    
    $114,957Robert F. Wagner
    
    $50,000
    
    $66,214
    
    $116,214Richard W. Roedel
    
    $84,090(2)
    
    $87,685
    
    $171,775Kari-Pekka Wilska
    
    $48,743(2)
    
    $76,845
    
    $125,588Marisa E. Pratt
    
    $59,640(4)
    
    $71,398
    
    $131,038
 
 (1)
    
    Includes grants of 550 shares on June 15, 2006 and 608 shares on December 15, 2006,
received as elective awards under our Director Stock Compensation Plan in lieu of cash, with
grant date fair values of 8,046 and 8056, respectively computed in accordance with SFAS 123R.(2)
    
    Includes grants of 827 shares on June 15, 2006 and 905 shares on December 15, 2006, received
as elective awards under our Director Stock Compensation Plan in lieu of cash, with grant date
fair values of 12,098 and 11,991, respectively computed in accordance with SFAS 123R.(3)
    
    Includes grants of 1,158 shares on June 15, 2006 and 1,268 shares on December 15, 2006,
received as elective awards under our Director Stock Compensation Plan in lieu of cash, with
grant date fair values of 16,942 and 16,801, respectively computed in accordance with SFAS
123R.(4)
    
    Includes grants of 331 shares on June 15, 2006 and 362 shares on December 15, 2006, received
as elective awards under our Director Stock Compensation Plan in lieu of cash, with grant date
fair values of 4,843 and 4,797, respectively computed in accordance with SFAS 123R.(5)
    
    Represents the dollar amounts recognized for financial statement reporting purposes in fiscal
2006 with respect to shares of restricted stock, as determined based on a calculation pursuant
to SFAS 123R.(6)
    
    As of December 31, 2006, the aggregate number of unvested restricted stock awards held by
each director was as follows: Mr. Stead, 8,100; Ms. Hermann 8,100; Mr. Hunt, 10,800; Mr.
Simon, 8,100; Mr. Wagner, 8,100; Mr. Roedel, 10,800; Mr. Wilska, 8,100; and Ms. Pratt, 8,100.
For complete beneficial ownership information of Brightpoint stock for each of our directors,
see Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.   29




---



##### 



.
 2007 director compensation
  Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
  
    
    each person known by us to own beneficially more than five percent of our common stock;
    
    each of the executive officers included in our 2006 summary compensation table under Item 11 of this Report;
    
    each of our directors; and
    
    all of our executive officers and directors as a group.
   30




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##### 



Percentage of common stockNumber of shares
    
    
    beneficially ownedof common stockName and address of beneficial owner(1)
    
    beneficially ownedGoldman Sachs Group, Inc.(2)
    
    
    4,948,154
    
    
    9.7%Trivium Capital Management LLC (3)
    
    
    3,384,800
    
    
    6.6%Barclays Global investors, NA (4)
    
    
    2,870,521
    
    
    5.6%Putnam, LLC (5)
    
    
    2,870,890
    
    
    5.6%LSV Asset Management (6)
    
    
    2,753,581
    
    
    5.4%S.A.C. Capital Advisors LLC (7)
    
    
    2,577,389
    
    
    5.1%Robert J. Laikin (8)
    
    
    724,160
    
    
    1.4%J. Mark Howell (9)
    
    
    377,741
    
    
    *Anthony W. Boor (10)
    
    
    30,491
    
    
    *Steven E. Fivel (11)
    
    
    222,201
    
    
    *R. Bruce Thomlinson (12)
    
    
    265,410
    
    
    *John Alexander Du Plessis Currie (13)
    
    
    125,576
    
    
    *Eliza Hermann (14)
    
    
    31,555
    
    
    *V. William Hunt (15)
    
    
    44,589
    
    
    *Marisa E. Pratt (16)
    
    
    29,331
    
    
    *Richard W. Roedel (17)
    
    
    98,088
    
    
    *Stephen H. Simon (18)
    
    
    34,656
    
    
    *Jerre L. Stead (19)
    
    
    92,050
    
    
    *Robert F. Wagner (20)
    
    
    31,992
    
    
    *Kari-Pekka Wilska (21)
    
    
    16,555
    
    
    *All directors and executive officers as a group
(15 persons) (22)
    
    
    2,130,018
    
    
    4.2%
 
 *
    
    Less than 1%.(1)
    
    The address for each of such individuals, unless specified otherwise in a subsequent
footnote, is in care of Brightpoint, Inc., 2601 Metropolis Parkway, Suite 210, Plainfield,
Indiana 46168.(2)
    
    Based solely on a Schedule 13G/A filed with the SEC by Goldman Sachs Group, Inc. on January
24, 2007. The address of Goldman Sachs Group, Inc. is 85 Broad St., New York, NY 10004.(3)
    
    Based solely on a Schedule 13G filed with the SEC by Trivium Capital Management LLC on
January 26, 2007. The address of Trivium Capital Management, LLC is 600 Lexington Avenue,
23rd Floor, New York, NY 10022.(4)
    
    Based solely on a Schedule 13G filed with the SEC by Barclays Global Investors, NA on January
23, 2007. The address of Barclays Global Investors, NA is 45 Freemont Street, San Francisco,
CA 94105.(5)
    
    Based solely on a Schedule 13G/A filed with the SEC by Putnam, LLC on February
13, 2007. The address of Putnam, LLC is One Post Office Sq., Boston, MA
02109-2106.(6)
    
    Based solely on a Schedule 13G filed with the SEC by LSV
Asset Management on February 11,
2005. The address of LSV Asset Management is 1 N. Wacker Drive, Suite 4000, Chicago, IL
60606.(7)
    
    Based solely on a Schedule 13G filed with the SEC on April 9, 2007 by (i) S.A.C. Capital
Advisors, LLC (SAC Capital Advisors) with respect to shares of Brightpoint common stock
(Shares) beneficially owned by S.A.C. Capital Associates, LLC (SAC Capital Associates),
(ii) S.A.C. Capital Management, LLC, (SAC Capital Management) with respect to Shares
beneficially owned by SAC Capital Associates; (iii) CR Intrinsic Investors, LLC (CR Intrinsic
Investors) with respect to Shares beneficially owned by CR Intrinsic Investments, LLC (CR
Intrinsic Investments); and (iv) Steven A. Cohen with respect to 31




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##### 



Shares beneficially owned by
SAC Capital Advisors, SAC Capital Management, SAC Capital Associates, CR Intrinsic Investors
and CR Intrinsic Investments. The address of SAC Capital Advisors is 72 Cummings Point Road,
Stamford, Connecticut 06902.(8)
    
    Includes 150,022 shares underlying options held by Mr. Laikin that are exercisable within 60
days of April 24, 2007 and 552,000 shares of restricted stock awarded under our 2004 Long-Term
Stock Incentive Plan. Includes 3 shares owned by Mr. Laikin under our Employee Stock Purchase
Plan. Does not include 138,058 restricted stock units or options to purchase 30,010 shares.(9)
    
    Includes 75,070 shares underlying options held by Mr. Howell that are exercisable within 60
days of April 24, 2007 and 270,000 shares of restricted stock awarded under our 2004 Long-Term
Stock Incentive Plan. Does not include 87,913 restricted stock units or options to purchase
15,034 shares.(10)
    
    Includes 26,100 shares underlying options held by Mr. Boor that are exercisable within 60
days of April 24, 2007. Does not include 70,113 restricted stock units or options to
purchase 9,000 shares.(11)
    
    Includes 70,156 shares underlying options held by Mr. Fivel that are exercisable within 60
days of April 24, 2007, 135,000 shares of restricted stock awarded under the Employee Stock
Purchase Plan and 584 shares allocated from the 401(k). Does not include 52,771 restricted
stock units or options to purchase 12,578 shares.(12)
    
    Includes 60,036 shares underlying options held by Mr. Thomlinson that are exercisable within
60 days of April 24, 2007. Does not include 207,589 restricted stock units or options to
purchase 15,034 shares.(13)
    
    Includes 105,000 shares of restricted stock awarded to Mr. Currie under the 2004 Long-Term
Incentive Plan. Does not include 51,559 restricted stock units.(14)
    
    Includes 6,417 shares of restricted stock owned by Ms. Hermann under our Amended and Restated
Director Stock Compensation Plan, which are subject to forfeiture as set forth in the Plan.(15)
    
    Includes 9,117 shares of restricted stock owned by Mr. Hunt under our Amended and Restated
Director Stock Compensation Plan, which are subject to forfeiture as set forth in the Plan.(16)
    
    Includes 6,417 shares of restricted stock owned by Ms. Pratt under our Amended and Restated
Director Stock Compensation Plan, which are subject to forfeiture as set forth in the Plan(17)
    
    Includes 9,117 shares of restricted stock owned by Mr. Roedel under our Amended and Restated
Director Stock Compensation Plan, which are subject to forfeiture as set forth in the Plan.(18)
    
    Includes 6,417 shares of restricted stock owned by Mr. Simon under our Amended and Restated
Director Stock Compensation Plan, which are subject to forfeiture as set forth in the Plan.(19)
    
    Includes 54,974 shares owned of record by JMJS Group LLP, which are beneficially owned by Mr.
Stead and 6,417 shares of restricted stock owned by Mr. Stead under our Amended and Restated
Director Stock Compensation Plan, which are subject to forfeiture as set forth in the Plan.(20)
    
    Includes 8,566 shares held by Robert F. Wagner and Patricia D. Wagner, and 6,417 shares of
restricted stock owned by Mr. Wagner under our Amended and Restated Director Stock
Compensation Plan, which are subject to forfeiture as set forth in the Plan. Does not include
210 shares held in a joint account by Mr. Wagner and his emancipated son, of which shares Mr.
Wagner disclaims beneficial ownership.(21)
    
    Includes 9,117 shares of restricted stock owned by Mr. Wilska under our Amended and Restated
Director Stock Compensation Plan, which are subject to forfeiture as set forth in the Plan.(22)
    
    Includes an aggregate of 385,884 shares underlying options that are exercisable within 60
days after April 24, 2007. Includes 5,626 shares beneficially owned by Vincent Donargo, our
Principal Accounting Officer. Does not include options to purchase an aggregate of 90,656
shares. Does not include 612,958 Restricted Stock Units. 32




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##### 



Number of securities to
    
    
    Weighted-average
    
    
    Number of securitiesbe issued upon exercise
    
    
    exercise price of
    
    
    remaining available forof outstanding options
    
    
    outstanding options
    
    
    issuance under equityand rights
    
    
    and rights
    
    
    compensation plans,excluding securitiesreflected in column (a)Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Amended and Restated Independent
Director Stock Compensation Plan
(approved by shareholders)(1)
    
    
    
    
    
    
    
    
    
    
    2,211,789Equity compensation plans approved by
shareholders: (2004 Long-Term
Incentive Plan, and 1994 Stock Option
Plan) (2)
    
    
    612,696
    
    
    $
    6.83
    
    
    
    1,973,544Equity compensation plans not approved
by shareholders:(1996 Stock Option
Plan)(3)
    
    
    546,415
    
    
    $
    6.55
    
    
    
    Total
    
    
    1,159,111
    
    
    $
    6.70
    
    
    
    4,185,333
 
 (1)
    
    2,211,789 shares of restricted stock remain eligible for grant, as initial, annual or
elective awards pursuant to the terms of the Companys Amended and Restated Independent
Director Stock Compensation Plan.(2)
    
    The 1994 Plan has 226,126 options outstanding at an average of $6.07 a share. There
are no remaining shares available for issue under the 1994 Plan. The 2004 Long-Term
Incentive Plan has 612,130 Restricted Stock Units issued, which were granted as other stock
based awards under the Plan. In addition, the 2004 Long-Term Incentive Plan has 386,570
options outstanding at an average of $7.27 per share. There are 1,973,544 shares available
for issuance under the 2004 Plan. Under the 2004 Plan the Company may issue stock options,
performance units, restricted shares, deferred stock, and other stock-based awards.(3)
    
    Represents the aggregate number of shares of common stock issuable upon exercise of
arrangements with option holders granted under our 1996 Stock Option Plan. There are no
remaining shares available for issuance under our 1996 Stock Option Plan. These options
are 5 to 10 years in duration, expire at various dates between April 30, 2007 and February
7, 2010, contain anti-dilution provisions providing for adjustments of the exercise price
under certain circumstances and have termination provisions similar to options granted
under shareholder approved plans. Item 13. Certain Relationships and Related Transactions, and Director Independence.
    33




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##### 



Review, approval or ratification of transactions with related persons
  Corporate governance
 Corporate governance principles
 www.brightpoint.com
 
    
    requiring that the board consist of a majority of independent directors and
adopting a definition of independent director that is designed to help ensure that
persons who serve as independent directors are truly independent;
    
    appointing a lead independent director to act as a liaison between the board
and management;
    
    limiting the compensation that can be paid by Brightpoint to the members of
the board to that compensation relating to their board or board committee service;
    
    requiring the chairperson of the audit committee to be a financial expert;
    
    prohibiting independent directors or their family members from conducting business with Brightpoint;
    
    establishing director compensation practices intended to align more closely
the interest of the independent directors with Brightpoints shareholders; and
    
    encouraging the independent directors to meet in executive session.
 Director independence
  Item 14. Principal Accounting Fees and Services.
 Audit fees
  34




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##### 



Audit-related fees
  Tax fees
  All other fees
   PART IV
 Item 15. Exhibits and Financial Statement Schedules
 (a)(3) Exhibits
 ExhibitNumber
    
    Description31.1
    
    Certification of Chief Executive Officer Pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, implementing
Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer Pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, implementing
Section 302 of the Sarbanes-Oxley Act of 2002
 35




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##### 



SIGNATURES
  Brightpoint, Inc.By:
    /s/ Robert J. LaikinRobert J. LaikinDate: April 27, 2007
    
    Chairman of the Board and
Chief Executive Officer 36




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##### 



EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1
    
    Certification of Chief Executive Officer Pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934,
implementing Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer Pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934,
implementing Section 302 of the Sarbanes-Oxley Act of 2002