exv10w24






Exhibit 10.24









Bell Microproducts, Inc.

Management Incentive Plan Description

Year 2006




The Management Incentive Plan, (“Plan), is established to provide the Chief Executive Officer,
other executive officers, and division heads with a financial incentive to meet and exceed
financial and strategic objectives. The following is a description of the Plan.




	1.	 	Participation:
	 
	 	 	The Compensation Committee of the Board of Directors, (“Committee”), upon the recommendation of
the Chief Executive Officer, is responsible to designate participants in the Plan, approve Plan
goals, establish target incentives and approve Plan payouts.
	 
	2.	 	Performance Targets:
	 
	 	 	Performance goals are normally established at the beginning of the year based on the Annual
Operation Plan, and consist of one or more of the following:






	 	a.	 	Earnings Per Share, Net Income, Pretax Profit (PTP) or Operating Contribution.
	 
	 	b.	 	Return on Equity (ROE), Return on Invested Capital (ROIC), or Return on Working Capital
(ROWC)
	 
	 	c.	 	Individual Objectives (MBOs)






Note:




	 	•	 	ROE is derived by dividing net income for accounting period by common shareholder
equity.
	 
	 	•	 	ROIC is derived by taking business unit pretax and dividing it into Bell Micro’s
investment/inter-company loans, including acquisition interest, to the business unit. At
the corporate level, after tax profit is used instead of pretax profit.
	 
	 	•	 	ROWC is derived by taking business unit pretax profit and dividing it into working
capital (A/R +Inventory – AP).






	3.	 	Payment of Incentives:






	 	a.	 	Quarterly Advance Payments
	 
	 	 	 	At the end of each fiscal quarter following the financial audit, the financial performance
for the quarter will be compared to the financial plan for the quarter and participants will
be paid an advance of their annual incentive based on the payment schedule shown below in
paragraph 3c below, except that there shall be no advance payments for achievement above
100% of plan. Incentives will be paid after quarter end financial results are finalized and
the Committee has approved the payments. The amount of target incentive assigned to each
quarter is generally based on the amount of planned corporate profit for each quarter vs.
the total year, and is as follows:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Q1 05	 	Q2 05	 	Q3 05	 	Q4 05
	Quarterly Percentage
	 	 	20	%	 	 	20	%	 	 	25	%	 	 	35	%






 









 






Management Incentive Plan Description

Year 2006

Page 2





	 	b.	 	Year End Payments
	 
	 	 	 	After the financial audit and close of the year, financial performance for the year will be
compared to the financial plan for the year to determine the amount of incentive the participant
earned due to financial performance. In addition, the accomplishments of each participant’s
individual MBOs will be reviewed to determine the amount of incentive earned for MBO
accomplishment. The total incentive earned for the year, (for financial performance and MBO
performance), less the amount of quarterly advances will be paid following approval of the
Committee.
	 
	 	c.	 	Payout of incentives for profit and ROE/ROWC goals is based on the following metric.





	 	 	 	 	 
	% Of Plan Achieved	 	% Of Incentive Earned
	<80%
	 	 	0	%
	80%
	 	 	25	%
	90%
	 	 	50	%
	100%
	 	 	100	%
	> 100%
	 	Same % as overachievement






Use straight-line interpolation between metrics for calculations below 100% achievement




	 	d.	 	Objectives (MBOs):
	 
	 	 	 	Objectives must be in writing and approved at the beginning of the year by the Chief
Executive Officer. The written objectives must include a statement of the objective, the
delivery date, and the expected result (i.e., a definition of how the accomplishment is to be
measured). If there is more than one objective, each will be weighted equally, unless the
objective states otherwise.
	 
	 	 	 	Because the actions taken to accomplish most objectives will generally span several quarters,
and payment of the incentive is for accomplishment of the objective, not accomplishment of
individual actions steps, payout will generally be on an annual basis. However, if in the
judgment of the CEO it is clear that an objective is accomplished before year-end, the
incentive attributable to that objective may be paid following the quarter during which it
was accomplished.






	4.	 	The target incentive for Plan participants who become participants after the start of the
fiscal year will be prorated for the period of time as a participant.
	 
	5.	 	Participants must be employees of the company on the date incentives are paid to be eligible
for the quarterly or year-end MIP payments.
	 
	6.	 	The Company, in its sole discretion has the authority to change this plan at any time,
including but not limited to increasing incentive payouts above target in the event of
superior performance; in the event of significant over-achievement of goals, adjusting payouts
to prevent unwarranted “windfalls”, and make other changes in the Plan or Plan targets that
are in the best interests of the Company.




 









 











Management Incentive Plan Description

Year 2006

Page 3





	7.	 	In the event that the company raises new equity funds during the year, thereby eliminating
interest charges, the financial plan may be adjusted accordingly.
	 
	8.	 	In the event of an acquisition or divestiture, the Committee will make a determination as to
the impact on the financial plan and may modify the Plan accordingly.
	 
	9.	 	The Company, in its sole discretion has the authority to make incentive payments in cash,
restricted stock units or a combination thereof.