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EXHIBIT 10.1
INGRAM MICRO INC.
2001 EXECUTIVE RETENTION PLAN
SECTION 1. PURPOSE. The purpose of the Ingram Micro Inc. 2001 Executive
Retention Plan is to promote the interests of Ingram Micro Inc. and its
shareowners by attracting and retaining exceptional executive personnel and
other key employees of Ingram and its Affiliates, as defined below.
SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall have
the meanings set forth below:
"AFFILIATE" means (i) any entity that is, directly or indirectly,
controlled by Ingram and (ii) any other entity in which Ingram has a significant
equity interest or which has a significant equity interest in Ingram, in either
case as determined by the Committee.
"AWARD" means any right granted under Section 5 of the Plan.
"AWARD AGREEMENT" means any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.
"BOARD" means the Board of Directors of Ingram.
"COMMITTEE" means a committee of the Board designated by the Board to
administer the Plan. Until otherwise determined by the Board, the Human
Resources Committee or any successor or replacement thereof designated by the
Board shall be the Committee under the Plan.
"DISABILITY" shall have the meaning determined from time to time by the
Committee.
"EMPLOYEE" means an employee of Ingram or any Affiliate.
"INGRAM" means Ingram Micro Inc., a Delaware corporation, together with any
successor thereto.
"PARTICIPANT" means any Employee selected by the Committee to receive an
Award under the Plan (and to the extent applicable, any heirs or legal
representatives thereof).
"PERSON" means any individual, corporation, limited liability company,
partnership, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.
"PLAN" means this Ingram Micro Inc. 2001 Executive Retention Plan.
"SUBSTITUTE AWARDS" means Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
Ingram or with which Ingram combines.
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SECTION 3. ADMINISTRATION.
(a) AUTHORITY OF COMMITTEE. The Plan shall be administered by the
Committee. Subject to the terms of the Plan, applicable law and contractual
restrictions affecting Ingram, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to: designate Participants; determine the terms and
conditions of any Award and Award Agreement; determine whether, to what extent,
and under what circumstances Awards may be settled, canceled, forfeited, or
suspended and the method or methods by which Awards may be settled, exercised,
canceled, forfeited, or suspended; determine whether, to what extent, and under
what circumstances cash, other property, and other amounts payable with respect
to an Award shall be deferred either automatically or at the election of the
holder thereof or of the Committee; interpret and administer the Plan and any
instrument or agreement relating to, or Award made under, the Plan; establish,
amend, suspend, or waive such rules and regulations and appoint such agents as
it shall deem appropriate for the proper administration of the Plan; make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan; and adopt and administer one or
more Sub-Plans.
(b) COMMITTEE DISCRETION BINDING. Unless otherwise expressly provided in
the Plan, all designations, determinations, interpretations, and other decisions
under or with respect to the Plan or any Award shall be within the sole
discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all Persons, including Ingram, any Affiliate, any
Participant, any holder or beneficiary of any Award, any shareholder and any
Employee or beneficiary of any Employee.
SECTION 4. ELIGIBILITY. Any Employee shall be eligible to be designated a
Participant.
SECTION 5. AWARDS.
(a) GRANT. Subject to the provisions of the Plan and contractual provisions
affecting Ingram, the Committee shall have sole and complete authority to
determine the Employees who shall receive an Award, which shall consist of a
right which is denominated in cash, valued, as determined by the Committee, in
accordance with the achievement of such performance, longevity or other goals
during such performance periods as the Committee shall establish, and payable at
such time and in such form as the Committee shall determine.
(b) TERMS AND CONDITIONS. Subject to the terms of the Plan, any contractual
provisions affecting Ingram and any applicable Award Agreement, the Committee
shall determine the goals to be achieved during any performance period, the
length of any performance period, the amount of any Award and the amount and
kind of any payment or transfer to be made pursuant to any Award.
(c) PAYMENT OF AWARDS. Awards may be paid in a lump sum or in installments
following the close of the performance period or, in accordance with procedures
established by the Committee, on a deferred basis.
SECTION 6. TERMINATION OR SUSPENSION OF EMPLOYMENT OR SERVICE. Except as
the Committee may otherwise determine, for purposes hereof any termination of a
Participant's employment or service for any reason shall occur on the date such
Participant ceases to perform services for Ingram or any Affiliate without
regard to whether such Participant continues thereafter to receive any
compensatory payments therefrom or is paid salary thereby in lieu of notice of
termination.
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SECTION 7. MERGER. In the event of a merger of Ingram with or into another
corporation, each outstanding Award shall be assumed or an equivalent award
shall be substituted by such successor corporation or a parent or subsidiary of
such successor corporation.
SECTION 8. AMENDMENT AND TERMINATION.
(a) AMENDMENTS TO THE PLAN. The Board or the Committee may terminate or
discontinue the Plan at any time and the Board or the Committee may amend or
alter the Plan or any portion thereof at any time.
(b) AMENDMENTS TO AWARDS. Subject to the terms of the Plan and applicable
law, the Committee may waive any conditions or rights under, amend any terms of,
or alter, suspend, discontinue, cancel or terminate, any Award theretofore
granted, prospectively or retroactively; provided that any such waiver,
amendment, alteration, suspension, discontinuance, cancellation or termination
that would adversely affect the rights of any Participant or any holder or
beneficiary of any Award theretofore granted shall not to that extent be
effective without the consent of the affected Participant, holder or
beneficiary.
SECTION 9. GENERAL PROVISIONS.
(a) NONTRANSFERABILITY. No Award shall be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by a Participant, except
by will or the laws of descent and distribution.
(b) NO RIGHTS TO AWARDS. No Employee, Participant or other Person shall
have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Participants, or holders or beneficiaries
of Awards. The terms and conditions of Awards need not be the same with respect
to each recipient.
(c) WITHHOLDING. A Participant may be required to pay to Ingram or any
Affiliate, and Ingram or any Affiliate shall have the right and is hereby
authorized to withhold from any Award, from any payment due or transfer made
under any Award or under the Plan or from any compensation or other amount owing
to a Participant the amount of any applicable withholding taxes in respect of an
Award, its exercise, or any payment or transfer under an Award or under the Plan
and to take such other action as may be necessary in the opinion of Ingram to
satisfy all obligations for the payment of such taxes. The Committee may provide
for additional cash payments to holders of Awards to defray or offset any tax
arising from any such grant, lapse, vesting, or exercise of any Award.
(d) AWARD AGREEMENTS. Each Award hereunder shall be evidenced by an Award
Agreement which shall be delivered to a Participant and shall specify the terms
and conditions of the Award and any rules applicable thereto.
(e) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the
Plan shall prevent Ingram or any Affiliate from adopting or continuing in effect
other compensation arrangements, which may, but need not, provide for the grant
of the types of Awards provided for hereunder (subject to shareholder approval
if such approval is required), and such arrangements may be either generally
applicable or applicable only in specific cases.
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(f) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ or service of Ingram
or any Affiliate. Further, Ingram or an Affiliate may at any time dismiss a
Participant from employment or service, free from any liability or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement.
(g) GOVERNING LAW. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan and any Award Agreement shall be
determined in accordance with the laws of the State of Delaware.
(h) SEVERABILITY. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as
to any Person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.
(i) NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between Ingram or any Affiliate and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from
Ingram or any Affiliate pursuant to an Award, such right shall be no greater
than the right of any unsecured general creditor of Ingram or any Affiliate.
(j) HEADINGS. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
(k) SUB-PLANS. Subject to the terms hereof, the Committee may from time to
time adopt one or more Sub-Plans and grant Awards thereunder as it shall deem
necessary or appropriate in its sole discretion in order that Awards may comply
with the laws, rules or regulations of any jurisdiction; provided, however, that
neither the terms of any Sub-Plan nor Awards thereunder shall be inconsistent
with the Plan.
SECTION 10. TERM OF THE PLAN.
(a) EFFECTIVE DATE. The Plan shall be effective as of April 10, 2001.
(b) EXPIRATION DATE. No Award shall be granted under the Plan after
December 31, 2002. Unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award granted hereunder may, and the authority
of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or
terminate any such Award or to waive any conditions or rights under any such
Award shall, continue after the authority for grant of new Awards hereunder has
been exhausted.
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