exv10w1






Exhibit 10.1




INGRAM MICRO INC.




Compensation Policy for

Members of

the Board of Directors

(As Amended and Restated as of December 31, 2008)



Ingram Micro Inc. (the “Corporation”) has established this Compensation Policy for Members of the
Board of Directors, as amended and restated as of December 31, 2008 (the “Policy”), to provide each
member of the Corporation’s Board of Directors who is not an executive employee of the Corporation
(a “Director”) with compensation for services performed as a Director, the terms of which are
hereinafter set forth.





	1.	 	Compensation. Each Director will receive an annual award of cash and equity-based
compensation for each calendar year of service. The mix of cash and equity-based compensation
for the calendar year in which services are provided must be elected by each Director and such
election received by the Corporation prior to December 31 of the prior calendar year or within
30 days of initial appointment or election to the Corporation’s Board of Directors (the
“Board”), as the case may be, based on the procedures outlined below. Each election must be
made by filing an election form with the General Counsel of the Corporation on such form as
adopted by the Corporation from time to time. If a Director does not file an election form
with respect to a calendar year by the specified date, the Director will be deemed to have
elected to receive the compensation in the manner elected by the Director in his or her last
valid election, or if there had been no prior election, will be deemed to have elected to
receive the eligible compensation in the form of non-qualified stock options. When an
election is made with respect to a calendar year, the Director may not revoke or change that
election with respect to such calendar year. The mix of cash and equity-based compensation is
subject to the following assumptions and restrictions:






	 	(a)	 	Cash Retainer: If cash is selected by the Director as a component of
compensation, the maximum amount that may be selected is $70,000 ($85,000 for Committee
chairs; $90,000 for the Audit Committee chair; and $170,000 for the Non-Executive
Chairman of the Board (“NEC”)). Committee chairs must select a minimum of $15,000
($20,000 for the Audit Committee chair) in cash, which will be paid on a quarterly
basis, in arrears, at a rate of $1,250 per month ($1,666.67 per month for the Audit
Committee chair). If a chair is appointed by the Committee during the calendar year of
service (i.e., between January and December) s(he) will be eligible to receive the
applicable Committee chair fee of $1,250 per month ($1,666.67 per month for the Audit
Committee chair) commencing with the month in which the appointment takes effect.
Similarly, Committee chairs who relinquish their chair position during the calendar
year will
cease to receive the applicable chair retainer fee on the last day of the month in
which they cease to act as chair to a Committee.
	 
	 	(b)	 	Equity-based compensation: Equity-based compensation payable with regard to




 









 






	 	 	 	shares of the Corporation’s common stock (the “Shares”) must be selected by the
Director as a component of compensation. The equity-based compensation may consist of
stock options, restricted stock, restricted stock units or a combination thereof,
having an annual value of at least $110,000 ($260,000 for the NEC). The sum of the
cash retainer and the value of the equity-based compensation selected may not exceed
$180,000 ($195,000 for Committee chairs; $200,000 for the Audit Committee chair; and
$430,000 for the NEC).






	 	 	 	Stock Options. Non-qualified stock options will be granted on the first trading day
of each calendar year, except that for fiscal 2009, the grant date shall be the
first trading day of March 2009. The number of options to be granted will be based
on a Black-Scholes calculation or other valuation method as may be adopted by the
Corporation from time to time. The per share exercise price of the Shares to be
issued upon exercise of an option shall be 100% of the closing price of a Share on
the New York Stock Exchange on the date of grant. The options shall (i) vest with
respect to one-twelfth (one-tenth for fiscal 2009) of the Shares underlying such
options on the last day of each month during the calendar year in which the award
was made, and (ii) have a term of ten years. Other option provisions will be as
specified in the applicable grant agreements.
	 
	 	 	 	Restricted Stock and Restricted Stock Units. Restricted stock and restricted stock
units will be granted on the first trading day of each calendar year, except that
for fiscal 2009, the grant date shall be the first trading day of March 2009. The
number of restricted shares/units to be granted will be determined based on the
dollar amount selected by the Director divided by the closing price of a Share on
the New York Stock Exchange on the date of grant rounded up to the next whole share.
Restrictions on disposition of such restricted shares/units shall lapse on December
31 of the calendar year in which the award was made. Payment of restricted stock
units will be in the form of Shares at the time of vesting (unless deferred under
Section 1(f)(2) hereof), and other provisions will be as specified in the applicable
restricted shares/units agreements.
	 
	 	(d)	 	Payment of Cash Retainer: Subject to Section 1(f)(1) below, payment of the
Cash Retainer will be made quarterly, in arrears, following the close of each calendar
quarter, except that payment of such Cash Retainer for the fiscal fourth quarter shall
be made no later than December 31 of such quarter.
	 
	 	(e)	 	Partial Years of Service:






	 	(1)	 	If the Director is newly appointed or elected during a calendar
year such that the Director will serve a partial year, the annual cash and
equity-based compensation selected by the Director will be prorated during the
calendar year using the number of full months remaining to be served within the
initial calendar year of Board service, divided by 12. Equity-based
compensation will be granted on the first trading day of the month following
the appointment or election to the Board. Stock options will 




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	 	 	 	vest
proportionately on the last day of each month during the calendar year in which
the award was made. Restrictions on the disposition of restricted stock and
restricted stock units will lapse on December 31 of the calendar year in which
the award was made (unless deferred under the following paragraph (f)).






	 	(2)	 	If the Director’s service on the Board ends during a calendar
year such that the Director will serve a partial year, the annual cash and
equity-based compensation selected by the Non-Executive Director will be
prorated using the number of full months of service on the Board during the
calendar year, divided by 12. Any unvested stock options shall cease to vest
effective immediately following the last full month of service on the Board.
Any vested options shall be exercisable for a period of five years following
the date of conclusion of service on the Board, unless they expire earlier.
Restricted stock/units will be prorated using the number of full months served
on the Board during the calendar year as the numerator, divided by 12.
Restrictions on the disposition of restricted stock/units shall lapse on the
last day of the month of their service on the Board.






	 	(f)	 	Deferral Elections:






	 	(1)	 	Cash Retainer. The Director may elect to defer any Cash
Retainer payable with respect to a calendar year of service in accordance with
the Ingram Micro Inc. Board of Directors Deferred Compensation Plan, as in
effect from time to time, a copy of which is attached hereto as Exhibit
A.
	 
	 	(2)	 	Restricted Stock Units. The Director may elect to defer
settlement of Shares payable with respect to any restricted stock units that
will be granted to the Director with respect to a calendar year of service,
subject to the terms and conditions set forth in this Section 1(f)(2), the
restricted stock unit deferral election form as adopted by the Corporation from
time to time, and Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) and the regulations thereunder.






	 	(A)	 	The Director may elect to defer settlement of
100% of the restricted stock units that the Director elected to receive
with respect to a calendar year of service pursuant to Section 1(b)
above
(and which are otherwise scheduled to vest as of the end of such
calendar year) by filing a completed restricted stock unit deferral
election form with the General Counsel of the Corporation. The
Director must file the deferral election form no later than December
31 of the prior calendar year for the calendar year in which service
is to be provided; provided however, that if the Director is newly
appointed or elected to the Board during a calendar year, the
Director may elect to defer settlement of restricted stock units
within 30 days of initial appointment or 




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	 	 	 	election to the Board with
respect to restricted stock units that relate to service performed
after the election in accordance with Treasury Regulation Section
1.409A-2(a)(7). When a deferral election is made with respect to a
calendar year, the Director may not revoke or change that election
with respect to such calendar year. The Director must irrevocably
elect the specified date(s) and increment(s) with respect to which
the Director will receive the Shares associated with the settlement
of the restricted stock units that the Director has elected to defer
(the “Settlement Date”) as provided under the deferral election form
in accordance with such form. In the event that the Director fails
to elect a Settlement Date, settlement of the restricted stock units
will occur on the date of the Director’s “separation from service”
(within the meaning of Section 409A(a)(2)(A)(i) of the Code and
Treasury Regulation Section 1.409A-1(h)) (a “Separation from
Service”). All deferral elections shall be made in accordance with
rules and procedures established by the Corporation as determined in
accordance with Treasury Regulation Section 1.409A-2(a).






	 	(B)	 	Subject to paragraph (C) below, the Director
shall receive payment of the Shares on the Settlement Date(s) elected
by the Director (or the date of the Director’s Separation from Service
in the event that the Director fails to elect a Settlement Date)
pursuant to the deferral election form as described in paragraph (A)
above.
	 
	 	(C)	 	Notwithstanding anything to the contrary
herein, no compensation or benefits shall be paid to the Director
during the 6-month period following the Director’s Separation from
Service if the Director is a “specified employee” at the time of such
Separation from Service (as determined by the Corporation in accordance
with Section 409A of the Code) and the Corporation determines that
paying such amounts at the time or times indicated hereunder or in the
Director’s restricted stock unit deferral election form 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 Director’s
death), the Corporation shall pay the Director a lump-sum amount
equal to the cumulative amount that would have otherwise been payable
to the Director during such period.
	 
	 	(D)	 	Notwithstanding any provision of the Policy to
the contrary, the Director may make a special election to change the
Settlement Date of restricted stock units solely with respect to Shares
deferred




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	 	 	 	under the Policy that would not otherwise be payable in 2008;
provided, that such election does not cause any Shares to be
paid in 2008 that would not otherwise be payable in 2008; provided
further, that such election shall be made in accordance with the
transitional relief under Internal Revenue Service Notice 2005-1,
Q/A-19(c), as extended by Internal Revenue Service Notices 2006-79 and
2007-86, the final regulations issued under Code Section 409A, and the
terms and conditions of the Policy. The Director shall make such
election by executing an election form to be provided by the
Corporation no later than December 31, 2008, and shall be irrevocable
when made.






	2.	 	Expense Reimbursements. The Director will be reimbursed for travel, lodging and meal
expenses incurred to attend Board and Committee meetings and to perform his or her duties as a
Director in accordance with the Corporation’s plans or policies as in effect from time to
time. To the extent that any such reimbursements are deemed to constitute compensation to the
Director, such amounts shall be reimbursed no later than December 31 of the year following the
year in which the expense was incurred. The amount of any expense reimbursements that
constitute compensation in one year shall not affect the amount of expense reimbursements
constituting compensation that are eligible for reimbursement in any subsequent year, and the
Director’s right to such reimbursement of any such expenses shall not be subject to
liquidation or exchange for any other benefit.
	 
	3.	 	Ownership Requirement. The Director will be required to achieve and maintain ownership of at
least 15,000 Shares (with vested but unexercised stock options counted as owned Shares)
beginning five years from the date of his or her election to the Board.
	 
	4.	 	Section 409A. To the extent applicable, this Policy and all election forms and all other
instruments evidencing amounts subject to the Policy shall be interpreted in accordance with
Section 409A of the Code and Department of Treasury regulations and other interpretive
guidance issued thereunder. Notwithstanding any provision of the Policy, any election form or
any other instrument evidencing amounts subject to the Policy to the contrary, in the event
that the Corporation determines that any amounts subject to the
Policy may not be either exempt from or compliant with Section 409A of the Code, the
Corporation may in its sole discretion adopt such amendments to the Policy, any election
form and any other instruments relating to the Policy, or adopt other policies and
procedures (including amendments, policies and procedures with retroactive effect), or take
any other actions, that the Corporation determines are necessary or appropriate to (i)
exempt such amounts from Section 409A of the Code and/or preserve the intended tax treatment
of such amounts, or (ii) comply with the requirements of Section 409A of the Code and
related Department of Treasury guidance; provided, however, that this
Section 4 shall not create any obligation on the part of the Corporation to adopt any such
amendment, policy or procedure or take any such other action.






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Exhibit A




Ingram Micro Inc.

Board of Directors Deferred Compensation Plan




(includes the adoption agreement and basic plan document)





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