exv10w5






Exhibit 10.5




FIFTH AMENDMENT TO THE

INGRAM MICRO 401(k) INVESTMENT SAVINGS PLAN




     The Ingram Micro 401(k) Investment Savings Plan, which was restated as of April 1, 2005, is
hereby amended in the following manner in accordance with the amendment procedures set forth in
Section 12.1 of the Plan. This Amendment is effective as of the dates specified below.



     1. Effective January 1, 2008, Section 1.7 is amended to read as follows:




“1.7 ‘Annual Addition’ for purposes of the limitations of Section 415 of the Code
has the meaning given to such phrase in Section 3.11(c) of this Plan.”



     2. Effective January 1, 2008, the first sentence of Section 1.18 is amended to read as
follows:




“1.18 ‘Compensation’ means, with respect to each Participant for purposes of
calculating and allocating contributions to the Plan, the total amount of Box 1
Form W-2 wages as base salary including commissions, shift differentials, over-time
pay, annual bonuses, amounts paid under the Long-Term Executive Cash Incentive Award
Program and special and incentive bonuses, but excluding benefits under the Plan,
benefits under any other pension, profit sharing, stock bonus, phantom stock,
nonstatutory stock option, any form of equity-based compensation, hospitalization,
life insurance, long-term disability, or other employee benefit plan (including
without limiting the foregoing, the Ingram Micro Inc. Supplemental Investment
Savings Plan), travel, entertainment, and other business expense allowances from
which an accounting is made to the Company, living allowances, imputed income
attributable to employer-provided group term life insurance and such other imputed
non-cash income recognized as such by the Code and the Company for purposes of the
Plan, any home sale costs, reimbursed moving costs, employer-reimbursed or
employer-subsidized meals, employer payments for the use of his or her personal car
for business purposes, location adjustments or any other similar supplemental type
of pay, voluntary or involuntary cashouts under the Paid Time Off (PTO) Program, and
severance pay (even if such severance pay takes the form of continued payroll
compensation after the Participant actually no longer is performing services for the
Company).”



     3. Effective January 1, 2009, Section 1.22 is amended to read as follows:




“1.22 ‘Eligible Employee’ means any Employee maintained on the United States payroll
of the Employer other than: (a) a leased employee within the meaning of Section
1.23, (b) any person who is included in a unit of employees covered by an agreement
recognized for purposes of collective bargaining with the Employer, provided
retirement benefits have been the subject of good faith bargaining and such
bargaining does not provide for coverage under the Plan, and (c) an Employee who is
a nonresident alien deriving no earned income from the Employer which constitutes
income from sources within the United States. Notwithstanding any other provision
of the Plan, the term ‘Eligible Employee’ shall not include any employee,



 









 






independent contractor, leased employee or other individual unless such individual
is contemporaneously treated by the Employer as an Employee for purposes of the Plan
(without regard to any subsequent recharacterization or inconsistent determination
made by any person or entity or by any court, agency or other authority with respect
to such individual whenever effective).”



     4. Effective January 1, 2009, Section 1.25 is amended to read as follows:




“1.25 ‘Entry Date’ means each business day of the year.”



     5. Effective January 1, 2009, Section 2.1(c) is deleted, and Section 2.1(d), which was added
by the Third Amendment to the Plan, is re-designated as Section 2.1(c).



     6. Effective January 1, 2008, Section 3.1(a)(5) is amended by the addition of the following at
the end thereof:




“Notwithstanding the above, the election change procedures adopted by the
Administrator may include an annual increase or similar program which permits
Participants to increase their contribution elections by predetermined percentage
points on predetermined dates.”



     7. Effective January 1, 2008, Section 3.7(b) is amended by revising the introductory paragraph
and subparagraph (1) thereof to read as follows:




“(b) Distributions of Excess Contributions must be adjusted for the income (gain or
loss) allocable to the Excess Contributions for the Plan Year for which such Excess
Contributions were made, and shall not include any gain or loss after such Plan
Year. The Administrator has the discretion to determine and allocate income using
any of the methods set forth below:




     (1) The Administrator may use any reasonable method for computing the income
allocable to Excess Contributions, provided that the method does not violate Section
401(a)(4) of the Code, is used consistently for all Participants and for all
corrective distributions under the Plan for the Plan Year, and is used by the Plan
for allocating income to Participant Accounts.”



     8. Effective January 1, 2008, Section 3.7(b) is amended by deleting subparagraphs (3) and (4)
thereof.



     9. Effective January 1, 2008, Section 3.9(b) is amended by revising the first sentence thereof
to read as follows:




“(b) Distributions of Excess Aggregate Contributions must be adjusted for the income
(gain or loss) allocable to the Excess Aggregate Contributions for the Plan Year for
which such Excess Aggregate Contributions were made, and shall not include any gain
or loss after such Plan Year.”



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10. Effective January 1, 2008, Section 3.11 is amended to read as follows:




“3.11 Maximum Annual Additions




     (a) Notwithstanding anything to the contrary contained in this Plan, the total
Annual Additions made on behalf of a Participant for any year will not exceed the
limits imposed by Section 415 of the Code, as such limits may be adjusted from time
to time. If Annual Additions on behalf of a Participant are allocated under this
Plan and under another defined contribution plan, Annual Additions that must be
restricted to comply with Section 415 of the Code shall first be restricted under
the other plan. For purposes of this Plan, all provisions of Code Section 415 are
hereby incorporated by reference.




     (b) Except to the extent permitted under Section 3.3 of the Plan and Section
414(v) of the Code (regarding catch-up contributions), the Annual Additions that may
be contributed or allocated to a Participant’s Account under the Plan for any
Limitation Year shall not exceed the lesser of: (i) $40,000, as adjusted for
increases in the cost-of-living under Section 415(d) of the Code, or (ii) 100
percent of the Participant’s Compensation, within the meaning of Section 415(c)(3)
of the Code, for the Limitation Year.




     The compensation limitation expressed as a percentage in clause (ii) of the
preceding paragraph shall not apply to an individual medical benefit account within
the meaning of Section 415(1) of the Code or a post-retirement medical benefits
account for a key employee within the meaning of Section 419A(d)(1) of the Code.




     (c) For purposes of this Section 3.11, “Annual Addition” means the amount
allocated to a Participant’s Account during the Limitation Year that constitutes:
Employer contributions; and Employee contributions; and forfeitures; and amounts
described in Sections 415(l)(2) (medical accounts in pension or annuity plan),
419A(d)(3) (post-retirement medical benefits), or 419(e) (welfare benefit fund) of
the Code.




          (1) Contributions do not fail to be Annual Additions merely because they are
Excess Contributions (as defined in Section 1.28 of the Plan) or Excess Aggregate
Contributions (as defined in Section 1.27 of the Plan), or merely because such
Excess Contributions or Excess Aggregate Contributions are corrected through
distribution. Mandatory employee contributions to a defined benefit plan are
treated as contributions to a defined contribution plan. Annual Additions provided
to an alternate payee (as defined in Code Section 414(p)(8)) of a Participant
pursuant to a qualified domestic relations order (as defined in Code Section
414(p)(1)(A)) are treated as if they were provided to the Participant for purposes
of applying the limitations of Code Section 415.




          (2) For the purpose of determining Annual Additions, Employee contributions
shall not include any rollover contributions (as defined in Section 402(c),
403(a)(4), or 403(b)(8) of the Code), or any Employee contributions



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to a simplified employee pension allowable as a deduction under Section 219(a)
of the Code. Annual Additions do not include the restoration of an Employee’s
Account balance resulting from the Employee’s repayment of a prior distribution in
accordance with Section 6.4(c) of the Plan. Annual Additions do not include
repayments on Participant loans, or Excess Deferrals that are distributed in
accordance with Section 3.10 of the Plan.




     (d) For purposes of Code Section 415, all defined contribution plans ever
maintained by the Employer or a predecessor employer, whether terminated or not,
under which the Participant receives Annual Additions shall be treated as a single
plan.




     (e) In the event an Employer is a member of a group of employers which
constitutes either a controlled group of corporations, as defined at Section 414(b)
of the Code (as modified by Section 415(h) of the Code), a group of trades or
businesses (whether or not incorporated) under common control as defined at Section
414(c) of the Code (as modified by Section 415(h) of the Code), an affiliated
service group as defined at Section 414(m) of the Code, or any other entity required
to be aggregated with the Employer pursuant to Section 414(o) of said Code, all such
Employers shall be considered a single Employer for purposes of applying the
limitations under Section 415 of said Code, as set forth in this Section 3.11.
Furthermore, contributions made for a Participant are aggregated to the extent
applicable under Section 414(n) of the Code.




     (f) In the event the limitation on Annual Additions established under this
Section 3.11 is exceeded for any Limitation Year, any correction method permitted by
the Employee Plans Compliance Resolution System published by the Internal Revenue
Service may be utilized. As of the date this Amendment is adopted, such a
correction shall be administered as follows:




          (1) The Plan shall distribute to the Participant a refund of After-Tax
Contributions (and, to the extent required by the Code, gains attributable to those
After-Tax Contributions), to the extent that the distribution would reduce the
excess amounts in the Participant’s Account. These distributed amounts are
disregarded for purposes of the actual contribution percentage test of Code Section
401(m)(2), and the actual deferral percentage test of Code Section 401(k)(3);




          (2) The Plan shall distribute to the Participant Elective Deferrals, and gains
attributable to those Elective Deferrals, to the extent that the distribution would
reduce the excess amounts in the Participant’s Account. These distributed amounts
are treated as Excess Elective Deferrals pursuant to Section 3.10 herein, and are
disregarded for purposes of Code Section 402(g), the actual deferral percentage test
of Code Section 401(k)(3), and the actual contribution percentage test of Code
Section 401(m)(2);




          (3) If, after the distributions provided in subparagraphs (1) and (2) are made,
a Participant still has excess Annual Additions in any Limitation Year, the



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excess amounts shall be taken from Matching Contributions in the Participant’s
Account and shall be held in an unallocated account to which investment gains or
losses shall be credited. The funds in the unallocated account shall thereafter be
allocated to the Accounts of the Participants in accordance with the provisions of
Section 3.2 and no additional contributions shall be made by an Employer until all
such funds held in such unallocated account have been allocated in full.




     (g) For purposes of applying the limitations of Code Section 415,
“Compensation” shall mean wages as defined in Section 3401(a) of the Code and all
other payments of compensation to an Employee by the Employer (in the course of the
Employer’s trade or business) for which the Employer is required to furnish the
Employee a written statement under Sections 6041(d) and 6051(a)(3) of the Code
(wages, tips and other compensation box on form W-2), determined without regard to
any rules under Code Section 3401(a) that limit the remuneration included in wages
based on the nature or location of the employment or the services performed (such as
the exception for agricultural labor in Code Section 3401(a)(2)).




     Notwithstanding the foregoing, Compensation for purposes of Section 415 of the
Code shall include any amount that would be wages under the preceding paragraph but
for an election under Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or
457(b).




     Compensation for purposes of this Section 3.11 of the Plan includes an amount
that is excludable from the income of a Participant under Code Section 106 that is
not available to the Participant in cash in lieu of group health coverage under a
Code Section 125 arrangement solely because the Participant is unable to certify
that the Participant has other health coverage. Such an amount will be treated as
Compensation only if the Employer does not request or collect information regarding
the Participant’s other health coverage as part of the enrollment process for the
health plan.




     (h) Compensation for purposes of Section 415 of the Code means Compensation as
defined in Section 3.11(g), which is paid during the Limitation Year and prior to
severance from employment with the Employer unless provided otherwise below. For
this purpose, amounts that are made available to an Employee (or, if earlier,
includible in the gross income of the Employee) are treated as being paid to the
Employee.




          (1) Notwithstanding the above, Section 415 Compensation for a Limitation Year
includes amounts earned during that Limitation Year but not paid during that
Limitation Year solely because of the timing of pay periods and pay dates if (a)
such amounts are paid during the first few weeks of the next Limitation Year, (b)
such amounts are included on a uniform and consistent basis with respect to all
similarly situated Employees, and (c) no Section 415 Compensation is included in
more than one Limitation Year.



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          (2) Section 415 Compensation includes the following amounts paid after the
Employee’s severance from employment with the Employer, provided such amounts are
paid by the later of 21/2 months after severance from employment with the Employer or
the end of the Limitation Year that includes the date of severance from employment
with the Employer and are includible in the Employee’s gross income:




               (A) Regular compensation for services during the Employee’s regular working
hours, or compensation for services outside the Employee’s regular working hours
(such as overtime or shift differential), commissions, bonuses, or other similar
payments that would have been paid to the Employee prior to a severance from
employment if the Employee had continued in employment with the Employer;




               (B) Payment for unused accrued bona fide sick, vacation, or other leave, but
only if the Employee would have been able to use the leave if employment had
continued; and




               (C) Payment received by an Employee pursuant to a nonqualified unfunded
deferred compensation plan, but only if the payment would have been paid to the
Employee at the same time if the Employee had continued in employment with the
Employer.




          (3) Any payment that is not described in paragraph (1) or (2), above, is not
considered Section 415 Compensation if paid after severance from employment with the
Employer, even if it is paid within the time period described in paragraph (2).
Thus, Section 415 Compensation does not include severance pay, or parachute payments
within the meaning of Code Section 280G(b)(2), if they are paid after severance from
employment with the Employer, and does not include post-severance payments under a
nonqualified unfunded deferred compensation plan unless the payments would have been
paid at that time without regard to the severance from employment.




     (i) If an Employer contributes to an Employee’s Account with respect to a prior
Limitation Year due to the Employee’s qualified military service, in accordance with
Section 3.13, such contribution is not considered an Annual Addition for the
Limitation Year in which the contribution is made, but is considered an Annual
Addition for the Limitation Year to which the contribution relates.




     (j) The dollar amounts under the foregoing limits shall automatically adjust
annually for increases in the cost of living in accordance with Treasury Department
Regulations, as provided in Section 415(d) of the Code.




     (k) The annual Compensation of each Participant taken into account for any
Limitation Year shall not exceed $200,000, as adjusted for cost-of-living increases
in accordance with Section 401(a)(17)(B) of the Code. The cost-of-living



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adjustment in effect for a calendar year applies to annual Compensation for the
Limitation Year that begins with or within such calendar year.”



     11. Effective January 1, 2007, Section 4.3 is amended by the addition of the following
thereto:




“Notwithstanding the above, the Administrator shall furnish a pension benefit
statement at least once each calendar quarter to a Participant or Beneficiary who
has the right to direct the investment of assets in his or her Account, in
accordance with the provisions of Section 508 of the Pension Protection Act of 2006,
as it may be amended from time to time.”



     12. Effective January 1, 2007, Section 5.2 is amended by revising the second sentence thereof
to read as follows:




“If a Participant fails to make an election pursuant to this Section 5.2, all of his
Accounts shall be invested in a “qualified default investment alternative” described
in ERISA Section 404(c)(5) and related regulations, or such other Fund that the
Administrator determines, in its sole discretion, is consistent with the prudent
discharge of its fiduciary duties.”



     13. Effective December 1, 2008, Section 5.2 is amended to read as follows:



     “5.2 Investment of Participant Accounts




(a) A Participant may, in accordance with applicable administrative procedures,
specify the percentages of his Accounts that shall be invested in each Fund
maintained under the Plan, subject to subsection (b) below.




(b) A Participant’s investment in the Ingram Micro Stock Fund shall comply with the
provisions of Code Section 401(a)(35), Proposed Treasury Regulation
Section 1.401(a)(35)-1, and any subsequent guidance of general applicability, as
follows:




     (1) Not more than 25% of new contributions allocated to a Participant’s Account
may be invested in the Ingram Micro Stock Fund.




     (2) A Participant shall not be permitted to transfer assets into the Ingram
Micro Stock Fund from any other Fund to the extent that such transfer would cause
the percentage of the Participant’s Account invested in the Ingram Micro Stock Fund
to exceed 25%.




     (3) A Participant whose Account is more than 25% invested in the Ingram Micro
Stock Fund because of investments elected before December 1, 2008, changes in the
market value of the Funds, or any other reason, shall not be required to transfer
assets out of the Ingram Micro Stock Fund, provided that the Participant has
complied with paragraphs (1) and (2), above, on and after December 1, 2008.



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     (4) Notwithstanding the above, the Plan may impose a restriction or condition
on the acquisition or divestiture of the Ingram Micro Stock Fund that is either
required in order to ensure compliance with applicable securities laws or is
reasonably designed to ensure compliance with applicable securities laws.
Therefore, a Participant who is subject to Rule 16b-3 of the Securities and Exchange
Commission or who is designated by the Employer as a window group person may only be
permitted to transfer contributions into or out of the Ingram Micro Stock Fund
during a special open window period established by the Employer.




     (5) Except as provided in paragraph (4), above, a Participant may, in
accordance with applicable administrative procedures, transfer assets from the
Ingram Micro Stock Fund to another Fund without restrictions.




(c) If a Participant fails to make an investment election pursuant to
Section 5.2(a), all of his Accounts shall be invested in a “qualified default
investment alternative” described in ERISA Section 404(c)(5) and related
regulations, or such other Fund that the Administrator determines, in its sole
discretion, is consistent with the prudent discharge of its fiduciary duties.
Furthermore, to the extent that a Participant’s election to invest new contributions
in the Ingram Micro Stock Fund on or after December 1, 2008, should exceed the limit
set forth in Section 5.2(b)(1), the excess amount shall be invested in a “qualified
default investment alternative” described in ERISA Section 404(c)(5) and related
regulations, or such other Fund that the Administrator determines, in its sole
discretion, is consistent with the prudent discharge of its fiduciary duties.”



     14. Effective December 1, 2008, Section 5.5 is amended to read as follows:



     “5.5 Transfer Among Funds




A Participant may, in accordance with applicable administrative procedures and
subject to any restrictions that may be imposed by particular Funds or by Section
5.2 of the Plan, elect to transfer all or a portion of the balance in all of his
Accounts between and among Funds as of any Valuation Date. The Employer, however,
reserves the right, in its sole discretion, to implement reasonable restrictions on
a Participant’s right to transfer among Funds.




A Participant who is subject to Rule 16b-3 of the Securities and Exchange Commission
or who is designated by the Employer as a window group person may only be permitted
to transfer contributions into or out of the Ingram Micro Stock Fund during an open
window period established by the Employer.”



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15. Effective January 1, 2009, Section 7.2 is amended to read as follows:




“7.2 Rollover Contribution Account and After-Tax Contribution Account Withdrawals




A Participant may, in accordance with applicable administrative procedures, request
a withdrawal of all or any portion of his Rollover Contribution Account and/or his
After-Tax Contribution Account at any time.”




16. Effective January 1, 2009, Section 7.3 is amended to read as follows:




“7.3 Age 591/2 Withdrawals




A Participant who has attained age 591/2 may, in accordance with applicable
administrative procedures, request a withdrawal of all or any portion of his vested
Account. A withdrawal pursuant to this Section 7.3 shall not affect the
Participant’s continued participation in the Plan.”



     17. Effective January 1, 2009, Section 7.4(a) is amended by deleting the final sentence
thereof, in order to remove the maximum of two Hardship withdrawals in each calendar year.



     18. Effective January 1, 2009, the third paragraph of Section 7.5(h) is amended to read as
follows:




“The requirement that loan repayments be made on an amortized basis, not less
frequently than quarterly, may be suspended for up to one year while a Participant
is on a leave of absence approved by the Employer, either without pay or at a rate
of pay (after income and employment tax withholding) that is less than the amount of
the installment payments required under the terms of the Participant loan. In the
event the Participant loan does not already have the maximum permitted term
(180 months for a home loan within the meaning of Section 72(p)(2)(B)(ii) of the
Code, or 60 months for any other loan), the term of the loan may be extended by the
length of the leave of absence, but not beyond the maximum permitted term measured
from the date the loan was originally made. In the case of a Participant loan that
was originally made for the maximum permitted term, the suspension of loan payments
shall not extend the due date of the Participant loan beyond the due date in effect
immediately prior to the leave of absence and the installments due after the leave
of absence ends (or, if earlier, after the first year of the leave of absence) must
not be less than the installments required under the terms of the original loan.”



     19. Effective January 1, 2007, Section 8.3 is amended by revising the third sentence thereof
to read as follows:




“Such consent form shall include a description of the Participant’s right, if any,
to defer receipt of a distribution and the consequences of failing to defer such
receipt, and such consent must be obtained not more than 180 days before the
commencement of the distribution of any part of the Participant’s vested Account
balance.”



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     20. Effective for distributions on or after January 1, 2009, Section 8.7 is amended by the
addition of the following thereto:



     “(g) Direct Transfer by Non-Spouse Beneficiary




A non-Spouse Beneficiary of a Participant’s death benefits may authorize a direct
transfer to an individual retirement account described in Code Section 408(a) or an
individual retirement annuity described in Code Section 408(b), in accordance with
Code Section 402(c)(11) as added by the Pension Protection Act.”



     21. Effective August 17, 2007, Section 13.4(b) is amended by the addition of the following
thereto:




“A domestic relations order shall not fail to be a qualified domestic relation order
solely because (i) the order is issued after, or revises, another domestic relations
order or qualified domestic relation order, or (ii) of the time at which it is
issued.”




IN WITNESS WHEREOF, this Fifth Amendment is executed on the date set forth below.



	 	 	 	 	 	 	 
	 	 	INGRAM MICRO INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Lynn Jolliffe 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	SVP HR 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:	 	11/17/08 	 	 
	 

	 	 	 	 	 	 





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